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                             CONSTELLATION 3D, INC.

                          Registration Rights Agreement

         Registration Rights Agreement (the "Agreement") dated as of March 24,
2000 by and among Constellation 3D, Inc., a Florida corporation (the "Company"),
and the investors listed on Exhibit A hereto (the "Investors").

         WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Company and the Investors have entered into a Securities Purchase
Agreement dated as of the date hereof (as in effect from time to time, the
"Purchase Agreement") in connection with the issuance and sale by the Company to
the Investors of 10% Subordinated Convertible Debentures (the "Debentures");

         WHEREAS, it is a condition to the purchase of the Debentures pursuant
to the Purchase Agreement that the Company and the Investors enter into this
Agreement; and

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and agreements herein contained, the parties hereto agree as
follows:

         1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

         "Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.

         "Common Stock" shall mean the Common Stock, par value $.001 per share,
of the Company, as constituted as of the date of this Agreement.

         "Eligible Securities" shall mean all Registrable Securities other than
Excluded Securities.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.

         "Excluded Securities" shall mean Registrable Securities that are free
of restriction on resale under the Securities Act (by removal of all restrictive
legends, instructions to transfer agent or otherwise) pursuant to Rule 144(k).

         "Register," "registered" and "registration" each shall refer to a
registration effected by preparing and filing a registration statement or
statements or similar documents in compliance with the Securities Act and the
declaration or ordering of effectiveness of such registration statement or
document by the Commission.

         "Registrable Securities" shall mean (i) the Common Stock issuable upon
conversion of the Debentures purchased by the Investors, (ii) any Common Stock
of the Company issued in exchange for or in replacement of such Debentures, or
Common Stock issued upon conversion thereof.


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         "Requisite Period" shall mean, with respect to a firm commitment
underwritten public offering, the period commencing on the effective date of the
registration statement and ending on the date each underwriter has completed the
distribution of all securities purchased by it and, with respect to any other
registration, the period commencing on the effective date of the registration
statement and ending on the earlier of (i) the date on which the sale of all
Registrable Securities covered thereby is completed and (ii) 180 days after such
effective date.

         "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder, all as the same shall be
in effect at the applicable time.

         "Capitalized terms" used but not defined herein shall have the meanings
set forth in the Purchase Agreement.

         2. Intentionally Omitted.

         3.A Piggyback Registration. If the Company at any time (other than
pursuant to Section 2) from the date of this Agreement through the third
anniversary of the closing of the Purchase Agreement, proposes to register any
of its securities under the Securities Act for sale to the public, whether for
its own account or for the account of other security holders or both (except
with respect to registration statements on Forms S-4, S-8 and any successor
forms thereto as well as registrations that do not permit resales), each such
time it will give written notice to such effect to all holders of outstanding
Registrable Securities at least 30 days prior to such filing. Upon the written
request of any such holder received by the Company within 20 days after the
giving of any such notice by the Company to register any of its Eligible
Securities, the Company will cause the Eligible Securities as to which
registration shall have been so requested to be included in the securities to be
covered by the registration statement proposed to be filed by the Company, all
to the extent required to permit the sale or other disposition by the holder of
such Eligible Securities so registered. Notwithstanding the foregoing, in the
event that any registration pursuant to this Section 3.A shall be, in whole or
in part, an underwritten public offering of Common Stock, the number of Eligible
Securities to be included in such an underwriting may be reduced (pro rata among
the requesting holders and Sands Brothers & Co., Ltd., as placement agent for
the Company, and its assigns and the other selling stockholders (based upon the
number of Eligible Securities requested to be registered by them)) if and to the
extent that the managing underwriter shall be of the good faith opinion that
such inclusion would adversely affect the success of such an underwriting,
provided, that such number of Eligible Securities shall not be reduced if any
shares of Common Stock are to be included in such underwriting for the account
of any person other then the Company and its assigns or requesting holders of
Eligible Securities. Notwithstanding the foregoing provisions, the Company may
withdraw any registration statement referred to in this Section 3.A without
thereby incurring any liability to the holders of Eligible Securities.

         3.B S-3 Registration. In case the Company shall receive from any Holder
or Holders of not less than thirty-five percent (35%) of the Registrable
Securities then outstanding a written request or requests that the Company
effect a registration on Form S-3 and any related qualification or compliance
with respect to all or a part of the Registrable Securities owned by such Holder
or Holders, the Company will:

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                  (a) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders; and

                  (b) as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such Holder's
or Holders' Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other Holder or
Holders joining in such request as are specified in a written request given
within 15 days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 3.B: (i) if
Form S-3 is not available for such offering by the Holders; (ii) if the Holders,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at an aggregate price to the public (net of any
underwriters' discounts or commissions) of less than $500,000; (iii) if the
Company shall furnish to the Holders a certificate signed by the President of
the Company stating that, in the good faith judgment of the Board of Directors
of the Company, it would be seriously detrimental to the Company and its
stockholders for such Form S-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than 60 days after receipt of
the request of the Holder or Holders under this Section 3.B (provided, however,
that the Company shall not utilize this right more than once in any twelve month
period); or (iv) if the Company would be required to qualify to do business or
to execute a general consent to service of process in effecting such
registration, qualification or compliance.

                  (c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders.

         4. Holdback Agreements.

                  (a) In connection with any registration of Registrable
Securities in connection with an underwritten public offering, each holder of
Registrable Securities, agrees, if so requested by the underwriter or
underwriters, not to effect any public sale or distribution (including any sale
pursuant to Rule 144 under the Securities Act) of any Registrable Securities,
and not to effect any such public sale or distribution of any other equity
security of the Company or of any security convertible into or exchangeable or
exercisable for any equity security of the Company (in each case other than as
part of such underwritten public offering), during the 180-day period, or such
other period as the managing underwriter of such offering shall reasonably
require, or such other period agreed to by the Attorney-in-fact or Power of
Attorney on behalf of the holders, beginning on the effective date of such
registration statement, provided that (i) such holder has received written
notice of such registration at least 15 days prior to such effective date and
(ii), with respect to any offering other than pursuant to a firm commitment
underwriting, the underwriters continue to actively market the Registrable
Securities until the earlier of the end of such lock-up period and the closing
with respect to the sale of all, or the final portion of, the Registrable
Securities offered by such holders;

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provided, however, that the immediately foregoing restrictions imposed on such
holder(s) by this Section 4(a)(ii) shall terminate on the earlier of the end of
such lock-up period and thirty (30) days after such closing.

                  (b) If any registration of Registrable Securities shall be in
connection with an underwritten public offering, the Company agrees (i) if
requested by the underwriter or underwriters, not to effect any public sale or
distribution of any of its equity securities or of any security convertible into
or exchangeable or exercisable for any equity security of the Company (other
than in connection with any employee stock option or other benefit plan which
has been duly adopted by the Company and which provides for the distribution to
participants in the plan of equity securities of the Company or securities
convertible or exchangeable or exercisable for equity securities of the Company,
or in connection with a merger or acquisition approved by the Board of Directors
of the Company) during the seven days prior to, and during the 180-day period,
or such other period as the managing underwriter of such offering shall
reasonably require, beginning on the effective date of such registration
statement (except as part of such registration) and (ii) that any agreement
entered into after the date of this Agreement pursuant to which the Company
issues or agrees to issue any privately placed equity securities shall contain a
provision under which holders of such securities agree that, if required by the
underwriter or underwriters, they will not effect any public sale or
distribution or any such securities during the period referred to in the
foregoing clause (i), including any sale pursuant to Rule 144 under the
Securities Act (except as part of such registration, if permitted), if such
holder is participating in the offering pursuant to such registration.

         5. Registration Procedures. If and whenever the Company is required by
the provisions hereof to use its best efforts to effect the registration of any
Registrable Securities under the Securities Act, the Company will, as
expeditiously as possible:

                  (a) prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become effective not later than 120 days from the date
of its filing and to remain effective for the Requisite Period;

                  (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the Requisite Period and comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement in accordance with the intended method of disposition set
forth in such registration statement for such period;

                  (c) furnish to each seller of Registrable Securities and to
each underwriter such number of copies of the registration statement and the
prospectus included therein (including each preliminary prospectus) as such
persons reasonably may request in order to facilitate the intended disposition
of the Registrable Securities covered by such registration statement;

                  (d) use its best efforts (i) to register or qualify the
Registrable Securities covered by such registration statement under the
securities or "blue sky" laws of such jurisdictions as the sellers of
Registrable Securities or, in the case of an underwritten public offering, the
managing

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underwriter, reasonably shall request, (ii) to prepare and file in those
jurisdictions such amendments (including post-effective amendments) and
supplements, and take such other actions, as may be necessary to maintain such
registration and qualification in effect at all times for the period of
distribution contemplated thereby and (iii) to take such further action as may
be necessary or advisable to enable the disposition of the Registrable
Securities in such jurisdictions, provided, that the Company shall not for any
such purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;

                  (e) use its best efforts to list the Registrable Securities
covered by such registration statement with any securities exchange on which the
Common Stock of the Company is then listed, or, if the Common Stock is not then
listed on a national securities exchange, use its best efforts to facilitate the
reporting of the Common Stock on the Nasdaq National Market or SmallCap Market;

                  (f) immediately notify each seller of Registrable Securities
and each underwriter under such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event of which the Company has knowledge as a
result of which the prospectus contained in such registration statement, as then
in effect, includes any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing and promptly
amend or supplement such registration statement to correct any such untrue
statement or omission;

                  (g) notify each seller of Registrable Securities of the
issuance by the Commission of any stop order suspending the effectiveness of the
registration statement or the initiation of any proceedings for that purpose and
make every reasonable effort to prevent the issuance of any stop order and, if
any stop order is issued, to obtain the lifting thereof at the earliest possible
time;

                  (h) permit a single firm or counsel designated as selling
stockholders' counsel by the holders of a majority in interest of the
Registrable Securities being registered to review the registration statement and
all amendments and supplements thereto for a reasonable period of time prior to
their filing (provided, however, that in no event shall the Company be required
to reimburse legal fees in excess of $10,000 per registration statement pursuant
to this Section 5(h));

                  (i) if the offering is an underwritten offering, enter into a
written agreement with the managing underwriter selected in the manner herein
provided in such form and containing such provisions as are usual and customary
in the securities business for such an arrangement between such underwriter and
companies of the Company's size and investment stature, including, without
limitation, customary indemnification and contribution provisions;

                  (j) if the offering is an underwritten offering, at the
request of any seller of Registrable Securities, use its best efforts to furnish
to such seller on the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such registration: (i) a copy of an opinion
dated such date of counsel representing the Company for the purposes of such
registration,

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addressed to the underwriters, stating that such registration statement has
become effective under the Securities Act and that (A) to the best knowledge of
such counsel, no stop order suspending the effectiveness thereof has been issued
and no proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act, (B) the registration statement, the
related prospectus and each amendment or supplement thereof comply as to form in
all material respects with the requirements of the Securities Act (except that
such counsel need not express any opinion as to financial statements or other
financial or statistical information contained therein) and (C) to such other
effects as reasonably may be requested by counsel for the underwriters; and (ii)
a copy of a letter dated such date from the independent public accountants
retained by the Company, addressed to the underwriters, stating that they are
independent public accountants within the meaning of the Securities Act and
that, in the opinion of such accountants, the financial statements of the
Company included in the registration statement or the prospectus, or any
amendment or supplement thereof, comply as to form in all material respects with
the applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters (including information as
to the period ending no more than five business days prior to the date of such
letter) with respect to such registration as such underwriters reasonably may
request;

                  (k) take all actions reasonably necessary to facilitate the
timely preparation and delivery of certificates (not bearing any legend
restricting the sale or transfer of such securities) representing the
Registrable Securities to be sold pursuant to the Registration Statement and to
enable such certificates to be in such denominations and registered in such
names as the Investors or any underwriters may reasonably request; and

                  (l) take all other reasonable actions necessary to expedite
and facilitate the registration of the Registrable Securities pursuant to the
Registration Statement.

         In connection with each registration hereunder, the sellers of
Registrable Securities will furnish to the Company in writing such information
with respect to themselves and the proposed distribution by them as reasonably
shall be necessary in order to assure compliance with federal and applicable
state securities laws.

         6. Expenses. All expenses incurred by the Company in complying with
Sections 2, 3.A and 3.B, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including
counsel fees) incurred in connection with complying with state securities or
"blue sky" laws, fees of the National Association of Securities Dealers, Inc.,
fees of transfer agents and registrars and fees and disbursements of one counsel
for the sellers of Registrable Securities (subject to the limitation in Section
5(h)), but excluding any Selling Expenses, are called "Registration Expenses."
All underwriting discounts and selling commissions applicable to the sale of
Registrable Securities are called "Selling Expenses."

         The Company will pay all Registration Expenses in connection with any
registration statement filed hereunder, and the Selling Expenses in connection
with each such registration statement shall be borne by the participating
sellers in proportion to the number of Registrable Securities sold by each or as
they may otherwise agree.


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         7. Indemnification and Contribution.

                  (a) In the event of a registration of any of the Registrable
Securities under the Securities Act pursuant to the terms of this Agreement, the
Company will indemnify and hold harmless and pay and reimburse, each seller of
such Registrable Securities thereunder, each underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registrable Securities were registered under the Securities Act
pursuant hereto or any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any violation or alleged violation of the Securities Act or any state
securities or blue sky laws and will reimburse each such seller, each such
underwriter and each such controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, that the Company will
not be liable in any such case if and to the extent that any such loss, claim,
damage or liability arises out of or is based upon the Company's reliance on an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by any such seller, any such
underwriter or any such controlling person in writing specifically for use in
such registration statement or prospectus.

                  (b) In the event of a registration of any of the Registrable
Securities under the Securities Act pursuant hereto each seller of such
Registrable Securities thereunder, severally and not jointly, will indemnify and
hold harmless the Company, each person, if any, who controls the Company within
the meaning of the Securities Act, each officer of the Company who signs the
registration statement, each director of the Company, each underwriter and each
person who controls any underwriter within the meaning of the Securities Act,
against all losses, claims, damages or liabilities, joint or several, to which
the Company or such officer, director, underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon reliance on any untrue statement or alleged untrue statement of
any material fact contained in the registration statement under which such
Registrable Securities were registered under the Securities Act pursuant hereto
or any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company and each such officer, director, underwriter and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action, provided, that such seller will be liable hereunder in any
such case if and only to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information pertaining to such seller, as such, furnished in
writing to the Company by such seller specifically for use in such

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registration statement or prospectus, and provided, that the liability of each
seller hereunder shall be limited to the proceeds received by such seller from
the sale of Registrable Securities covered by such registration statement.
Notwithstanding the foregoing, the indemnity provided in this Section 7(b) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or expense if such settlement is effected without the consent of such
indemnified party and provided further, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability (or
action in respect thereof) arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission in such registration
statement, which untrue statement or alleged untrue statement or omission or
alleged omission is completely corrected in an amendment or supplement to the
registration statement and the undersigned indemnitees thereafter fail to
deliver or cause to be delivered such registration statement as so amended or
supplemented prior to or currently with the sale of the Registrable Shares to
the person asserting such loss, claim, damage or liability (or actions in
respect thereof) or expense after the Company has furnished the undersigned with
the same.

                  (c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 7 and shall only relieve
it from any liability which it may have to such indemnified party under this
Section 7 if and to the extent the indemnifying party is materially prejudiced
by such omission. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof with counsel
reasonably satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume and
undertake the defense thereof, the indemnifying party shall not be liable to
such indemnified party under this Section 7 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation and of liaison with counsel so selected,
provided, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded based upon written advise of its counsel that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying
party, the indemnified party shall have the right to select a separate counsel
and to assume such legal defenses and otherwise to participate in the defense of
such action, with the expenses and fees of such separate counsel and other
expenses related to such participation to be reimbursed by the indemnifying
party as incurred.

                  (d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
holder of Registrable Securities exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this Section 7 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 7 provides for indemnification in such case, or (ii)

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contribution under the Securities Act may be required on the part of any such
selling holder or any such controlling person in circumstances for which
indemnification is provided under this Section 7; then, and in each such case,
the Company and such holder will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportion so that such holder is responsible for the portion
represented by the percentage that the public offering price of its Registrable
Securities offered by the registration statement bears to the public offering
price of all securities offered by such registration statement, and the Company
is responsible for the remaining portion; provided, that, in any such case, (A)
no such holder will be required to contribute any amount in excess of the public
offering price of all such Registrable Securities offered by it pursuant to such
registration statement and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.

         8. Changes in Capital Stock. If, and as often as, there is any change
in the capital stock of the Company by way of a stock split, stock dividend,
combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue as so changed.

         9. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Registrable Securities to the public without registration, at all
times, the Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;

                  (b) file with the Commission in a timely manner all reports
and other documents required of the Company under the Exchange Act; and

                  (c) furnish to each holder of Registrable Securities forthwith
upon request a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company as such
holder may reasonably request in availing itself of any rule or regulation of
the Commission allowing such holder to sell any Registrable Securities without
registration.

         10. Intentionally deleted.

         11. Representations and Warranties of the Company. The Company
represents and warrants to the Investors as follows:

                  (a) The execution, delivery and performance of this Agreement
by the Company have been duly authorized by all requisite corporate action and
will not violate any provision of law, any order of any court or other agency of
government, the Charter or By-laws of the Company or any provision of any
indenture, agreement or other instrument to which it or any or its properties or
assets is bound, conflict with, result in a breach of or constitute (with due
notice or lapse of time or

                                       -9-

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both) a default under any such indenture, agreement or other instrument or
result in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the properties or assets of the Company or its
subsidiaries.

                  (b) This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to any applicable bankruptcy,
insolvency or other laws affecting the rights of creditors generally and to
general equitable principles and the availability of specific performance.

         12. Assignment of Registration Rights. The rights to have the Company
register Registrable Securities pursuant to this Agreement may be assigned by
the Investors to transferees or assignees of such securities; provided, that the
Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee or assignee and the securities
with respect to which such registration rights are being assigned. The term
"Investors" as used in this Agreement shall include such permitted assigns.

         13. Miscellaneous.

                  (a) All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto (including
without limitation transferees of any Registrable Securities), whether so
expressed or not.

                  (b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by telecopier or
telex, addressed (i) if to the Company, at 230 Park Avenue, Suite 453, New York,
New York 10169; (ii) if to any other party hereto, at the address of such party
set forth beneath such party's signature to this Agreement; and (iii) if to any
subsequent holder of Registrable Securities, to it at such address as may have
been furnished to the Company in writing by such holder; or, in any case, at
such other address or addresses as shall have been furnished in writing to the
Company (in the case of a holder of Registrable Securities) or to the holders of
Registrable Securities (in the case of the Company) in accordance with the
provisions of this paragraph.

                  (c) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts
entered into and to be performed wholly within said State.

                  (d) Any judicial proceeding brought against any of the parties
to this Agreement on any dispute arising out of this Agreement of any matter
related hereto shall be brought in the courts of the State of New York and
County of New York or in the United States District Court for the Southern
District of New York, and, by execution and delivery of this Agreement, each of
the parties hereto accepts for itself and himself the process in any such action
or proceeding by the mailing of copies of such process to it or him, at its or
his address as set forth in paragraph 13(b) and irrevocably agrees to be bound
by any judgment rendered thereby in connection with this Agreement. Each party
hereto irrevocably waives to the fullest extent permitted by law any objection

                                      -10-

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that it or he may now or hereafter have to the laying of the venue of any
judicial proceeding brought in such courts and any claim that any such judicial
proceeding has been brought in an inconvenient forum. The foregoing consent to
jurisdiction shall not constitute general consent to service of process in the
State of New York for any purpose except as provided above and shall not be
deemed to confer rights on any person other than the respective parties to this
Agreement.

                  (e) This Agreement may not be amended or modified without the
written consent of the Company and the holders of at least a majority of the
Registrable Securities.

                  (f) Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. No waiver shall be effective
unless and until it is in writing and signed by the party granting the waiver.

                  (g) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  (h) The Company shall not grant to any third party any
registration rights more favorable than or inconsistent with any of those
contained herein, or which would in any way adversely affect the rights of
Investors hereunder, so long as any of the registration rights under this
Agreement remains in effect.

                  (i) If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.


                                      -11-

<PAGE>




                          REGISTRATION RIGHTS AGREEMENT

                                 SIGNATURE PAGE

         IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
this day 24th of March, 2000.

         If the Investor is an INDIVIDUAL, or if purchased as JOINT TENANTS, as
TENANTS IN COMMON or as COMMUNITY PROPERTY:



--------------------------                   --------------------------
Print Name(s)                                Social Security Number(s)

--------------------------                   --------------------------
Signature(s) of Purchaser(s)                 Signature(s) of Purchaser(s)

--------------------------                   --------------------------
Date                                         Address



If the Investor is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY OR
TRUST:

SANDS BROTHERS VENTURE CAPITAL LLC


----------------------------------
Name of Partnership,
Corporation, Limited Liability
Company or Trust


By: /s/ Martin S. Sands
    ------------------------------
Name: Martin S. Sands
Title: Manager, SB Venture Capital Management LLC, Manager


------------------------------
Address: 90 Park Avenue, NY NY 10016




                                      -12-

<PAGE>


ACCEPTED AND AGREED this 24th day of March, 2000.

Constellation 3D, Inc.


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




                                      -13-