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NEITHER THIS DEBENTURE NOR THE SHARES OF COMMON STOCK UNDERLYING THIS DEBENTURE
(COLLECTIVELY THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED
OR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES
LAWS OR (ii) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER
COUNSEL TO THE HOLDER OF SUCH DEBENTURE, WHICH OPINION IS REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED
OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.


                             CONSTELLATION 3D, INC.
                         (Incorporated under the laws of
                              the State of Florida)

No. D-1
$4,000,000                                                Dated: March 24, 2000


                     10% Subordinated Convertible Debenture

   FOR VALUE RECEIVED, CONSTELLATION 3D, INC., a Florida corporation (the
"Company"), promises to pay to SANDS BROTHERS VENTURE CAPITAL ASSOCIATES LLC or
registered assigns (the "Holder"), the principal amount of Four Million
($4,000,000) Dollars (the "Principal Amount") in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, with interest (computed on the basis of a
360 day year of twelve 30 day months) on the unpaid balance of such principal
amount at the rate of 10% per annum from the date hereof. Interest hereunder
shall be payable in semi-annual installments on September 24 , 2000 and March
24, 2001 with all outstanding principal and interest due on September 24, 2001
(the "Maturity Date") unless this Debenture is converted before such date as
provided herein.

   1. The Debentures. This Debenture is one of a series of convertible
debentures designated as 10% Subordinated Convertible Debentures in the
aggregate principal amount of up to $4.0 million (individually, a "Debenture",
and together, the "Debentures"). This Debenture has been issued by the Company
pursuant to the terms and subject to the conditions of, and is entitled to the
benefits of a Securities Purchase Agreement of even date herewith (the
"Securities Purchase Agreement") between the Company and the Holder. Reference
is made to the Securities Purchase Agreement for certain agreements of the
parties applicable to this Debenture.

   The Holder of this Debenture may, at its option and either in person or by
duly authorized attorney, surrender the same at the office of the Company and,
without expense to the Holder (other than transfer taxes, if any, arising in
connection with a transfer hereof), receive in exchange therefor a Debenture or
Debentures, for the same aggregate unpaid principal amount as the Debenture or
Debentures so surrendered for exchange and each payable to such person or
persons as may be designated by such Holder. Every Debenture so made and
delivered in exchange for this Debenture shall in all other respects be in the
same form and have the same terms as this Debenture.

   2. Senior; Subordination. The indebtedness evidenced by this Debenture and
the payment of the principal thereof will rank pari passu with all indebtedness
of the Company, now outstanding or hereinafter incurred,

<PAGE>
including, without limitation, the 8% Series B Convertible Note due October 31,
2000 in principal amount of $500,000 and the 8% Series C Convertible Note due
October 31, 2000 in principal amount of $1,600,000 and will rank junior to all
Senior Indebtedness (as hereinafter defined), for which this Debenture shall be
subordinated and junior in right of payment to. "Senior Indebtedness" means all
loans, advances, reimbursement obligations regarding letters of credit,
liabilities, guarantees now existing on or arising from time to time thereafter
of any such indebtedness, whether for principal, premium or interest or
otherwise of the Company, but only to, any bank or commercial financing
institution.

   3. Conversion of Debenture.

           3.1 The Holder shall have the right, at its option, at any time after
      the date of this Debenture, up to and including the Maturity Date to
      convert 100% of the principal amount of this Debenture at the time
      outstanding, or any portion thereof, together with accrued but unpaid
      interest thereon, subject to the terms and provisions of this Section 3,
      into the number of shares of common stock, par value $.001 per share (the
      "Common Stock"), of the Company obtained by dividing (i) the then
      outstanding principal amount of the Debenture plus any accrued interest by
      (ii) $ 17.65, or, in case an adjustment of such price has taken place
      pursuant to the provisions of Section 3.4 hereof, then at the price as
      last adjusted (the "Conversion Price"); upon surrender of the Debenture to
      the Company at any time during normal business hours, together with
      written notice (the "Conversion Notice") that the holder elects to convert
      such Debenture, in whole or in part, into such Common Stock in accordance
      with the provisions of this Section 3, and specifying the name or names in
      which the shares of Common Stock issuable upon such conversion shall be
      registered, together with the addresses of the persons so named, and, if
      so required by the Company, accompanied by a written instrument or
      instruments of transfer in form satisfactory to the Company duly executed
      by the registered holder or its attorney duly authorized in writing.

           3.2 As promptly as practicable after the surrender, as herein
      provided, of any Debenture for conversion and the receipt of the
      Conversion Notice relating thereto, the Company shall deliver to the
      Holder, or upon the written order of the Holder of the Debenture so
      surrendered, a certificate or certificates representing the number of
      fully-paid and non-assessable shares of Common Stock of the Company into
      which such Debenture shall be converted in accordance with the provisions
      of this Section 3. Subject to the following provisions of this Section
      3.2, such conversion shall be deemed to have been made at the close of
      business on the date that such Debenture shall have been surrendered for
      conversion together with the Conversion Notice, so that the rights of the
      Holder as a holder of the Debenture shall cease at such time and the
      person or persons entitled to receive the shares of Common Stock upon
      conversion of such Debenture shall be treated for all purposes as having
      become the record holder or holders of such shares of Common Stock at such
      time and such conversion shall be at the Conversion Price in effect at
      such time; provided, however, that no such surrender on any date when the
      stock transfer books of the Company shall be closed shall be effective to
      constitute the person or persons entitled to receive the shares of Common
      Stock upon such conversion as the record holder or holders of such shares
      of Common Stock on such date, but such surrender shall be effective to
      constitute the person or persons entitled to receive such shares of Common
      Stock as the record holder or holders thereof for all purposes at the
      close of business on the next succeeding day on which such stock transfer
      books of the Company are open and such conversion shall be at the
      Conversion Price in effect at the close of business on such next
      succeeding day.

           If the last day for the exercise of the conversion right shall not be
      a business day, then such conversion right may be exercised on the next
      succeeding business day.

           3.3 Upon full conversion, all principal and accrued interest due
      under this Debenture shall be discharged and the Company released from all
      obligations thereunder.

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<PAGE>
           3.4 The Conversion Price in effect from time to time shall be
      proportionately decreased in the event that the Company shall at any time
      (i) make a subdivision of shares of Common Stock outstanding or (ii) pay a
      dividend in shares of Common Stock or make a distribution in shares of
      Common Stock. The Conversion Price in effect from time to time shall be
      proportionately increased in the event that the Company shall at any time
      combine the shares of its Common Stock outstanding. An adjustment made
      pursuant to this Section 3.4 shall, in the case of a subdivision or
      combination, become effective retroactively immediately after the
      effective date thereof and shall, in the case of a dividend or
      distribution, become effective retroactively immediately after the record
      date for the determination of stockholders entitled thereto.

           3.5 Whenever the Conversion Price is adjusted pursuant to Section 3.4
      hereof, the Company shall promptly cause a notice stating that such
      adjustment has been effected and the adjusted Conversion Price to be given
      to such holder of Debentures at its address appearing on the Debenture
      registry books. Any calculation required to be made under this Section 3
      shall be made to the nearest cent or the nearest one-hundredth of a share,
      as the case may be.

           3.6 No fractional shares or scrip representing fractional shares
      shall be issued upon the conversion of any Debenture. If the conversion of
      any Debenture results in a fraction, an amount equal to such fraction
      multiplied by the Closing Price (as hereinafter defined) shall be paid to
      the persons who would otherwise be entitled to receive such fractional
      interests in cash by the Company.

           3.7 In case of any reclassification or change of outstanding shares
      of Common Stock issuable upon conversion of the Debentures (other than a
      change in par value, or from par value to no par value, or from no par
      value to par value, or as a result of a subdivision or combination), or in
      case of any consolidation or merger of the Company with or into another
      corporation (other than a merger in which the Company is the surviving
      corporation and which does not result in any reclassification or change of
      outstanding shares of Common Stock, other than a change in number of the
      shares issuable upon conversion of the Debentures) or in case of any sale
      or conveyance to another entity of all or substantially all of the assets
      of the Company, the holder of each Debenture then outstanding shall have
      the right thereafter to convert such Debenture into the kind and amount of
      shares of stock and other securities and property receivable upon such
      reclassification, change, consolidation, merger, sale or conveyance by a
      holder of the number of shares of Common Stock of the Company into which
      such Debenture might have been converted immediately prior to such
      reclassification, change, consolidation, merger, sale or conveyance. The
      above provisions of this Section 3.7 shall similarly apply to successive
      reclassifications and changes of shares of Common Stock and to successive
      consolidations, mergers, sales or conveyances.

           3.8 The Company covenants that it will at all times reserve and keep
      available out of its authorized Common Stock, solely for the purpose of
      issuance upon conversion of the Debentures as herein provided, such number
      of shares of Common Stock as shall then be issuable upon the conversion of
      all outstanding Debentures. The Company covenants that all shares of
      Common Stock which shall be so issuable shall be duly and validly issued,
      fully-paid and non-assessable.

           3.9 Before taking any action which would cause an adjustment reducing
      the Conversion Price below the then par value of the shares of Common
      Stock issuable upon conversion of the Debentures, the Company will take
      any corporate action which may, in the opinion of its counsel, be
      necessary in order that the Company may validly and legally issue
      fully-paid and non-assessable shares of such Common Stock at such adjusted
      Conversion Price.

           3.10 The issuance of certificates for shares of Common Stock upon the
      conversion of Debentures shall be made without charge to the converting
      Holders for any tax in respect of the issuance of such

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<PAGE>
      certificates, and such certificates shall be issued in the respective
      names of, or in such names as may be directed by, the holders of the
      Debentures converted; provided, however, that the Company shall not be
      required to pay any tax which may be payable in respect of any transfer
      involved in the issuance and delivery of any such certificate in a name
      other than that of the holder of the Debenture converted, 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.

         3.11 Upon conversion of this Debenture, but subject to Section 6
      hereof, the registered holder may be required to execute and deliver to
      the Company an instrument, in form reasonably satisfactory to the Company,
      representing that the shares of the Common Stock issuable upon conversion
      hereof are being acquired for investment and not with a view to
      distribution within the meaning of the Securities Act of 1933, as amended
      (the "Securities Act").

   4. No Prepayment; Demand of Repayment. This Debenture may not be prepaid by
the Company prior to the Maturity Date unless the Holder is provided with prior
written notice of same and consents to such prepayment in writing.
Notwithstanding the foregoing, in the event that at any time prior to the
Maturity Date, (i) the Company receives no less than $25 million in gross
financings, from any source, whether through the sale of debt and/or equity
securities, or (ii) there occurs any consolidation or merger of the Company with
or into another corporation or entity in which the Company is not the surviving
or resulting company, or in case of any sale or conveyance to another company or
entity of all or substantially all of the assets of the Company (a "Change of
Control"), the Holder shall have the right, but not the obligation, to demand
immediate payment of all or any portion of the principal and interest
outstanding on this Debenture on such date.

   5. Restrictions Upon Transferability. Neither this Debenture nor the shares
of Common Stock issuable upon conversion of this Debenture have been registered
under the Securities Act and may not be sold or transferred in whole or in part
unless the Holder shall have first given notice to the Company describing such
sale or transfer and furnished to the Company (a) a certification that such
proposed transferee is an "accredited investor" as such term is defined under
Regulation D promulgated under the Securities Act, and (b) an agreement by such
transferee to be bound by the terms of this Debenture; provided, however, that
the foregoing shall not apply if there is in effect a registration statement
with respect to this Debenture at the time of the proposed sale or transfer.

  6.  Events of Default and Remedies.

         6.1  An "Event of Default" shall occur if:

         (a) There shall occur a Change of Control; or

         (b) The Company defaults in the payment of a Debenture, when and as the
         same shall become due and payable whether at maturity thereof, or by
         acceleration or otherwise and such default shall continue for a period
         of 5 days; or

         (c) The Company breaches any of the representations or warranties set
         forth in the Agreements or fails to comply with any of the covenants,
         conditions or agreements contained therein, and such breach or failure
         to comply, as the case may be, shall continue for a period of 15 days;
         or

         (d) The Company fails to comply with any of the covenants, conditions
         or agreements set forth in the Debentures and such failure to comply
         shall continue for a period of 15 days; or

                                        4
<PAGE>

         (e) The Company shall file or consent by answer or otherwise to the
         entry of an order for relief or approving a petition for relief or
         reorganization or arrangement or any other petition in bankruptcy, for
         liquidation or to take advantage of any bankruptcy or insolvency law of
         any jurisdiction, or shall make an assignment for the benefit of its
         creditors, or shall consent to the appointment of a custodian,
         receiver, trustee or other officer with similar powers of itself or of
         any substantial part of this property, or shall be adjudicated a
         bankrupt or insolvent, or shall take corporate action for the purpose
         of any of the foregoing, or if a court or governmental authority of
         competent jurisdiction shall enter an order appointing a custodian,
         receiver, trustee or other officer with similar powers with respect to
         the Company or any substantial part of its property, or constituting an
         order for relief or approving a petition for relief or reorganization
         or any other petition in bankruptcy or for liquidation or to take
         advantage of any bankruptcy or insolvency law of any jurisdiction, or
         ordering the dissolu tion, winding up or liquidation of the Company, or
         if any such petition shall be filed against the Company and such
         petition shall not be dismissed within 60 days; or

         (f) A final judgment for the payment of money shall be rendered by a
         court of competent jurisdiction against the Company or any of its
         subsidiaries and the Company or such subsidiary, as the case may be,
         shall not discharge the same, or procure a stay of execution thereof
         within 30 days from the date of entry thereof and within such 30 day
         period or such longer period during which execution of such judgment
         shall have been stayed, appeal therefrom and cause the execution
         thereof to be stayed during such appeal, and such judgment, together
         with all other judgments against the Company and its subsidiaries,
         shall exceed in the aggregate $250,000 in excess of any insurance as to
         the subject matter of such judgments, as to which coverage has not been
         declined or the underlying claim rejected by the applicable insurer; or

         (g) The liquidation or dissolution of the Company or any of its
         subsidiaries or any vote in favor thereof by the board of directors and
         shareholders of the Company or such subsidiary, provided that any
         subsidiary may be dissolved to the extent its assets are transferred
         to, and its liabilities are assumed by, the Company or another
         subsidiary of the Company; or

         (h) An attachment or garnishment is levied against the assets of the
         Company or any of its subsidiaries involving an amount in excess of
         $250,000 and the lien created by such levy is not vacated, bonded or
         stayed within 10 days after such lien has attached to such assets; or

         (i) The Company or any of its subsidiaries defaults in the payment
         (regardless of amount) when due of the principal of, interest on, or
         any other liability on account of, any indebtedness of the Company or
         any of its subsidiaries (other than the Debentures) or a default occurs
         in the performance or observance by the Company or any of its
         subsidiaries of any covenant or condition (other than for the payment
         of money) contained in any note (other than this Debenture) or
         agreement evidencing or pertaining to any such indebtedness, which
         causes the maturity of such indebtedness to be accelerated or permits
         the Holder or Holders of such indebtedness to declare the same to be
         due prior to the stated maturity thereof.

          6.2 In case an Event of Default or bankruptcy, insolvency or
      reorganization shall occur and be continuing, the holders of at least a
      majority in aggregate principal amount of Debentures then outstanding, or
      their duly authorized agent, by notice in writing to the Company may
      declare all unpaid principal and accrued interest on all of the Debentures
      then outstanding, due and payable without any other act on the part of the
      holders of the Debentures. Such acceleration may be annulled and past

                                        5
<PAGE>
      defaults (except, unless theretofore cured, a default in payment of
      principal or interest on the Debentures) may be waived by the holders of a
      majority in aggregate principal amount of the Debentures then outstanding
      or their duly authorized agent.

         6.3 Should the indebtedness represented by this Debenture or any part
      thereof be collected in any proceeding, or this Debenture be placed in the
      hands of attorneys for collection after default, the Company agrees to pay
      as an additional obligation under this Debenture, in addition to the
      principal due and payable hereon, all reasonable costs of collecting this
      Debenture, including reasonable attorneys' fees.

   7. Covenants. The Company covenants and agrees that for so long as any
portion of the indebtedness evidenced by this Debenture, whether principal,
accrued and unpaid interest or any other amount at any time due hereunder,
remains unpaid:

          7.1. The Company will not, and will not permit any of its subsidiaries
      to, without the consent of the majority of the Holders:

                  (a) Purchase or otherwise redeem any Common Stock or other
                  equity securities of the Company or any of its subsidiaries,
                  or declare or pay any dividends in cash or other assets on any
                  of its Common Stock or other equity securities.

                  (b) (i) Amend the certificate or articles of incorporation or
                  by-laws of the Company or any of its subsidiaries in any
                  manner which would impair or reduce the rights of the Holders
                  of the Debentures; (ii) effect a merger or consolidation in
                  which neither the Company nor any of its subsidiaries is the
                  surviving entity or (iii) liquidate, wind up its affairs or
                  dissolve.

          7.2. The Company will, and will cause its subsidiaries to:

                  (a) Pay and discharge all lawful taxes, assessments and
                  governmental charges or levies imposed upon it, upon its
                  income and profits or upon any of its assets, before the same
                  shall become in default, as well as all lawful claims for
                  labor, materials and supplies which, if unpaid, might become a
                  lien or charge upon such properties or any part thereof,
                  provided, however, that neither the Company nor any such
                  subsidiary will be required to pay and discharge any such tax,
                  assessment, charge, levy or claim so long as (i) the validity,
                  applicability and/or the amount thereof shall be contested in
                  good faith by appropriate proceedings, (ii) the Company or
                  such subsidiary, as the case may be, shall have set aside on
                  its books adequate reserves in accordance with GAAP with
                  respect to any such tax, assessment, charge, levy or claim so
                  contested, and (iii) enforcement of any lien on any assets of
                  the Company or such subsidiary associated with any such taxes,
                  assessments, charges, levies or claims shall have been
                  effectively stayed or fully bonded pending the final
                  determination of any such proceedings.

                  (b) Do or cause to be done all things necessary to preserve
                  and keep in full force and effect its corporate existence,
                  rights and franchises and to comply in all material respects
                  with all laws, regulations and orders of each governmental
                  authority having jurisdiction over the Company and/or its
                  subsidiaries.

                  (c) At all times maintain true and complete records and books
                  of account in which all of the financial transactions of the
                  Company and its subsidiaries are duly recorded in conformance
                  with GAAP.

                                        6
<PAGE>
                  (d) Take all action which may be necessary or expedient
                  (including, without limitation, reserving sufficient shares of
                  Common Stock for the issuance upon conversion of this
                  Debenture) to assure that, upon conversion of any of the
                  Debentures, all shares of Common Stock issuable upon such
                  conversion will be duly and validly issued, fully paid, non-
                  assessable and not subject to the preemptive rights of any
                  shareholder.

                  (e) Comply in all material respects with (i) the applicable
                  laws and regulations wherever its business is conducted, (ii)
                  the provisions of its charter documents and by-laws, (iii) all
                  agreements and instruments by which it or any of its
                  properties may be bound and (iv) all applicable decrees,
                  orders and judgements.

   8. Amendments. This Debenture may be amended, modified, superseded, canceled,
renewed or extended, and the terms hereof may be waived, only by a written
instrument signed by the Company and holders of at least a majority in aggregate
principal amount of the Debentures at the time outstanding, or their duly
authorized agent; provided, however, that consent by all of the Holders shall be
required to modify the terms of this Debenture affecting the payment of
principal of, or interest on, the Holder's Debenture.

   9. No Waiver. No delay on the part of any party in exercising any right,
power or privilege hereunder shall operate as a waiver hereof, nor shall any
waiver on the part of any party of any right, power or privilege hereunder, nor
any single or partial exercise of any right, power or privilege hereunder
preclude any other or further exercise hereof or the exercise of any other
right, power or privilege hereunder. The rights and remedies provided herein are
cumulative and are not exclusive of any rights or remedies which any party may
otherwise have at law or in equity.

   10. Loss, Theft, Destruction or Mutilation of Debenture. Upon receipt by the
Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Debenture, and of indemnity or security
reasonably satisfactory to the Company, and upon reimbursement to the Company of
all reasonable expenses incidental thereto, and upon surrender and cancellation
of this Debenture, if mutilated, the Company will make and deliver a new
Debenture of like tenor and of the same series, in lieu of this Debenture. Any
Debenture made and delivered in accordance with the provisions of this Section
shall be dated as of the date hereof.

   11. Notice. Any notice or other communication required or permitted hereunder
shall be in writing and shall be delivered personally, by facsimile or sent by
certified, registered, or express mail, postage prepaid, and shall be deemed
given when so delivered personally telegraphed or, if mailed, five days after
the date of deposit in the United States, as follows (i) if to the Company, to
CONSTELLATION 3D, INC., 230 Park Avenue, Suite 453, New York, NY 10169 Attn:
President and (ii) if to the holder of this Debenture, at such addresses as set
forth in the Subscription Agreement of the holder of this Debenture.

   12. Corporate Obligation. It is expressly understood that this Debenture is
solely a corporate obligation of the Company, and that any and all personal
liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every promoter, subscriber,
incorporator, shareholder, officer, or director, as such, are hereby expressly
waived and released by the holder hereof by the acceptance of this Debenture and
as a part of the consideration for the issue hereof.


                                        7
<PAGE>
   13. Governing Law. This Debenture shall be governed by a construed in
accordance with the laws of the State of New York, without giving effect to
conflict of law principles. The Company (l) agrees that any legal suit, action
or proceeding arising out of or relating to this Debenture shall be instituted
exclusively in New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York, (2) waives
any objection which the Company may have now or hereafter to the venue of any
such suit, action or proceeding, and (3) irrevocably consents to the
jurisdiction of the New York State Supreme Court, County of New York, and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding. The Company further agrees to accept and acknowledge
service of any and all process which may be served in any such suit, action or
proceeding in the New York State Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York and agrees
that service of process upon the Company mailed by certified mail to the
Company's address shall be deemed in every respect effective service of process
upon the Company, in any such suit, action or proceeding. THE PARTIES HERETO
AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS PLACEMENT AGENCY AGREEMENT OR ANY
DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

   14. Successors and Assigns. All the covenants, stipulations, promises and
agreements in this Debenture contained by or on behalf of the Company shall bind
its successors and assigns, whether or not so expressed.

   15. Enforceability. If any provision of this Debenture shall be held to be
invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Debenture, and
this Debenture shall be construed as if any invalid, illegal or unenforceable
provisions had not been contained herein; provided however, that default in the
performance or observance by the Company of any provision of this Debenture
which has been held to be invalid, illegal or unenforceable shall,
notwithstanding such invalidity, illegality or unenforceability, constitute an
Event of Default hereunder, if such default would have constituted an Event of
Default without regard to such invalidity, illegality or unenforceability.

                                        8


<PAGE>

   IN WITNESS WHEREOF, the Company has caused this Debenture to be signed in its
corporate name by a duly authorized officer and to be dated as of the date first
above written.


                                            CONSTELLATION 3D, INC.




                                            By /s/ Eugene Levich
                                               -------------------------------
                                                Authorized Officer








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