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                                                                     EXHIBIT 4.3

                             CONSULTING AGREEMENT


     CONSULTING AGREEMENT as of the 17/th/ day of September 2001, between
Constellation 3D, Inc. a Delaware corporation having a place of business at 805
Third Avenue, New York, NY 10022 and George Carhart, D/B/A Eastern Capital
Consultants Inc. having and address at 6 East 45/th/ Street, New having a place
of business at 805 Third Avenue, New York, NY 10022.

                                  WITNESSETH
     WHEREAS, Carhart (Eastern) wish to be engaged by the Company and the
Company wishes to engage Carhart and Eastern, upon the terms and conditions
herein provided.

     NOW, THERERFORE, in consideration of the premises and of the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:

  1  Term of Engagement. The engagement of Carhart and Eastern by the Company
     under the Agreement shall commence on September, 2001 (the "Commencement
     Date") and shall continue thereafter unless terminated for a period of one
     year (the "Term").

  2. Services. Carhart and Eastern shall advise the Company on business
     development strategies, including evaluation, structuring and consummation
     of proposed mergers and acquisitions for the Company. Carhart and Eastern
     shall make their personnel available for meetings and telephone
     consultations and conference calls.

  3. Compensation

(a)  Fees. George Carhart  (the principal of Eastern) shall be issued 300,000
shares of the Company's common stock payable in full upon the execution of this
Agreement.

(b)  Expenses. The expenses over $3,000 will have to be pre-approved. During
the term of its engagement hereunder, Carhart and Eastern shall be entitled to
receive reimbursement for all reasonable out-of-pocket expenses incurred by its
personnel in performing services hereunder within the limits of authority which
may be established by the Board of Directors, provided that Carhart and Eastern
properly accounts for such expenses according with Company policy.

  4. Confidentiality

(a)  Beginning on the date hereof, and at any time hereafter, Carhart and
Eastern and each of its personnel rendering services hereunder shall treat as
confidential any propriety confidential or secret information relating to the
business or interests of the Company, including, but without limitation, the
organizational structure, operations, business plans, or technical projects of
the Company and any research datum or result, invention, trade secrets, customer
list, or other work, product developed by or for the Company, whether on the
premises of the Company or elsewhere ("Confidential Information").  Beginning on
the date hereof and at any time hereafter, Carhart and Eastern shall not
disclose in any manner or in performing the services required of him under this
Agreement, without prior written consent of the Company.

(b)  The provisions of this section shall not apply to any proprietary,
     confidential or secret information or any research datum or result,
     invention, trade secrets, customer list, or work product which is, at the
     commencement of this Agreement or at some later date, publicly known under
     circumstances involving no breach of this Agreement or is lawfully and in
     good faith made available to Carhart and Eastern without restriction as to
     disclosure to a third party.
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5.  Miscellaneous  This Agreement contains the entire agreement between the
Company and Carhart and Eastern with respect to the subject matter hereof and
there have been no oral or other agreements of any kind whatsoever as a
condition, precedent or inducement to the signing of this Agreement or otherwise
concerning this Agreement or the subject matter hereof. Any waiver of any breach
of any terms or conditions of this Agreement shall not operate as a waiver of
any other breach of such terms or conditions or any other term or condition, nor
shall any failure to enforce any provision hereof on any one occasion operate as
a waiver of the right to enforce such provision on any subsequent occasion. This
Agreement may not be amended, nor shall any waiver, change, modification,
consent or discharge be effected, except by an instrument in writing executed by
or behalf of the party against which whom the enforcement of any such amendment,
waiver, change, modification, consent or discharge is sought. If any provision
of this Agreement be held or deemed to be, or shall in fact be, invalid,
inoperative, or unenforceable as applied to any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because
of the conflict of any provision with any constitution or statute or rule of
public policy or for any reason, such circumstances shall not have the effect of
rendering the provision or provisions in question invalid, inoperative or
unenforceable in any jurisdiction or in any other case or circumstance or of
rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable to the extent that such other provisions are not
themselves actually in conflict with such constitution, statute or rule of
public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case if such invalid, inoperative or unenforceable provision had
never been contained herein, and such provision reformed so that it would be
valid, operative and enforceable to the maximum extent permitted in such
jurisdiction or in such case. This Agreement shall be governed by and construed
and enforced in writing and personally delivered or mailed by certified or
registered mail, return receipt requested, addressed to the parties at their
addresses set forth above, or to such other addresses as one party may specify
to the other party, from time to time, in writing.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.

Constellation 3D, INC.

BY:      /S/  Eugene Levich
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Eastern Capital Consultants

BY:     /S/  George Carhart
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