<PAGE>

                                                                    EXHIBIT 4.35

                                                                  EXECUTION COPY


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR OTHERWISE.  THIS ADJUSTMENT 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 ADJUSTMENT WARRANT

No. AW1

              To Receive Shares of $.001 Par Value Common Stock of

                             CONSTELLATION 3D, INC.

     THIS CERTIFIES that, for value received, Hershkovitz Jacqueline (the
"Investor") is entitled, upon the terms, at the times and subject to the
conditions hereinafter set forth, at any time after the termination of the
Adjustment Period (as defined herein) but prior to 5:00 p.m. New York City time
on September 12, 2005 (the "Termination Date"), to subscribe for and receive
from time to time from CONSTELLATION 3D, INC., a Florida corporation (the
"Company"), all or any portion of an aggregate number of shares of Common Stock
of the Company determined pursuant to Section 3 hereof (the "Adjustment
Shares").  The "Exercise Price" is $0.  The number of shares for which the
Adjustment Warrant is exercisable shall be subject to adjustment as provided
herein.  This Adjustment Warrant is being issued in connection with the Common
Stock Investment Agreement dated as of September 12, 2000 (the "Purchase
Agreement") entered into by the Company and the Investor.  Any capitalized terms
used but not defined in this Adjustment Warrant shall have the meaning specified
in the Purchase Agreement.

1.   Title of Adjustment Warrant.  Prior to the expiration hereof and subject to
     ---------------------------
     compliance with applicable laws, this Adjustment Warrant and all rights
     hereunder are transferable, in whole or in respect of the right to receive
     any part of the Adjustment Shares, at the office or agency of the Company
     by the holder hereof in person or by duly authorized attorney, upon
     surrender of this Adjustment 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 from time to time of rights
     represented by this Adjustment Warrant, upon exercise of the rights
     represented by this Adjustment Warrant, will be duly authorized, validly
     issued, fully paid and nonassessable and free from all
<PAGE>

     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).

3.   Exercise of Adjustment Warrant for Adjustment Shares.
     ----------------------------------------------------

(a)  Definitions.
     -----------

     Subject to Section 3(e), "Adjustment Period" means the period starting 15
     Trading Days after the day on which a registration statement covering the
     Initial Shares is first declared effective by the SEC and ending on and
     including the 50th consecutive Trading Day thereafter.  For the avoidance
     of doubt, the Adjustment Period with respect to an Adjustment Warrant
     issued in connection with the exercise of an Optional Warrant shall be the
     same period in time as the Adjustment Period with respect to the Adjustment
     Warrants issued in connection with the sale of the Initial Shares, even if
     the Adjustment Period has ended prior to the exercise of such Optional
     Warrant.

     "Adjusted Share Purchase Price" means 115% of the Share Purchase Price.
     The Adjusted Share Purchase Price shall be appropriately adjusted to
     reflect stock splits, reverse stock splits, stock dividends,
     recapitalizations, etc.

     "Average Price" means, with respect to a particular day during the
     Adjustment Period, the average of the 20 lowest daily trades for a share of
     Common Stock from the commencement of the Adjustment Period up to and
     including the date on which such calculation is made.

     "Effective Registration" shall have the meaning specified in the Purchase
     Agreement.

     "Principal Market" shall have the meaning specified in the Purchase
     Agreement.

(b)  The number of Adjustment Shares deliverable will be calculated in
     accordance with Section 3(c).  No shares will be due pursuant to Section
     3(c) unless the Average Price is less than the Adjusted Share Purchase
     Price.

(c)  Adjustment Share Calculations.  Subject to Sections 3(e) and (f), the
     -----------------------------
     number of Adjustment Shares (if any) issuable in respect of the Adjustment
     Period shall be calculated immediately following the close of trading of
     the Principal Market on the final Trading Day of the Adjustment Period,
     using the following formula:

     # of Adjustment Shares = ($172,500 Average Price) - # of Initial Shares

     The number of Initial Shares used in the above calculation shall be
     appropriately adjusted for any stock slit, reverse stock split, stock
     dividend, recapitalization, etc.  Promptly after performing the
     calculations pursuant to Section 3(c), the Company shall deliver its
     written calculations to the Investor by facsimile.

     If this Adjustment Warrant was issued to the Investor pursuant to the
     exercise of an Optional Warrant, the term "Initial Shares" as used in this
     Adjustment Warrant

                                       2
<PAGE>

     shall be deemed to mean the Optional Warrant Shares received upon such
     exercise of such Optional Warrant.

(d)  Exercise of Adjustment Warrant.  Exercise of the rights represented by this
     ------------------------------
     Adjustment Warrant may be made at any time or times, in whole or in part,
     after the 20th day of the Adjustment Period and prior to 5:00 p.m. New York
     City time on the Termination Date, by the surrender on any business day of
     this Adjustment Warrant and a Notice of Exercise in the form 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); whereupon the holder of this
     Adjustment Warrant shall be entitled to receive a certificate for the
     number of Adjustment Shares for which this Adjustment Warrant has been so
     exercised.  Certificates for Adjustment Shares shall be delivered to the
     holder hereof within five (5) Trading Days after the date on which this
     Adjustment Warrant shall have been exercised as aforesaid (such event being
     a "Fill-Up Closing").  An exercise of this Adjustment Warrant shall be
     deemed for all purposes a "cashless" exercise.

(e)  Effective Registration During Stock Adjustment Period.
     -----------------------------------------------------

          (i) If at any time during the Adjustment Period there shall be a lack
     of Effective Registration, the Investor (as to itself only) may at its
     option either (x) waive the lack of Effective Registration, in which case
     the Adjustment Period will continue uninterrupted with respect to the
     Investor in accordance with the other provisions of this Section 3, or (y)
     by written notice to the Company (delivered no later than 24 hours after
     actually receiving written notification from the Company of such lack of
     Effective Registration) elect to suspend such Adjustment Period with
     respect to itself only (a "Suspension Notice").

          (ii) If the Investor elects pursuant to subsection (i) above to
     suspend a particular Adjustment Period and Effective Registration is
     subsequently re- established either before or after the scheduled end of
     the Adjustment Period, then the Investor may, at its option, elect (x) to
     treat the Adjustment Period as tolled for the duration (however long) of
     the lack of Effective Registration, such that the first full day of
     Effective Registration following delivery of the Suspension Notice shall be
     treated as and deemed to be the next day of the tolled Adjustment Period,
     (y) to treat the Adjustment Period as having never commenced, such that the
     first full day of Effective Registration following delivery of the
     Suspension Notice shall be treated as and deemed to be the first day of the
     Adjustment Period, or (z) to treat the Adjustment Period as having been
     extended by such number of days that is equal to the duration of the lack
     of Effective Registration. The Investor shall have two (2) Trading Days
     after receiving written notice from the Company of the re-establishment of
     Effective Registration to make such election.

(f)  Effective Registration as of Fill-Up Closing.  If there is not Effective
     --------------------------------------------
     Registration on the date of a Fill-Up Closing, then the Investor shall have
     the option (as to itself only) but not the obligation to receive from the
     Company, in lieu of the Adjustment Shares otherwise deliverable, an amount
     in immediately available funds equal to the product of (i) the

                                       3
<PAGE>

     average closing bid price of the Common Stock on the Principal Market from
     the final Trading Day of the Adjustment Period through and including the
     Trading Day immediately prior to such Fill-Up Closing and (ii) the number
     of Adjustment Shares the Company otherwise would be obligated to deliver to
     such Investor at such Fill-Up Closing.

(g)  Remedies.  If the Company fails to deliver the specified number of
     --------
     Adjustment Shares to the Investor within 10 Trading Days of the time and at
     the place specified herein, then the Investor may, without reducing its
     other rights at law or in equity, compel the Company to repurchase all or a
     part of its Securities (including the number of Adjustment Shares which,
     without regard to Effective Registration, should have been delivered by the
     Company) at the applicable Premium Redemption Price (as defined and
     specified in the Registration Rights Agreement).

(h)  Adjustments.  The number of Adjustment Shares shall be appropriately
     -----------
     adjusted to reflect any stock split, reverse stock split, stock dividend,
     recapitalization or similar event so that the Investor receives the same
     economically equivalent value of Adjustment Shares as it would in the
     absence of such event.

(i)  Short Sales.  The Investor agrees that prior to expiration of the
     -----------
     Adjustment Period, it will not engage in short sales of Common Shares with
     the intent of lowering the market price of such shares.  The fact that the
     market price of the Common Shares declines contemporaneously with short
     sales effected by the Investor shall not be deemed a presumption that the
     Investor had the intent of so lowering the market price.

(j)  Miscellaneous.  The Adjustment Shares shall upon delivery to the Investor
     -------------
     be fully-paid, nonassessable, shares of Common Stock, free and clear of all
     liens and encumbrances and duly eligible for trading on each exchange and
     market on which shares of Common Stock are then traded.

(k)  If the number of Adjustment Shares would be but for this Section 3 greater
     than 5,225 (as appropriately adjusted for stock splits, reverse stock
     splits, stock dividends, recapitalizations and the like) and the Company
     has delivered a written notice to the Investor on any date after the date
     hereof until 5:00 p.m. New York City time on the Option Day (as defined
     below) that it has elected the terms of this Section 3(k) to be effective
     upon such an event (such notice to be irrevocable once delivered) (an
     "Option Notice"), the number of Adjustment Shares shall be reduced to 5,225
     (as appropriately adjusted for stock splits, reverse stock splits, stock
     dividends, recapitalizations and the like) and the Company shall pay to the
     Investor, in cash, within 15 Trading Days after the termination of the
     Adjustment Period, an amount equal to the Excess Adjustment Amount (as
     defined below).  In the event an Option Notice has not been so delivered to
     the Investor in a timely manner, the terms of this Section 3(k) shall not
     be of any force or effect and the number of Adjustment Shares shall be as
     calculated in accordance with Section 3(c) above.

     For purposes hereof, the "Option Day" shall be the earlier of (i) the
     Trading Day immediately following the first Trading Day during the
     Adjustment Period on which the

                                       4
<PAGE>

     Common Stock trades below $6.50 on the Principal Market at any time during
     such day, and (ii) the Trading Day immediately following the first Trading
     Day during the Adjustment Period on which the Average Price, as calculated
     as of the close of business on such day, is below $8.625 (each as
     appropriately adjusted for stock splits, reverse stock splits, stock
     dividends, recapitalizations, and the like).

     For purposes hereof, "Excess Adjustment Amount" shall mean:

          $172,500 - (20,000 x Average Price)"


4.   Non-Certificated Shares,  In lieu of delivering physical certificates
     -----------------------
     representing the Adjustment Shares, provided the Company's transfer agent
     is participating in the Depository Trust Company ("DTC") Fast Automated
     Securities Transfer ("FAST") program, upon request of the Adjustment
     Warrant holder, the Company shall use its best efforts to cause its
     transfer agent to electronically transmit the Adjustment Shares to the
     Adjustment Warrant holder by crediting the account of the Adjustment
     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 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.

5.   No Fractional Shares or Scrip.  No fractional shares or scrip representing
     -----------------------------
     fractional shares shall be issued upon the issuance of the Adjustment
     Shares


6.   Charges, Taxes and Expenses.  Issuance of certificates for shares of Common
     ---------------------------
     Stock upon the exercise of this Adjustment Warrant shall be made without
     charge to the holder hereof for any 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 Adjustment
     Warrant or in such name or names as may be directed by the holder of this
     Adjustment 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 Adjustment Warrant, this Adjustment 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
     Adjustment Warrant certificates or any certificates for the Adjustment
     Shares other than the issuance of a Adjustment Warrant certificate to the
     Investor in connection with the Investor's surrender

                                       5
<PAGE>

     of a Adjustment Warrant certificate upon the exercise of less than all of
     the Adjustment 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.

7.   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
     Adjustment Warrant.

8.   No Rights as Shareholder until Exercise.  Subject to Section 13 of this
     ---------------------------------------
     Adjustment Warrant and the provisions of any other written agreement
     between the Company and the Investor, the Investor shall not be entitled to
     vote or receive dividends or be deemed the holder of Adjustment 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 Investor, 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 Adjustment
     Warrant shall have been exercised as provided herein. However, at the time
     of the exercise of this Adjustment Warrant pursuant to Section 3 hereof,
     the Adjustment Shares received 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 Adjustment Warrant shall have been exercised.

9.   Assignment and Transfer of Adjustment Warrant.  This Adjustment Warrant may
     ---------------------------------------------

     be assigned in whole or in part by the surrender of this Adjustment 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
                                                    --------  -------
     Adjustment 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 Company,
     an opinion of counsel reasonably satisfactory to the Company is obtained by
     the holder of this Adjustment Warrant to the effect that the transaction is
     so exempt.

10.  Loss, Theft, Destruction or Mutilation of Adjustment Warrant.  Upon receipt
     ------------------------------------------------------------
     by the Company of evidence reasonably satisfactory to it of the loss,
     theft, destruction or mutilation of any Adjustment Warrant or stock
     certificate representing the Adjustment 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.
     Upon surrender and cancellation of such Adjustment Warrant or stock
     certificate, if mutilated, the Company will make and deliver a new
     Adjustment Warrant or stock certificate of like tenor and dated as of such
     cancellation, in lieu of this Adjustment Warrant or stock certificate.

                                       6
<PAGE>

11.  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.

12.  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
     Adjustment Warrant shall have the right thereafter to purchase, by exercise
     of this Adjustment Warrant, the kind and amount of cash, 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 Adjustment Warrant
     been exercised immediately prior thereto, subject to further adjustment as
     provided in Section 13. 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.

13.  Adjustment of Number of Adjustment Warrant Shares.  The number of and kind
     -------------------------------------------------
     of securities purchasable upon exercise of this Adjustment Warrant 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
     Adjustment Warrant subdivide its outstanding securities as to which
     purchase rights under this Adjustment Warrant exist, by split-up, spin-off,
     or otherwise, or combine its outstanding securities as to which purchase
     rights under this Adjustment Warrant exist, the number of Adjustment Shares
     as to which this Adjustment 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.

(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 Adjustment 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.

(c)  Other Distributions.  If at any time after the date hereof the Company
     -------------------
     distributes to holders of 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 Adjustment Shares for which this

                                       7
<PAGE>

     Adjustment Warrant is exercisable shall be increased to equal: (i) the
     number of Adjustment Shares for which this Adjustment 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 Adjustment Warrant holder) of any and all such
     evidences of indebtedness, shares of capital stock, other securities or
     property, so distributed.  In lieu of such change to the number of
     Adjustment Shares for which this Adjustment Warrant is exercisable, the
     Investor (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 Adjustment Warrant had been exercised in full for Adjustment Shares as
     of the record date for such distribution, without regard to the
     restrictions contained in Section 14.

     This clause will not hold for shares distributed under stock option plans,
     --------------------------------------------------------------------------
     rewards for services or property, investment or other type of financing,
     ------------------------------------------------------------------------
     mergers or other type of commercial agreements that involve issuance of
     -----------------------------------------------------------------------
     shares
     ------

     For purposes of this Adjustment Warrant, "Fair Market Value" shall equal
     the 10 Trading Day average closing trading price of the Common Stock on the
     Principal Market for the 10 Trading Days preceding the date of
     determination or, if the Common Stock is not listed or admitted to trading
     on any Principal 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 Holder, or, if the Common Stock is
     not listed or admitted to trading on the Principal 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 Holder.

(d)  .  Merger,.  In case the Company will 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, the Company
     will try to achieve that  such transferee or 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 Optional
     Warrant to be performed and observed by the Company. In case the Company
     cannot achieve such a commitment then the holder will be entitled to
     immediately exercise this Optional Warrant.

(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 Adjustment Warrant exist into the same or a different
     number of securities of any other class or classes, then the Adjustment
     Warrant Holder shall thereafter be entitled to receive upon exercise of
     this Adjustment Warrant, during the period specified herein, the number of

                                       8
<PAGE>

     shares or other securities or property resulting from such reorganization
     or reclassification, which would have been received by the Adjustment
     Warrant Holder for the shares of stock subject to this Adjustment Warrant
     had this Adjustment Warrant at such time been exercised.

14.  9.99% Limitation. Void.
     ----------------

15.  Miscellaneous.
     -------------

(a)  Choice Of Law; Venue; Jurisdiction.  THE PROVISIONS OF THIS ADJUSTMENT
     ----------------------------------
     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
     ADJUSTMENT WARRANT SHALL BE BINDING UPON ANY SUCCESSORS OR ASSIGNS OF THE
     COMPANY.  THIS ADJUSTMENT 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 ADJUSTMENT 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 ADJUSTMENT 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 ADJUSTMENT 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 AT ITS ADDRESS
     IN ACCORDANCE WITH SECTION 15(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 Adjustment 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 Investor, each future holder of this Adjustment Warrant
     and the Company.  No waivers of, or exceptions to, any term, condition or
     provision of this Adjustment Warrant, in any one or more instances, shall
     be

                                       9
<PAGE>

     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 Investor or future holders hereof or the Company
     shall be personally delivered or shall be sent by certified or registered
     mail, postage prepaid, to the Investor 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 Adjustment 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 15(c).

(d)  Severability.  Whenever possible, each provision of this Adjustment Warrant
     ------------
     shall be interpreted in such manner as to be effective and valid under
     applicable law, but if any provision of this Adjustment 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 Adjustment Warrant in such jurisdiction or
     affect the validity, legality or enforceability of any provision in any
     other jurisdiction, but this Adjustment 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 Adjustment 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 Adjustment Warrant holder against impairment.
     Without limiting the generality of the foregoing, the Company (a) will not
     increase the par value of any Adjustment 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 Adjustment Shares on the
     exercise of this Adjustment Warrant.

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

Dated: September 12, 2000

                              CONSTELLATION 3D, INC.

                              By: /s/  Eugene Levich
                                  --------------------------
                                  Name: Eugene Levich

                                       10
<PAGE>

                                 Title:  President

Agreed and Accepted
this September 12, 2000

HERSHKOVITZ JACQUELINE


By:
   --------------------------
   Name:
   Title:

                                       11
<PAGE>

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

To:  CONSTELLATION 3D, INC.

(1)  The undersigned hereby elects to receive ________ shares of Common Stock of
     CONSTELLATION 3D, INC. pursuant to the terms of the attached Adjustment
     Warrant in a "cashless" exercise.

(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)

                        _______________________________
                                    (Signature)

                        _______________________________
                                    (Address)


(3)  Please issue a new Adjustment Warrant for the unexercised portion of the
     attached Adjustment 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 Adjustment Warrant, execute
                   this form and supply required information.
            Do not use this form to exercise the Adjustment Warrant.)



     FOR VALUE RECEIVED, the foregoing Adjustment 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 Adjustment 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 Adjustment Warrant.