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                                                                    EXHIBIT 4.13

                                                WARRANT CERTIFICATE

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                   5:30 P.M., NEW YORK TIME, DECEMBER 1, 2004


No. SB-2                                                    2,400,000 Warrants

                               WARRANT CERTIFICATE

                  This Warrant Certificate certifies that SANDS BROTHERS & CO.,
LTD., ON BEHALF OF ITSELF AND AS NOMINEE FOR OTHERS, or registered assigns, is
the registered holder of 2,400,000 Warrants to purchase initially, at any time
from December 1, 1999 until 5:30 p.m. New York time on December 1, 2004
("Expiration Date"), up to 2,400,000 fully-paid and non-assessable shares of
common stock, $.001 par value per share ("Common Stock") of Constellation 3D
Inc., a Florida corporation (the "Company"), at an initial exercise price,
subject to adjustment in certain events (the "Exercise Price"), of $15.13 per
share of Common Stock, upon surrender of this Warrant Certificate and payment of
the Exercise Price at an office or agency of the Company, or by surrender of
this Warrant Certificate in lieu of cash payment, but subject to the conditions
set forth herein and in the warrant agreement dated as of December 1, 1999
between the Company and Sands Brothers & Co., Ltd. (the "Warrant Agreement").
Payment of the Exercise Price shall be made by certified or official bank check
in New York Clearing House funds payable to the order of the Company.

                  No Warrant may be exercised after 5:30 p.m., New York time, on
the Expiration Date, at which time all Warrants evidenced hereby, unless
exercised prior thereto, hereby shall thereafter be void.


                                       -1-

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                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized issue of Warrants issued pursuant to the Warrant Agreement,
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights,
obligations, duties and immunities thereunder of the Company and the holders
(the words "holders" or "holder" meaning the registered holders or registered
holder) of the Warrants.

                  The Warrant Agreement provides that upon the occurrence of
certain events the Exercise Price and the type and/or number of the Company's
securities issuable thereupon may, subject to certain conditions, be adjusted.
In such event, the Company will, at the request of the holder, issue a new
Warrant Certificate evidencing the adjustment in the Exercise Price and the
number and/or type of securities issuable upon the exercise of the Warrants;
provided, however, that the failure of the Company to issue such new Warrant
Certificates shall not in any way change, alter, or otherwise impair, the rights
of the holder as set forth in the Warrant Agreement.

                  Upon due presentment for registration of transfer of this
Warrant Certificate at an office or agency of the Company, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax in
other governmental charge imposed in connection with such transfer.

                  Upon the exercise of less than all of the Warrants evidenced
by this Certificate, the Company shall forthwith issue to the holder hereof a
new Warrant Certificate representing such numbered unexercised Warrants.

                  The Company may deem and treat the registered holder(s) hereof
as the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, and of any distribution to the holder(s) hereof, and for
all other purposes, and the Company shall not be affected by any notice to the
contrary.

                  All terms used in this Warrant Certificate which are defined
in the Warrant Agreement shall have the meanings to them in the Warrant
Agreement.


                                       -2-

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                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.

Dated as of March 24, 2000

                                      Constellation 3D Inc.


                                      By: /s/ Eugene Levich
                                          ----------------------------
                                            Title: Chief Executive Officer








                                       -3-

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             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]


                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to purchase ______ shares of
Common Stock at an exercise price of $_______ per share and herewith tenders in
payment for such Securities a certified or official bank check payable in New
York Clearing House Funds to the order of ______________ in the amount of $____,
all in accordance with the terms hereof. The undersigned requests that a
certificate for such Securities be registered in the name of _____________ whose
address is _____________ and that such Certificate be delivered to _____________
whose address is _____________.

                                      Signature

                                      ------------------------------------
                                      (Signature must conform in all respects
                                       to name of holder as specified on the
                                      face of the Warrant Certificate.)


                                      ------------------------------------
                                      (Insert Social Security or Other
                                      Identifying Number of Holder)

                                       -4-

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             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2]


                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to purchase shares of Common
Stock in accordance with the terms of Section 3.2 of that certain Warrant
Agreement dated as of December 1, 1999 between Constellation 3D INC. and SANDS
BROTHERS & CO., LTD. The Undersigned requests that a certificate for such
Securities be registered in the name of _____________ whose address is
_____________ and that such Certificate be delivered to _____________ whose
address is _____________.


                                      Signature

                                      ------------------------------------
                                      (Signature must conform in all respects
                                       to name of holder as specified on the
                                      face of the Warrant Certificate.)


                                      ------------------------------------
                                      (Insert Social Security or Other
                                      Identifying Number of Holder)

                                       -5-

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                              [FORM OF ASSIGNMENT]

                  (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)




      FOR VALUE RECEIVED ________________ here sells, assigns and transfers


unto



                  (Please print name and address of transferee)


this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ________________ Attorney, to
transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.



Dated:                                      Signature:
       --------------------                            -------------------------
                                                     (Signature must conform in
                                                     all respects to name of
                                                     holder as specified on the
                                                     face of the Warrant
                                                     Certificate.)


                                                      --------------------------
                                                     (Insert Social Security or
                                                     other Identifying Number
                                                     of Assignee)

                                       -6-