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                                                                    EXHIBIT 4.2

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 "1933 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

No. W6

             To Purchase Shares of $.00001 Par Value Common Stock of

                             CONSTELLATION 3D, INC.

     THIS CERTIFIES that, for value received, DeAM Convertible Arbitrage Fund
Ltd. (the "Purchaser") is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time on or after the date hereof and on or prior
to 11:59 p.m. New York City time on October 19, 2006 (the "Termination Date"),
but not thereafter, to subscribe for and purchase from CONSTELLATION 3D, INC., a
Delaware corporation (the "Company"), 458,113 shares of Common Stock of the
Company (the "Warrant Shares"). The "Exercise Price" is $0.8513. The Exercise
Price and the number of shares for which the Warrant is exercisable shall be
subject to adjustment as provided herein. This Warrant is being issued in
connection with the Debenture Purchase Agreement dated October 19, 2001 entered
into by the Company and the Purchaser (the "Purchase Agreement").

1.   Title of Warrant. Prior to the expiration hereof and subject to compliance
     ----------------
     with applicable laws, this Warrant and all rights hereunder are
     transferable, in whole or in respect of the right to purchase all or any
     portion of the Warrant Shares, at the office or agency of the Company by
     the holder hereof in person or by duly authorized attorney, upon surrender
     of this Warrant together with (a) the Assignment Form annexed hereto
     properly endorsed, and (b) any other documentation reasonably necessary to
     satisfy the Company that such transfer is in compliance with all applicable
     securities laws.

2.   Authorization of Shares. The Company covenants that all shares of Common
     -----------------------
     Stock which may be issued upon the exercise of rights represented by this
     Warrant will, upon exercise of the rights represented by this Warrant and
     payment of the Exercise Price as set forth herein will be duly authorized,
     validly issued, fully paid and nonassessable and free from all taxes, liens
     and charges in respect of the issue thereof (other than taxes in respect of
     any transfer occurring contemporaneously with such issue or otherwise
     specified herein).

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3.   Exercise of Warrant.
     -------------------

(a)  Exercise of the purchase rights represented by this Warrant may be made at
     any time or times, in whole or in part before 11:59 p.m. New York City time
     on the Termination Date, by the surrender on any business day of this
     Warrant and the Notice of Exercise annexed hereto duly completed and
     executed, at the principal office of the Company (or such other office or
     agency of the Company as it may designate by notice in writing to the
     registered holder hereof at the address of such holder appearing on the
     books of the Company), and upon payment of the full Exercise Price of the
     shares thereby purchased; whereupon the holder of this Warrant shall be
     entitled to receive a certificate for the number of shares of Common Stock
     so purchased. Certificates for shares purchased hereunder shall be
     delivered to the holder hereof within three (3) Trading Days after the date
     on which this Warrant shall have been exercised as aforesaid. Payment of
     the Exercise 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.

(b)  Alternatively, and only in the event the Warrant Shares are not subject to
     Effective Registration (as defined in the Purchase Agreement), the Warrant
     holder may exercise this Warrant, in whole or in part in a "cashless" or
     "net-issue" exercise by delivering to the offices of the Company or any
     transfer agent for the Common Stock this Warrant, together with a Notice of
     Exercise specifying the number of Warrant Shares to be delivered to such
     Warrant holder ("Deliverable Shares") and the number of Warrant Shares with
     respect to which this Warrant is being exercised ("Exercised Shares").

     The number of Deliverable Shares shall be calculated as follows:

     # of Deliverable Shares = # of Exercised Shares x
            (Fair Market Value of Common Stock less Exercise Price)
             -----------------------------------------------------
                        Fair Market Value of Common Stock

     "Fair Market Value" shall have the meaning specified in Section 12(c).

     In the event that the Warrant is not exercised in full, the number of
     Warrant Shares shall be reduced by the number of such Warrant Shares for
     which this Warrant is exercised and/or surrendered, and the Company, at its
     expense, shall within three (3) Trading Days issue and deliver to or upon
     the order of the Warrant holder a new Warrant of like tenor in the name of
     the Warrant holder or as the Warrant holder (upon payment by the Warrant
     holder of any applicable transfer taxes) may request, reflecting such
     adjusted Warrant Shares.

     All exercises will be deemed to occur as of the date of the Notice of
     Exercise, and certificates for shares of Common Stock purchased hereunder
     shall be delivered to the holder hereof within three (3) Trading Days after
     the date on which this Warrant shall have been exercised as aforesaid. The
     Warrant holder may withdraw its Notice of Exercise under Section 3(a) or
     3(b) at any time thereafter if the Company fails to timely deliver the
     applicable certificates to the Warrant holder as provided in this
     Agreement.

                                        2

<PAGE>

(c)  In lieu of delivering physical certificates representing the Common Stock
     issuable upon exercise, provided the Company's transfer agent is
     participating in the Depository Trust Company ("DTC") Fast Automated
     Securities Transfer ("FAST") program, upon request of the Warrant Holder,
     the Company shall use its best efforts to cause its transfer agent to
     electronically transmit the Common Stock issuable upon exercise to the
     Warrant holder by crediting the account of Warrant holder's prime broker
     with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.
     The time periods for delivery described in the immediately preceding
     paragraph shall apply to the electronic transmittals described herein. The
     parties agree to coordinate with DTC to accomplish this objective.

     Notwithstanding anything to the contrary set forth herein, upon exercise of
     any portion of this Warrant in accordance with the terms hereof, the
     Purchaser shall not be required to physically surrender this Warrant to the
     Company unless such Purchaser is purchasing the full amount of Warrant
     Shares represented by this Warrant. The Purchaser and the Company shall
     maintain records showing the number of Warrant Shares so purchased
     hereunder and the dates of such purchases or shall use such other method,
     reasonably satisfactory to the Purchaser and the Company, so as not to
     require physical surrender of this Warrant upon each such exercise. In the
     event that the Purchaser has exercised this Warrant in part pursuant to the
     foregoing provisions, and subsequently wishes to transfer this Warrant, the
     Purchaser may not subsequently transfer this Warrant unless the Purchaser
     first physically surrenders this Warrant to the Company, whereupon the
     Company will forthwith cancel the Warrant and issue and deliver upon the
     order of the Purchaser a new Warrant of like tenor, registered as the
     Purchaser may request, representing in the aggregate the remaining number
     of Warrant Shares which may be purchased upon exercise of this Warrant and
     reflecting the use of the book entry provisions set forth herein. The
     Purchaser and any assignee, by acceptance of this Warrant or a new Warrant,
     acknowledge and agree that, by reason of the provisions of this paragraph,
     following exercise of any portion of this Warrant, the number of Warrant
     Shares which may be purchased upon exercise of this Warrant may be less
     than the number of Warrant Shares set forth on the face hereof.

     The term "Trading Day" means (x) if the Common Stock is listed on the New
     York Stock Exchange or the American Stock Exchange, a day on which there is
     trading on such stock exchange, or (y) if the Common Stock is not listed on
     either of such stock exchanges but sale prices of the Common Stock are
     reported on an automated quotation system, a day on which trading is
     reported on the principal automated quotation system on which sales of the
     Common Stock are reported, or (z) if the foregoing provisions are
     inapplicable, a day on which quotations are reported by National Quotation
     Bureau Incorporated.

4.   No Fractional Shares or Scrip. No fractional shares or scrip representing
     -----------------------------
     fractional shares shall be issued upon the exercise of this Warrant.

5.   Charges, Taxes and Expenses. Issuance of certificates for shares of Common
     ---------------------------
     Stock upon the exercise of this Warrant shall be made without charge to the
     holder hereof for any

                                        3

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     issue or transfer tax or other incidental expense in respect of the
     issuance of such certificate, all of which taxes and expenses shall be paid
     by the Company, and such certificates shall be issued in the name of the
     holder of this Warrant or in such name or names as may be directed by the
     holder of this Warrant; provided, however, that in the event certificates
                             --------  -------
     for shares of Common Stock are to be issued in a name other than the name
     of the holder of this Warrant, this Warrant when surrendered for exercise
     shall be accompanied by the Assignment Form attached hereto duly executed
     by the holder hereof; and provided further, that the Company shall not be
                               -------- -------
     required to pay any tax or taxes which may be payable in respect of any
     transfer involved in the issuance of any Warrant certificates or any
     certificates for the Warrant Shares other than the issuance of a Warrant
     Certificate to the Purchaser in connection with the Purchaser's surrender
     of a Warrant Certificate upon the exercise of less than all of the Warrants
     evidenced thereby, and the Company shall not be required to issue or
     deliver such certificates unless or until the person or persons requesting
     the issuance thereof shall have paid to the Company the amount of such tax
     or shall have established to the satisfaction of the Company that such tax
     has been paid.

6.   Closing of Books. The Company will at no time close its shareholder books
     ----------------
     or records in any manner which interferes with the timely exercise of this
     Warrant.

7.   No Rights as Shareholder until Exercise. Subject to Section 12 of this
     ---------------------------------------
     Warrant and the provisions of any other written agreement between the
     Company and the Purchaser, the Purchaser shall not be entitled to vote or
     receive dividends or be deemed the holder of Warrant Shares or any other
     securities of the Company that may at any time be issuable on the exercise
     hereof for any purpose, nor shall anything contained herein be construed to
     confer upon the Purchaser, as such, any of the rights of a stockholder of
     the Company or any right to vote for the election of directors or upon any
     matter submitted to stockholders at any meeting thereof, or to give or
     withhold consent to any corporate action (whether upon any
     recapitalization, issuance of stock, reclassification of stock, change of
     par value, or change of stock to no par value, consolidation, merger,
     conveyance or otherwise) or to receive notice of meetings, or to receive
     dividends or subscription rights or otherwise until the Warrant shall have
     been exercised as provided herein. However, at the time of the exercise of
     this Warrant pursuant to Section 3 hereof, the Warrant Shares so purchased
     hereunder shall be deemed to be issued to such holder as the record owner
     of such shares as of the close of business on the date on which this
     Warrant shall have been exercised.

8.   Assignment and Transfer of Warrant. This Warrant may be assigned in whole
     ----------------------------------
     or in part by the surrender of this Warrant and the Assignment Form annexed
     hereto duly executed at the office of the Company (or such other office or
     agency of the Company as it may designate by notice in writing to the
     registered holder hereof at the address of such holder appearing on the
     books of the Company); provided, however, that this Warrant may not be
                            --------  -------
     resold or otherwise transferred except (i) in a transaction registered
     under the Securities Act of 1933, as amended (the "Act"), or (ii) in a
     transaction pursuant to an exemption, if available, from registration under
     the Act and whereby, if requested by the

                                        4

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     Company, an opinion of counsel reasonably satisfactory to the Company is
     obtained by the holder of this Warrant to the effect that the transaction
     is so exempt.

9.   Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
     -------------------------------------------------
     Company of evidence reasonably satisfactory to it of the loss, theft,
     destruction or mutilation of any Warrant or stock certificate representing
     the Warrant Shares, and in case of loss, theft or destruction, of indemnity
     reasonably satisfactory to it, and upon reimbursement to the Company of all
     reasonable expenses incidental thereto, the Company will make and deliver a
     new Warrant or stock certificate of like tenor and dated as of such
     cancellation, in lieu of such Warrant or stock certificate.

10.  Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
     ---------------------------------
     taking of any action or the expiration of any right required or granted
     herein shall be a Saturday, Sunday or a legal holiday, then such action may
     be taken or such right may be exercised on the next succeeding day not a
     legal holiday.

11.  Effect of Certain Events. If at any time after the date hereof there shall
     ------------------------
     be a merger or consolidation of the Company with or into, or a transfer of
     all or substantially all of the assets of the Company to, another entity
     (collectively, a "Sale or Merger Transaction"), the holder of this Warrant
     shall have the right thereafter to purchase, by exercise of this Warrant
     and payment of the aggregate Exercise Price in effect immediately prior to
     such action, the kind and amount of shares and other securities and
     property which it would have owned or have been entitled to receive after
     the happening of such transaction had this Warrant been exercised
     immediately prior thereto, subject to further adjustment as provided in
     Section 12. Notwithstanding the above, a Sale or Merger Transaction shall
     not be deemed to occur in the event the Company is the acquiring entity in
     connection with an acquisition by the Company.

12.  Adjustments of Exercise Price and Number of Warrant Shares.
     ----------------------------------------------------------

     The number of and kind of securities purchasable upon exercise of this
     Warrant and the Exercise Price shall be subject to adjustment from time to
     time as follows:

(a)  Subdivisions, Combinations and other Issuances. If the Company shall at any
     ----------------------------------------------
     time after the date hereof but prior to the expiration of this Warrant
     subdivide its outstanding securities as to which purchase rights under this
     Warrant exist, by split-up, spin-off, or otherwise, or combine its
     outstanding securities as to which purchase rights under this Warrant
     exist, the number of Warrant Shares as to which this Warrant is exercisable
     as of the date of such subdivision, split-up, spin-off or combination shall
     forthwith be proportionately increased in the case of a subdivision, or
     proportionately decreased in the case of a combination. Appropriate
     proportional adjustments (decrease in the case of subdivision, increase in
     the case of combination) shall also be made to the Exercise Price payable
     per share, so that the aggregate Exercise Price payable for the total
     number of Warrant Shares purchasable under this Warrant as of such date
     shall remain the same as it would have been before such subdivision or
     combination.

                                        5

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(b)  Stock Dividend. If at any time after the date hereof the Company declares a
     --------------
     dividend or other distribution on Common Stock payable in Common Stock or
     other securities or rights convertible into Common Stock ("Common Stock
     Equivalents") without payment of any consideration by holders of Common
     Stock for the additional shares of Common Stock or the Common Stock
     Equivalents (including the additional shares of Common Stock issuable upon
     exercise or conversion thereof), then the number of shares of Common Stock
     for which this Warrant may be exercised shall be increased as of the record
     date (or the date of such dividend distribution if no record date is set)
     for determining which holders of Common Stock shall be entitled to receive
     such dividends, in proportion to the increase in the number of outstanding
     shares (and shares of Common Stock issuable upon conversion of all such
     securities convertible into Common Stock) of Common Stock as a result of
     such dividend, and the Exercise Price shall be proportionately reduced so
     that the aggregate Exercise Price for all the Warrant Shares issuable
     hereunder immediately after the record date (or on the date of such
     distribution, if applicable), for such dividend shall equal the aggregate
     Exercise Price so payable immediately before such record date (or on the
     date of such distribution, if applicable).

(c)  Other Distributions. If at any time after the date hereof the Company
     -------------------
     distributes to holders of its Common Stock, other than as part of its
     dissolution, liquidation or the winding up of its affairs, any shares of
     its capital stock, any evidence of indebtedness or any of its assets (other
     than Common Stock), then the number of Warrant Shares for which this
     Warrant is exercisable shall be increased to equal: (i) the number of
     Warrant Shares for which this Warrant is exercisable immediately prior to
     such event, (ii) multiplied by a fraction, (A) the numerator of which shall
     be the Fair Market Value (as defined below) per share of Common Stock on
     the record date for the dividend or distribution, and (B) the denominator
     of which shall be the Fair Market Value price per share of Common Stock on
     the record date for the dividend or distribution minus the amount allocable
     to one share of Common Stock of the value (as jointly determined in good
     faith by the Board of Directors of the Company and the Warrant holder) of
     any and all such evidences of indebtedness, shares of capital stock, other
     securities or property, so distributed. Additionally, the Exercise Price
     shall be reduced to equal: (i) the Exercise Price in effect immediately
     before the occurrence of any event (ii) multiplied by a fraction, (A) the
     numerator of which is the number of Warrant Shares for which this Warrant
     is exercisable immediately before the adjustment, and (B) the denominator
     of which is the number of Warrant Shares for which this Warrant is
     exercisable immediately after the adjustment. In lieu of such changes to
     the number of Warrant Shares for which this Warrant is exercisable and the
     Exercise Price, the Purchaser (as to itself only) may elect, in its sole
     discretion, to participate in such distribution and receive the shares of
     capital stock, evidence of indebtedness or other assets on an "as
     exercised" basis as if the Warrant had been exercised in full for Warrant
     Shares as of the record date for such distribution, without regard to the
     restrictions contained in Section 16.

     For purposes of this Warrant, "Fair Market Value" shall equal the average
     closing trading price of the Common Stock on the Nasdaq National Market
     System or the Nasdaq SmallCap Market, as applicable, for the 10 Trading
     Days preceding the date of determination or, if the Common Stock is not
     listed or admitted to trading on either such

                                        6

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     market, the average of the closing bid and asked prices on the
     over-the-counter market as furnished by any New York Stock Exchange member
     firm reasonably selected from time to time by the Company for that purpose
     and reasonably acceptable to the Warrant holder, or, if the Common Stock is
     not listed or admitted to trading on the Nasdaq National Market System,
     Nasdaq SmallCap Market or traded over-the-counter and the average price
     cannot be determined as contemplated above, the Fair Market Value of the
     Common Stock shall be as reasonably determined in good faith by the
     Company's Board of Directors with the concurrence of the Warrant holder.

(d)  Merger, etc. The Company will not merge or consolidate with or into any
     -----------
     other corporation, or sell or otherwise transfer its property, assets and
     business substantially as an entirety to another corporation, unless the
     corporation resulting from such merger or consolidation (if not the
     Company), or such transferee corporation, as the case may be, shall
     expressly assume in writing the due and punctual performance and observance
     of each and every covenant and condition of this Warrant to be performed
     and observed by the Company.

(e)  Reclassification, etc. If at any time after the date hereof there shall be
     ---------------------
     a reorganization or reclassification of the securities as to which purchase
     rights under this Warrant exist into the same or a different number of
     securities of any other class or classes, then the Warrant holder shall
     thereafter be entitled to receive upon exercise of this Warrant, during the
     period specified herein and upon payment of the Exercise Price then in
     effect, the number of shares or other securities or property resulting from
     such reorganization or reclassification, which would have been received by
     the Warrant holder for the shares of stock subject to this Warrant had this
     Warrant at such time been exercised.

(f)  Exercise Price Adjustment. In the event that the Company issues or sells
     -------------------------
     any shares of Common Stock or securities which are convertible into or
     exchangeable for its Common Stock or any convertible securities, or any
     warrants or other rights to subscribe for or to purchase or any options for
     the purchase of its Common Stock or any such convertible securities (other
     than (A) shares or options issued or which may be issued pursuant to (i)
     the Company's current or future employee or director option plans or shares
     issued upon exercise of options, warrants, rights or convertible notes or
     debentures outstanding on the date of the Purchase Agreement and listed in
     the Company's most recent periodic report filed under the Exchange Act,
     (ii) arrangements with the Purchaser, (iii) acquisitions of other entities
     by the Company, or (iv) settlement of the Company's existing accounts
     payable to its trade creditors; provided, that the amounts due under such
                                     --------
     settled accounts payable shall not exceed $100,000 per trade creditor or
     (B) sales of Common Stock (in one or more tranches to the same or different
     purchasers) with a Fair Market Value, in the aggregate, of less than
     $100,000 at the time they are sold) at an effective exercise price per
     share ("Effective Price") which is less than the Exercise Price then in
     effect or less than Fair Market Value, then the Exercise Price in effect
     immediately prior to such issue or sale shall be reduced effective
     concurrently with such issue or sale to an amount determined by multiplying
     the Exercise Price then in effect by a fraction, (x) the numerator of which
     shall be the sum of (1) the number of shares of Common Stock outstanding
     immediately prior to such issue or sale, plus (2) the number of shares of
     Common Stock which the aggregate

                                        7

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     consideration received by the Company for such additional shares would
     purchase at such Fair Market Value or Exercise Price, as applicable; and
     (y) the denominator of which shall be the number of shares of Common Stock
     of the Company outstanding immediately after such issue or sale.

     In the event of any such issuance for a consideration which is less than
     such Fair Market Value and also less than the Exercise Price then in
     effect, than there shall be only one such adjustment by reason of such
     issuance, such adjustment to be that which results in the greatest
     reduction of the Exercise Price computed as aforesaid.

(g)  For the purposes of the foregoing adjustment, in the case of the issuance
     of any convertible securities, warrants, options or other rights to
     subscribe for or to purchase or exchange for, shares of Common Stock
     ("Convertible Securities"), the maximum number of shares of Common Stock
     issuable upon exercise, exchange or conversion of such Convertible
     Securities shall be deemed to be outstanding, provided that no further
     adjustment shall be made upon the actual issuance of Common Stock upon
     exercise, exchange or conversion of such Convertible Securities.

     The number of shares which may be purchased hereunder shall be increased
     proportionately to any reduction in Exercise Price pursuant to this
     paragraph 12(f), so that after such adjustments the aggregate Exercise
     Price payable hereunder for the increased number of shares shall be the
     same as the aggregate Exercise Price in effect just prior to such
     adjustments.

(h)  If the Company at any time while this Warrant is outstanding, issues one or
     more additional warrants to purchase shares of the Company's Common Stock
     pursuant to the Purchase Agreement (regardless of whether such issuance is
     made to the Holder of this Warrant) with an exercise price that is lower
     than the then current Exercise Price of this Warrant, the Exercise Price of
     this Warrant shall be reduced to equal the lowest exercise price of such
     additional warrants.

13.  Voluntary Adjustment by the Company. The Company may at its option, at any
     -----------------------------------
     time during the term of this Warrant, reduce but not increase the then
     current Exercise Price to any amount and for any period of time deemed
     appropriate by the Board of Directors of the Company.

14.  Notice of Adjustment. Whenever the number of Warrant Shares or number or
     --------------------
     kind of securities or other property purchasable upon the exercise of this
     Warrant or the Exercise Price is adjusted, the Company shall promptly mail
     to the holder of this Warrant a notice setting forth the number of Warrant
     Shares (and other securities or property) purchasable upon the exercise of
     this Warrant and the Exercise Price of such Warrant Shares after such
     adjustment and setting forth a brief statement of the facts requiring such
     adjustment.

15.  Authorized Shares. The Company covenants that during the period the Warrant
     -----------------
     is outstanding and exercisable, it will reserve from its authorized and
     unissued Common Stock a sufficient number of shares to provide for the
     issuance of the Warrant Shares

                                        8

<PAGE>

     upon the exercise of any purchase rights under this Warrant. The Company
     further covenants that its issuance of this Warrant shall constitute full
     authority to its officers who are charged with the duty of executing stock
     certificates to execute and issue the necessary certificates for the
     Warrant Shares upon the exercise of the purchase rights under this Warrant.
     The Company will take all such reasonable action as may be necessary to
     assure that such Warrant Shares may be issued as provided herein without
     violation of any applicable law or regulation, or of any requirements of
     any domestic securities exchange or market upon which the Common Stock may
     be listed.

16.  9.99% Limitation.
     ----------------

(a)  Notwithstanding anything to the contrary contained herein, the number of
     shares of Common Stock that may be acquired at any time by the holder upon
     exercise pursuant to the terms hereof shall not exceed a number that, when
     added to the total number of shares of Common Stock deemed beneficially
     owned by such holder at such time (other than by virtue of the ownership of
     securities or rights to acquire securities that have limitations on the
     holder's right to convert, exercise or purchase similar to the limitation
     set forth herein), together with all shares of Common Stock deemed
     beneficially owned at such time (other than by virtue of the ownership of
     securities or rights to acquire securities that have limitations on the
     right to convert, exercise or purchase similar to the limitation set forth
     herein) by the holder's "affiliates" (as defined Rule 144 of the 1933 Act)
     ("Aggregation Parties") that would be aggregated for purposes of
     determining whether a group under Section 13(d) of the Securities Exchange
     Act of 1934, as amended, exists, would exceed 9.99% of the total issued and
     outstanding shares of the Company's Common Stock (the "Restricted Ownership
     Percentage"). Each holder shall have the right (w) at any time and from
     time to time to reduce its Restricted Ownership Percentage immediately upon
     notice to the Company and (x) at any time and from time to time, to
     increase its Restricted Ownership Percentage immediately (subject to
     waiver) in the event of the announcement as pending or planned of an event
     of:

     (i)    any consolidation or merger of the Company with or into any other
            corporation or other entity or person (whether or not the Company is
            the surviving corporation), or any other corporate reorganization or
            transaction or series of related transactions in which in excess of
            50% of the Company's voting power is transferred through a merger,
            consolidation, tender offer or similar transaction,

     (ii)   any person (as defined in Section 13(d) of the Exchange Act),
            together with its affiliates and associates (as such terms are
            defined in Rule 405 under the 1933 Act), obtains beneficial
            ownership of or is deemed to beneficially own (as described in Rule
            13d-3 under the Exchange Act; provided, that for this purpose the
                                          --------
            right to acquire beneficial ownership, even if not within 60 days,
            shall be deemed to convey beneficial ownership) in excess of 50% of
            the Company's voting power,

     (iii)  there is a replacement of more than one-half of the members of the
            Company's Board of Directors which is not approved by those
            individuals who are members

                                        9

<PAGE>

            of the Company's Board of Directors on the date thereof, in one or a
            series of related transactions, or

     (iv)   a sale or transfer of all or substantially all of the assets of the
            Company, determined on a consolidated basis.

(b)  The Company's obligation to issue shares of Common Stock which would exceed
     the limits referred to in paragraph (a) of this Section 16 shall be
     suspended to the extent necessary until such time, if any, as shares of
     Common Stock may be issued in compliance with such restrictions.

17.  Compliance with Securities Laws.
     -------------------------------

(a)  The holder hereof acknowledges that the Warrant Shares acquired upon the
     exercise of this Warrant, if not registered (or if no exemption from
     registration exists), will have restrictions upon resale imposed by state
     and federal securities laws. Each certificate representing the Warrant
     Shares issued to the holder upon exercise (if not registered or if no
     exemption from registration exists) will bear the following legend:

     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH
     THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
     STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
     BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
     AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
     AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
     APPLICABLE STATE SECURITIES LAWS, BASED ON AN OPINION LETTER OF COUNSEL
     SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM THE SECURITIES AND
     EXCHANGE COMMISSION.

(b)  Without limiting the Purchaser's right to transfer, assign or otherwise
     convey the Warrant or Warrant Shares in compliance with all applicable
     securities laws, the Purchaser, by acceptance hereof, acknowledges that
     this Warrant and the Warrant Shares to be issued upon exercise hereof are
     being acquired solely for the Purchaser's own account and not as a nominee
     for any other party, and that the Purchaser will not offer, sell or
     otherwise dispose of this Warrant or any Warrant Shares to be issued upon
     exercise hereof except under circumstances that will not result in a
     violation of applicable federal and state securities laws.

(c)  Neither this Warrant nor any share of Common Stock issued upon exercise of
     this Warrant may be offered for sale or sold, or otherwise transferred or
     sold in any transaction which would constitute a sale thereof within the
     meaning of the Act, unless (i) such security has been registered for sale
     under the Act and registered or qualified under

                                       10

<PAGE>

     applicable state securities laws relating to the offer an sale of
     securities, or (ii) exemptions from the registration requirements of the
     Act and the registration or qualification requirements of all such state
     securities laws are available and the Company shall have received an
     opinion of counsel that the proposed sale or other disposition of such
     securities may be effected without registration under the Act, such counsel
     and such opinion to be satisfactory to the Company.

(d)  The Purchaser recognizes that investing in the Warrant and the Warrant
     Shares involves a high degree of risk, and the Purchaser is in a financial
     position to hold the Warrant and the Warrant Shares indefinitely and is
     able to bear the economic risk and withstand a complete loss of its
     investment in the Warrant and the Warrant Shares. The Purchaser is a
     sophisticated Purchaser and is capable of evaluating the merits and risks
     of investing in the Company. The Purchaser has had the opportunity to ask
     questions of, and receive answers from, the management of the Company (and
     any person acting on its behalf) concerning this Warrant and the Warrant
     Shares and the agreements and transactions contemplated hereby, and to
     obtain any additional information as the Purchaser may have requested in
     making its investment decision. The Purchaser is an "accredited investor,"
     as defined by Regulation D promulgated under the Act.

18.  Miscellaneous.
     -------------

(a)  Issue Date; Choice Of Law; Venue; Jurisdiction. THE PROVISIONS OF THIS
     ----------------------------------------------
     WARRANT SHALL BE CONSTRUED AND SHALL BE GIVEN EFFECT IN ALL RESPECTS AS IF
     IT HAD BEEN ISSUED AND DELIVERED BY THE COMPANY ON THE DATE HEREOF. THIS
     WARRANT SHALL BE BINDING UPON ANY SUCCESSORS OR ASSIGNS OF THE COMPANY.
     THIS WARRANT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
     BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT FOR MATTERS ARISING UNDER THE
     ACT, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE
     PARTIES CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE U.S. DISTRICT COURT
     SITTING IN THE STATE OF CITY OF NEW YORK IN THE STATE OF NEW YORK IN
     CONNECTION WITH ANY DISPUTE ARISING UNDER THIS WARRANT AND HEREBY WAIVES,
     TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY
     OBJECTION BASED ON FORUM NON CONVENIENS, TO THE BRINGING OF ANY SUCH
                        ----- --- ----------
     PROCEEDING IN SUCH JURISDICTION. EACH PARTY HEREBY AGREES THAT IF THE OTHER
     PARTY TO THIS WARRANT OBTAINS A JUDGMENT AGAINST IT IN SUCH A PROCEEDING,
     THE PARTY WHICH OBTAINED SUCH JUDGMENT MAY ENFORCE SAME BY SUMMARY JUDGMENT
     IN THE COURTS OF ANY COUNTRY HAVING JURISDICTION OVER THE PARTY AGAINST
     WHOM SUCH JUDGMENT WAS OBTAINED, AND EACH PARTY HEREBY WAIVES ANY DEFENSES
     AVAILABLE TO IT UNDER LOCAL LAW AND AGREES TO THE ENFORCEMENT OF SUCH A
     JUDGMENT. EACH PARTY TO THIS WARRANT IRREVOCABLY CONSENTS TO THE SERVICE OF
     PROCESS IN ANY SUCH PROCEEDING BY THE MAILING OF COPIES THEREOF BY
     REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY

                                       11

<PAGE>

     AT ITS ADDRESS IN ACCORDANCE WITH SECTION 18(C). NOTHING HEREIN SHALL
     AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER
     PERMITTED BY LAW. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

(b)  Modification and Waiver. This Warrant and any provisions hereof may be
     -----------------------
     changed, waived, discharged or terminated only by an instrument in writing
     signed by the party against which enforcement of the same is sought. Any
     amendment effected in accordance with this paragraph shall be binding upon
     the Purchaser, each future holder of this Warrant and the Company. No
     waivers of, or exceptions to, any term, condition or provision of this
     Warrant, in any one or more instances, shall be deemed to be, or construed
     as, a further or continuing waiver of any such term, condition or
     provision.

(c)  Notices. Any notice, request or other document required or permitted to be
     -------
     given or delivered to the Purchaser or future holders hereof or the Company
     shall be personally delivered or shall be sent by certified or registered
     mail, postage prepaid, to the Purchaser or each such holder at its address
     as shown on the books of the Company or to the Company at the address set
     forth in the Agreement. All notices under this Warrant shall be deemed to
     have been given when received.

     A party may from time to time change the address to which notices to it are
     to be delivered or mailed hereunder by notice in accordance with the
     provisions of this Section 18(c).

(d)  Severability. Whenever possible, each provision of this Warrant shall be
     ------------
     interpreted in such manner as to be effective and valid under applicable
     law, but if any provision of this Warrant is held to be invalid, illegal or
     unenforceable in any respect under any applicable law or rule in any
     jurisdiction, such invalidity, illegality or unenforceability shall not
     affect the validity, legality or enforceability of any other provision of
     this Warrant in such jurisdiction or affect the validity, legality or
     enforceability of any provision in any other jurisdiction, but this Warrant
     shall be reformed, construed and enforced in such jurisdiction as if such
     invalid, illegal or unenforceable provision had never been contained
     herein.

(e)  No Impairment. The Company will not, by amendment of its Certificate of
     -------------
     Incorporation or through any reorganization, transfer of assets,
     consolidation, merger, dissolution, 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 Warrant holder against impairment. Without limiting the
     generality of the foregoing, the Company (a) will not increase the par
     value of any Warrant Shares above the amount payable therefor on such
     exercise, and (b) will take all such action as may be reasonably necessary
     or appropriate in order that the Company may validly and legally issue
     fully paid and nonassessable Warrant Shares on the exercise of this
     Warrant.

                                       12

<PAGE>

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

Dated: October 19, 2001

                                                 CONSTELLATION 3D, INC.


                                                 By: /s/ Leonardo Berezowsky
                                                     -----------------------
                                                 Name:
                                                 Title: Chief Financial Officer

Agreed and Accepted
this 19/th/ day of October, 2001

DEAM CONVERTIBLE ARBITRAGE FUND LTD.


By: The Palladin Group, L.P.
Name:
Title: Attorney-in-Fact

                                       13

<PAGE>

                               NOTICE OF EXERCISE
                               ------------------

To:  CONSTELLATION 3D, INC.

(1)  The undersigned hereby elects:

     (A) to purchase ________ shares of Common Stock of Constellation 3D, Inc.
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the Exercise Price in full, together with all applicable transfer taxes, if any.

     (B) in a "cashless" or "net-issue exercise" for, and to purchase
thereunder, ______ shares of Common Stock, and herewith makes payment therefor
with _______ Surrendered Shares.

(2)  Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:

                      _______________________________
                                  (Name)

                      _______________________________

                      _______________________________
                                 (Address)

(3)  Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

                      Other Name:____________________




                                               _________________________________
                                                            (Name)

____________________                           _________________________________
(Date)                                                    (Signature)

                                               _________________________________
                                                           (Address)

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


         FOR VALUE RECEIVED, the foregoing Warrant of Constellation 3D, Inc. and
all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

                                         Dated: ______________,


                 Holder's Signature: _____________________________

                 Holder's Address:   _____________________________

                                     _____________________________



Signature Guaranteed: ___________________________________________




NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.