<PAGE>

                                                                   Exhibit 10.35

                            CUMMINGS PROPERTIES, LLC
                                 STANDARD FORM

                             AMENDMENT TO LEASE # 1

      In connection with a lease currently in effect between the parties at 21-G
Olympia Avenue, Suites 80 and 85, Woburn, Massachusetts, executed on November
10, 2000 and terminating November 14, 2001, and in consideration of the mutual
benefits to be derived herefrom, Cummings Properties, LLC, LESSOR, and
Constellation 3D, Inc., LESSEE, hereby agree effective November 15, 2000, to
amend said lease as follows:

1.    Base rent is hereby changed to sixty nine thousand four hundred twenty
      (69,420) dollars per year or $5,785 per month.

2.    THIS PARAGRAPH DOES NOT APPLY

3.    Notwithstanding anything in Section 5 of the lease to the contrary, in
      consideration of the rent increase provided in Section 1 above, LESSOR
      shall pay all charges for utilities used at the leased premises, including
      gas, oil, water and sewer and electricity used during normal business
      hours for office lighting, building standard air conditioning equipment,
      and small office machines such as personal computers, copiers, facsimile
      machines and postage meters.

      This amendment shall not either party in any manner until it has been
executed by both parties. All other terms, conditions and covenants of the
present lease shall continue to apply, and to the extent any inconsistency
exists between this amendment and the lease, including any prior amendments, the
conditions herein shall control and supersede any earlier provisions.

      In Witness Whereof, LESSOR and LESSEE have hereunto set their hands and
common seals this _______ day of __________, 2000.

LESSOR: CUMMINGS PROPERTIES, LLC                LESSEE: CONSTELLATION 3D, INC.


  By:                                           By: /s/ Vladimir Schwartz
     ---------------------------                   -----------------------------
                 Duly Authorized                                 Duly Authorized
                                                   Print Name: Vladimir Schwartz
09/00
<PAGE>

                            CUMMINGS PROPERTIES, LLC

                                  STANDARD FORM

                                COMMERCIAL LEASE                  10000664-DJC-A

in consideration of the Covenants herein contained, Cummings Properties, LLC,
hereinafter called LESSOR, does hereby lease to Constellation 3D, Inc. (a FL
corp.), 230 Park Avenue, New York, NY 1016 hereinafter called LESSEE, the
following described premises, hereinafter called the leased premises:
approximately 2,243 square feet at 21-G Olympia Avenue, Suite 80 and 85, Woburn,
MA 01801.

TO HAVE AND HOLD the leased premises for a term of one (1) year commencing at
noon on November 15, 2000 and ending at noon on November 14, 2001 unless sooner
terminated as herein provided. LESSOR and LESSEE now covenant and agree that the
following terms and conditions shall govern this lease during the term hereof
and for such further time as LESSEE shall hold the leased premises or any
portion thereof.

      1. RENT. LESSEE shall pay to LESSOR base rent at the rate of sixty two
thousand six hundred ninety one (62,691) U.S. dollars per year, drawn on a U.S.
bank, payable in advance in monthly installments of $5,224.25 on the first day
in each calendar month. The first monthly payment, plus an appropriate fraction
of a monthly payment for any portion of a month at the commencement of the lease
term, shall be made upon LESSEE's execution of this lease. All payments shall be
made to LESSOR or agent at 200 West Cummings Park, Woburn, Massachusetts 01801,
or at such other place as LESSOR shall from time to time in writing designate.
If the "Cost of Living" has increased as shown by the Consumer Price Index
(Boston, Massachusetts, all items, all urban consumers), U.S. Bureau of Labor
Statistics, the amount of base rent due during each calendar year of the lease
and any extensions thereof shall be annually adjusted in proportion to any
increase in the Index. All such adjustments shall take place with the rent due
on January of each year during the lease term. The base month from which to
determine the amount of each increase in the Index shall be January 2000, which
figure shall be compared with the figure for November 2001, and each November
thereafter to determine the percentage increase (if any) in the base rent to be
paid during the following calendar year. In the event the Consumer Price Index
as presently computed is discontinued as a measure of "Cost of Living" changes,
any adjustment shall then be made on the basis of a comparable index then in
general use.

      2. SECURITY DEPOSIT. LESSEE shall pay to LESSOR a security deposit in the
amount of ten thousand four hundred (10,400) U.S. dollars upon the execution of
this lease by LESSEE, which shall be held as security for LESSEE's performance
as herein provided and refunded to LESSEE without interest at the end of this
lease, subject to LESSEE's satisfactory compliance with the conditions hereof.
LESSEE may not apply the security deposit to any payment due under the lease. In
the event of any default or breach of this lease by LESSEE, however, LESSOR may
elect to apply the security deposit first to any unamortized improvements
completed for LESSEE's occupancy, then to offset any outstanding invoice or
other payment due to LESSOR, and then to outstanding rent. If all or any portion
of the security deposit is applied to cure a default or breach during the term
of the lease, LESSEE shall restore said deposit forthwith. LESSEE's failure to
remit the full security deposit or any portion thereof or to restore said
deposit when due shall constitute a substantial lease default. Until such time
as LESSEE pays the security deposit and first month's rent, LESSOR may declare
this lease null and void for failure of consideration.

      3. USE OF PREMISES. LESSEE shall use the leased premises only for the
purpose of office space.

      4. ADDITIONAL RENT. LESSEE shall pay to LESSOR as additional rent a
proportionate share (based on square footage leased by LESSEE as compared with
the total leaseable square footage of the building or buildings of which the
leased premises are a part (hereinafter called the building)) of any increase in
the real estate taxes levied against the land and building, whether such
increase is caused by an increase in the tax rate, or the assessment on the
property or a change in the method of determining real estate taxes. LESSEE
shall make payment within 30 days after receipt of any invoice from LESSOR, and
any additional rent shall be prorated should the lease terminate before the end
of any tax year. The base from which to determine the amount of any increase in
taxes shall be the rate and the assessment in effect as of July 1, 2000.

      5. UTILITIES. LESSOR shall provide equipment per LESSOR's building
standard specifications to heat the leased premises in season and to cool all
office areas between May 1 and November 1. LESSEE shall pay all charges for
utilities used on the leased premises, including electricity, gas, oil, water
and sewer, and shall use whichever utility service provider LESSOR shall
designate from time to time. LESSEE shall pay the utility provider or LESSOR, as
applicable, for all such utility charges as determined by separate meters
serving the leased premises and/or as a proportionate share of the utility
charges for the building if not separately metered. LESSEE shall also pay LESSOR
a proportionate share of any other fees and charges relating in any way to
utility use at the building.

      6. COMPLIANCE WITH LAWS. LESSEE acknowledges that no trade, occupation,
activity or work shall be conducted in the leased premises or use made thereof
which may be unlawful, improper, noisy, offensive, or contrary to any applicable
statute, regulation, ordinance or bylaw. LESSEE shall keep all employees working
in the leased premises covered by Worker's Compensation Insurance and shall
obtain any licenses and permits necessary for LESSEE'S use and occupancy. LESSEE
shall be responsible for causing the leased premises and any alterations by
LESSEE allowed hereunder to be in full compliance with any applicable statute,
regulation, ordinance or bylaw.

      7. FIRE, CASUALTY, EMINENT DOMAIN. Should a substantial portion of the
leased premises, or of the property of which they are a part, be substantially
damaged by fire or other casualty, or be taken by eminent domain, LESSOR may
elect to terminate this lease. When such fire, casualty, or taking renders the
leased premises substantially unsuitable for their intended use, a proportionate
abatement of rent shall be made, and LESSEE may elect to terminate this lease
if: (a) LESSOR fails to give written notice within 30 days of intention to
restore the leased premises; or (b) LESSOR fails to restore the leased premises
to a condition substantially suitable for their intended use within 90 days of
said fire, casualty or taking. LESSOR reserves all rights for damages or injury
to the leased premises for any taking by eminent domain, except for damage to
LESSEE's property or equipment.

      8. FIRE INSURANCE. LESSEE shall not permit any use of the leased premises
which will adversely affect or make voidable any insurance on the property of
which the leased premises are a part or on the contents of said property, or
which shall be contrary to any law, regulation or recommendation from time to
time made by the Insurance Services Office (or successor organization), state
fire prevention agency, local fire department, LESSOR's insurer or any similar
entity. LESSEE shall not vacate the leased premises or permit same to be
unoccupied other than during LESSEE's customary non-business days or hours.
<PAGE>

      9. MAINTENANCE OF PREMISES. LESSOR shall be responsible for all structural
maintenance of [ILLEGIBLE] maintenance of all space heating and cooling
equipment, sprinklers, doors, locks, plumbing, and electrical wiring, but
specifically excluding damage caused by the careless, malicious, willful or
negligent acts of LESSEE or others, chemical, water or corrosion damage from any
source, and maintenance of any non-building standard leasehold improvements,
whether installed by LESSOR, LESSEE or a prior occupant. LESSEE agrees to
maintain at its expense all other aspects of the leased premises in the same
condition as they are at the commencement of the term or as they may be put in
with LESSOR's written consent during the term of this lease, normal wear and
tear and damage by fire or other casualty only excepted, and whenever necessary
to replace light bulbs and glass, acknowledging that the leased premises are now
in good order and the light bulbs and glass whole. LESSEE shall at all times
properly control and vent all solvents, degreasers, radioactive materials,
smoke, odors, and any other materials that may be harmful, and shall not cause
the area surrounding the leased premises or any other common area as defined
below to be in anything other than a neat and clean condition, depositing all
waste in appropriate receptacles. LESSEE shall be solely responsible for any
damage to plumbing equipment, sanitary lines, or any other portion of the
building which results from the discharge or use of any substance by LESSEE.
LESSEE shall not permit the leased premises to be overloaded, damaged, stripped
or defaced, nor suffer any waste, and will not keep animals within the leased
premises. If the leased premises include an wooden mezzanine type space, the
floor capacity of such space is suitable only for office use, light storage or
assembly work. LESSEE will protect any carpet with plastic or Masonite chair
pads under any rolling chairs. Unless heat is provided at LESSOR's expense,
LESSEE shall maintain sufficient heat to prevent freezing of pipes or other
damage. Any increase in air conditioning equipment or electrical capacity, or
any installation or maintenance of equipment which is necessitated by some
specific aspect of LESSEE's use of the leased premises, whether installed by
LESSOR, LESSEE or a prior occupant, shall be LESSEE's sole responsibility, at
LESSEE's expense and subject to LESSOR's prior written consent. All maintenance
provided by LESSOR shall be during LESSOR's normal business hours.

      10. ALTERATIONS. LESSEE shall not make structural alterations or additions
of any kind to the leased premises, but may make nonstructural alterations with
LESSOR'S prior written consent. All such allowed alterations shall be at
LESSEE's expense and shall conform with LESSOR'S construction specifications. If
LESSOR or its agent provides any services or maintenance for LESSEE in
connection with such alterations or otherwise under this lease, including any
maintenance for LESSEE is required but has failed to do, LESSEE will promptly
pay any just invoice. LESSEE shall not permit any mechanics' liens, or similar
liens, to remain upon the leased premises in connection with work of any
character performed or claimed to have been performed at the direction of LESSEE
and shall cause any such lien to be released or removed forthwith without cost
to LESSOR. Any alterations or additions shall become part of the leased premises
and the property of LESSOR. Any alterations completed by LESSOR or LESSEE shall
be LESSOR's building standard unless noted otherwise. LESSOR shall have the
right at any time to make additions to the building, change the arrangement of
parking areas, stairs, or walkways or otherwise alter common areas as defined
below or the exterior of the building.

      11. ASSIGNMENT OR SUBLEASING. LESSEE shall not assign this lease or sublet
or allow any other entity or individual to occupy the whole or any part of the
leased premises without LESSOR'S prior written consent in each and every
instance. In no case may LESSEE assign this lease or sublet the leased premises
to any other current or prospective tenant of LESSOR, or any affiliate of such
current or prospective tenant. Notwithstanding LESSOR's consent to any
assignment or subleasing, LESSEE and GUARANTOR shall remain liable to LESSOR for
the payment of all rent and for the full performance of all covenants and
conditions of this lease. LESSEE shall pay LESSOR for legal and administrative
expenses incurred by LESSOR in connection with any consent requested hereunder
by LESSEE.

      12. SUBORDINATION. This lease shall be subject and subordinate to any and
all mortgages and other instruments in the nature of a mortgage, now or at any
time hereafter, and LESSEE shall, when requested, promptly execute and deliver
such written instruments as shall be necessary to show the subordination of this
lease to said mortgages or other such instruments in the nature of a mortgage.

      13. LESSOR's ACCESS. LESSOR and its agents and designees may at any
reasonable time enter to view the leased premises: to show the leased premises
to others, to make repairs and alterations as LESSOR or its designee should
elect to do for the leased premises, the common areas, or any other portions of
the building; and without creating any obligation or liability for LESSOR, to
make repairs which LESSEE is required but has failed to do.

      14. SNOW REMOVAL The plowing of snow from all roadways and unobstructed
parking areas shall be at the sole expense of LESSOR. The control of snow and
ice on all walkways, steps and loading areas serving the leased premises and all
other areas not readily accessible to plows shall be the sole responsibility of
LESSEE. Notwithstanding the foregoing, however, LESSEE shall hold LESSOR and
OWNER harmless from any and all claims by LESSEE's employees, agents, callers or
invitees for damage or personal injury resulting in any way from snow or ice on
any area serving the leased premises.

      15. ACCESS AND PARKING. Unless otherwise provided herein, LESSEE shall
have the right without additional charge to use parking facilities provided for
the leased premises in common with others entitled to the use thereof. Said
parking areas plus any stairs, corridors, walkways, elevators or other common
areas (herein collectively called the common areas) shall in all cases be
considered a part of the leased premises when they are used by LESSEE or
LESSEE's employees, agents, callers or invitees. LESSEE will not obstruct in any
manner any portion of the building or the walkways or approaches to the
building, and will conform to all rules and regulations now or hereafter made by
LESSOR for parking, and for the care, use, or alteration of the building, its
facilities and approaches. LESSEE further warrants that LESSEE will not permit
any employee or visitor to violate this or any other covenant or obligation or
LESSEE. No unattended parking will be permitted between 7:00 PM and 7:00 AM
without LESSOR's prior written approval, and from November 15 through April 15
annually, such parking shall be permitted only in those areas specifically
designated for assigned overnight parking. Unregistered or disabled vehicles, or
storage trailers of any type, may not be parked at any time. LESSOR may tow, at
LESSEE's sole risk and expense, any misparked vehicle belonging to LESSEE or
LESSEE's employees, agents, caller or invitees, at any time. LESSOR does not
provide and shall not be responsible for providing any security services.

      16. LIABILITY. LESSEE shall be solely responsible as between LESSOR and
LESSEE for deaths or personal injuries to all persons whomsoever occurring in or
on the leased premises (including any common areas that are considered part of
the leased premises hereunder) from whatever cause arising, and damage to
property, including damage by fire or other casualty, to whomsoever belonging
arising out of the use, control, condition or occupation of the leased premises
by LESSEE and LESSEE agrees to indemnify and save harmless LESSOR and OWNER from
any and all liability, including but not limited to costs, expenses, damages,
causes of action, claims, judgments and attorney's fees caused by or in any way
growing out of any matters aforesaid, except for death, personal injuries or
property damage directly resulting from the sole negligence of LESSOR.

      17. INSURANCE. LESSEE will secure and carry at its own expense a
commercial general liability policy insuring LESSEE, LESSOR and OWNER against
any claims based on bodily injury (including death or property damage arising
out of the condition of the leased premises (including any common areas that are
considered part of the leased premises hereunder) or their use by LESSEE,
including damage by fire or other casualty, such policy to insure LESSEE, LESSOR
and OWNER against any claim up to $1,000,000 in the case of any one accident
involving bodily injury (including death), and $1,000,000 against any claim for
damage to property. LESSOR and OWNER shall be included in each such policy as
additional insureds using ISO Form CG 20 26 11 85 or some other form approved by
LESSOR, and each such policy shall be written by or with a company or companies
satisfactory to LESSOR. Prior to occupancy, LESSEE will deliver to LESSOR
certificates and any applicable riders or endorsements showing that such
insurance is in force, and thereafter will provide renewal certificates at least
15 days prior to the expiration of any such policies. All such insurance
certificates shall provide that such policies shall not be cancelled without at
least 10 days prior written notice to each insured. In the event LESSEE fails to
provide or maintain such insurance at any time during the term of this lease,
LESSOR may elect to contract for such insurance at LESSEE's expense.

      18. SIGNS. LESSOR authorizes, and LESSEE at LESSEE's expense agrees to
erect promptly upon commencement of this lease, signage for the leased premises
in accordance with LESSOR's building standards for style, size, location, etc.
LESSEE shall obtain the prior written consent of LESSOR before erecting any sign
on the leased premises, which consent shall include approval as to size,
wording, design and location. LESSOR mat at LESSEE's expense remove and dispose
of any sign not approved, erected, maintained or displayed in conformance with
this lease.
<PAGE>

      19. BROKERAGE. LESSEE warrants and represents to LESSOR that LESSEE has
[ILLEGIBLE] with no broker or third person with respect to the [ILLEGIBLE] and
LESSEE agrees to indemnify LESSOR against any brokerage claims arising by virtue
of this lease. LESSOR warrants and represents to LESSEE that LESSOR has employed
no exclusive broker or agent in connection with the letting of the leased
premises.

      20. DEFAULT AND ACCELERATION OF RENT. In the event that (a) any assignment
for the benefit of creditors, trust mortgage, receivership or other insolvency
proceeding shall be made or instituted with respect to LESSEE or LESSEE's
property; (b) LESSEE shall default in the observance or performance of any of
LESSEE's convenants, agreements, or obligations hereunder, and such default
shall not be corrected within 10 days after written notice thereof, or (c)
LESSEE vacates the leased premises, then LESSOR shall have the right thereafter,
while such default continues and without demand or further notice, to re-enter
and take possession of the leased premises, to declare the term of this lease
ended, and to remove LESSEE's effects, without being guilty of any manner of
trespass or conversion, and without prejudice to any remedies which might be
otherwise used for arrears of rent or other default or breach of the lease. If
LESSEE shall default in the payment of the security deposit, rent, taxes, or
substantial invoice from LESSOR or LESSOR's agent for goods and/or services or
other sum herein specified, and such default shall continue for 10 days after
written notice thereof, and because both parties agree that nonpayment of said
sums when due is a substantial breach of the lease, and, because the payment of
rent in monthly installments is for the sole benefit and convenience of LESSEE,
then, in addition to any other remedies, the entire balance of rent due
hereunder shall become immediately due and payable as liquidated damages.
LESSOR, without being under any obligation to do so and without thereby waiving
any default, may remedy same for the account and at the expense of LESSEE. If
LESSOR pays or incurs any obligations for the payment of money in connection
therewith, such sums paid or obligations incurred, plus interest and costs,
shall be paid to LESSOR by LESSEE as additional rent. Any sums received by
LESSOR from or on behalf of LESSEE at any time shall be applied first to any
unamortized improvements completed for LESSEE's occupancy, then to offset any
outstanding invoice or other payment due to LESSOR, and then to outstanding
rent. LESSEE agrees to pay reasonable attorney's fees and/or administrative
costs incurred by LESSOR in enforcing any or all obligations of LESSEE under
this lease at any time. LESSEE shall pay LESSOR interest at the rate of 18
percent per annum on any payment from LESSEE to LESSOR which is past due.

      21. NOTICE. Any notice from LESSOR to LESSEE relating to the leased
premises or to the occupancy thereof shall be deemed duly served when left at
the leased premises, or served by constable, or sent to the leased premises or
to the last address designated by notice in accordance with this section, by
certified or registered mail, return receipt requested, postage prepaid, or by
recognized courier service with a receipt therefor, addressed to LESSEE. Any
notice from LESSEE to LESSOR relating to the leased premises or to the occupancy
thereof shall be deemed duly served when served by constable, or delivered to
LESSOR by certified or registered mail, return receipt requested, postage
prepaid, or by recognized courier service with a receipt therefor, addressed to
LESSOR at 200 West Cummings Park, Woburn, MA 01801 or at LESSOR's last
designated address. No oral notice or representation shall have any force or
effect. Time is of the essence in the service of any notice.

      22. OCCUPANCY. In the event that LESSEE takes possession of the leased
premises prior to the start of the lease term, LESSEE will perform and observe
all of its covenants from the date upon which it takes possession. LESSEE shall
not remove its goods or property from the leased premises other than in the
ordinary and usual course of business, without having first paid LESSOR all rent
which may become due during the entire term of this lease. LESSOR may require
LESSEE to relocate to another similar facility upon prior written notice to
LESSEE and on terms comparable to those herein, in the event that LESSEE
continues to occupy or control all or any part of the leased premises after the
termination of this lease without the written permission of LESSOR, LESSEE shall
be liable to LESSOR for any and all loss, damages or expenses incurred by
LESSOR, and all other terms of this lease shall continue to apply, except that
use and occupancy payments shall be due in full monthly installments at a rate
of 150 percent of the monthly rent due under this lease immediately prior to
termination or at LESSOR's then current published rent for the leased
premises, whichever is greater, it being understood that such extended occupancy
is a tenancy at sufferance, solely for the benefit and convenience of LESSEE and
of greater rental value, LESSEE's control or occupancy of all or any part of the
leased premises beyond noon on the last day of any monthly rental period shall
constitute LESSEE's occupancy for an entire additional month, and increased
payment as provided in this section shall be due and payable immediately in
advance. LESSOR's acceptance of any payments from LESSEE during such extended
occupancy shall not alter LESSEE's status as a tenant at sufferance.

      23. FIRE PREVENTION. LESSEE agrees to use every reasonable precaution
against fire, and agrees to provide and maintain approved, labled fire
extinguishers, emergency lighting equipment, and exit signs and complete any
other modifications within the leased premises as required or recommended by the
insurance Services Office (or successor orgainization), OSHA, the local fire
department, LESSOR's insurer or any similar entity.

      24. OUTSIDE AREA. Any goods, equipment, or things of any type or
description held or stored in any common area without LESSOR's prior written
consent shall be deemed abandoned and may be removed by LESSOR at LESSEE's
expense without notice. LESSEE shall maintain a building standard size dumpster
in a location approved by LESSOR, which dumpster shall be provided and serviced
at LESSEE's expense whichever disposal firm LESSOR may designate from time to
tome. Alternatively, if a shared dumpster or compactor is provided by LESSOR,
LESSEE shall pay the disposal firm or LESSOR, as applicable, LESSEE's
proportionate share of any costs associated therewith.

      25. ENVIRONMENT. LESSEE will so conduct and operate the leased premises as
not to interfere in any way with the use and enjoyment of other portions of the
same or neighboring buildings by others by reason of odors, smoke, exhaust,
smells, noise, pets, accumulation of garbage or trash, vermin or other pests, or
otherwise, and will at its expense employ a professional pest control service if
necessary. LESSEE agrees to maintain efficient and effective devices for
preventing damage to plumbing and heating equipment from solvents, degreasers,
cutting oils, propellants, acids, etc. which may be present at the leased
premises. No hazardous materials or wastes shall be stored, disposed of, or
allowed to remain at the leased premises at any time, and LESSEE shall be solely
responsible for any and all corrosion or other damage in any way associated with
the use, storage and/or disposal of same by LESSEE.

      26. RESPONSIBILITY. Neither LESSOR nor OWNER shall be held liable to
anyone for loss or damage caused in any way by the use, leakage, seepage or
escape of water from any source, or for the interruption or cessation of any
service rendered customarily to the leased premises or building or agreed to by
the terms of this lease, or due to any accident, the making of repairs,
alterations or improvements, labor difficulties, weather conditions, mechanical
breakdowns, trouble or scarcity in obtaining fuel, electricity, service or
supplies from the sources from which they are usually obtained for the building,
or due to any change in any utility or service provider, or any cause beyond
LESSOR's immediate control.

      27. SURRENDER. LESSEE shall at the termination of this lease remove all of
LESSEE's good and effects from the leased premises. LESSEE shall deliver to
LESSOR the leased premises and all keys and locks thereto, all fixtures and
equipment connected therewith, and all alterations, additions and improvements
made to or upon the leased premises, whether completed by LESSEE, LESSOR or
others, including but not limited to any offices, partitions, window blinds,
floor coverings (including computer floors), plumbing fixtures, air conditioning
equipment and ductwork of any type, exhaust fans or heaters, water coolers,
burglar alarms, telephone wiring, telephone equipment air or gas distribution
piping, compressors, overhead cranes, hoists, trolleys or conveyers, counters,
shelving or signs attached to walls or floors, and all electrical work,
including but not limited to lighting fixtures of any type, wiring, conduit,
EMT, transformers, distribution panels, bus ducts, raceways, outlets and
disconnects, and furnishings and equipment which have been bolted, welded,
nailed, screwed, glued or otherwise attached to any wall, floor, ceiling, roof,
pavement or ground, or which have been directly wired to any portion of the
electrical system or which have been plumbed to the water supply, drainage or
venting systems serving the leased premises. LESSEE shall deliver the leased
premises fully sanitized from any chemicals or other contaminants, broom clean,
and in the same condition as they were at the commencement of this lease, or any
prior lease between the parties for the leased premises, or as they were
modified during said term with LESSOR's written consent, reasonable wear and
tear and damage by fire or other casualty only excepted. Any of LESSEE's
property that remains in the leased premises upon termination of the lease shall
be deemed abandoned and shall be disposed of as LESSOR sees fit, with no
liability to LESSEE for loss or damage thereto, and at the sole risk of LESSEE,
LESSOR may remove and store any such property at LESSEE's expense; retain same
under LESSOR's control, sell same at public or private sale (without notice) and
apply the net proceeds of such sale to the payment of any sum due hereunder, or
destroy same, in no case shall the leased premises be deemed surrendered to
LESSOR until the termination date provided herein or such other date as may be
specified in a written agreement between the parties, nothwithstanding the
delivery of any keys to LESSOR.
<PAGE>

      28. GENERAL. (a) The invalidity or unenforceability of any provision of
this lease shall not affect or render invalid or unenforceable any other
provision hereof. (b) The obligations of this lease shall run with the land, and
this lease shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that LESSOR and OWNER shall
be liable for obligations occurring only while lessor or owner of the leased
premises. (c) Any action or proceeding arising out of the subject matter of this
lease shall be brought by LESSEE within one year after the cause of action has
occurred and only in a court within the commonwealth of Massachusetts. (d) If
LESSOR is acting under or as agent for any trust or corporation, the obligations
of LESSOR shall be binding upon the trust or corporation, but not upon any
trustee, officer, director, shareholder, or beneficiary of the trust or
corporation individually. (e) If LESSOR is not the owner (OWNER) of the leased
premises, LESSOR represents that OWNER has agreed to be bound by the terms of
this lease unless LESSEE is in default hereof. (f) This lease is made and
delivered in the commonwealth of Massachusetts, and shall be interpreted,
construed, and enforced in accordance with the laws thereof. (g) This lease was
the result of negotiations between parties of equal bargaining strength, and
when executed by both parties shall constitute the entire agreement between the
parties, superseding all prior oral and written agreements, representations,
statements and negotiations relating in any way to the subject matter herein.
This lease may not be extended or amended except by written agreement signed by
both parties or as otherwise provided herein, and no other subsequent oral or
written representation shall have any effect hereon. (h) Notwithstanding any
other statements herein, LESSOR makes no warranty, express or implied,
concerning the suitability of the leased premises for LESSEE's intended use. (i)
LESSEE agrees that if LESSOR does not deliver possession of the leased premises
as herein provided for any reason, LESSOR shall not be liable for any damages to
LESSEE for such failure, but LESSOR agrees to use reasonable efforts to deliver
possession to LESSEE at the earliest possible date. A proportionate abatement of
rent, excluding the cost of any amortized improvements to the leased premises,
for such time as LESSEE may be deprived of possession of the leased premises,
except where a delay in delivery is caused in any way by LESSEE, shall be
LESSEE's sole remedy. (j) Neither the submission of this lease form or any
amendment hereof, nor the prospective acceptance of the security deposit and/or
rent shall constitute a reservation of or option for the leased premises, or an
offer to lease, it being expressly understood and agreed that neither this lease
nor any amendment shall bind either party in any manner whatsoever unless and
until it has been executed by both parties. (k) LESSEE shall not be entitled to
exercise any option contained herein if LESSEE is at that time in default of any
terms or conditions hereof. (l) Except as otherwise provided herein, neither
LESSOR, nor OWNER, nor LESSEE shall be liable for any special, incidental,
indirect or consequential damages, including but not limited to lost profits or
loss of business, arising out of or in any manner connected with performance or
nonperformance under this lease, even if any party has knowledge of the
possibility of such damages. (m) The headings in this lease are for convenience
only and shall not be considered part of the terms hereof. (n) No restriction,
condition or other endorsement by LESSEE on any check nor LESSOR's deposit of
any full or partial payment shall bind LESSOR in any way or limit LESSOR's
rights under this lease. (o) LESSOR, LESSEE, OWNER and GUARANTOR hereby waive
any and all rights to a jury trial in any proceeding in any way arising out of
this lease.

      29. SECURITY AGREEMENT. LESSEE hereby grants LESSOR a continuing security
interest in all existing or hereafter acquired proparty of LESSEE in any of
LESSOR's buildings to secure the payment of rent, the cost of leasehold
improvements, and the performance of any other obligations of LESSEE under this
lease or any subsequent lease between the parties. This provision shall survive
termination of this lease, shall continue under any subsequent lease, and shall
not negate or replace any continuing security interest of LESSOR under any prior
lease between the parties. Default in the payment or performance of any of
LESSEE's obligations under this lease or any subsequent lease shall be a default
under this security agreement, and shall entitle LESSOR to immediately exercise
all of the rights and remedies of a secured party under the Uniform Commercial
Code. LESSEE Agrees to execute a UCC-1 Financing Statement and any other
financing agreement as requested by LESSOR in connection with this security
interest.

      30 WAIVERS, ETC. No consent or waiver express or implied, by LESSOR to or
of any breach of any covenant, condition or duty of LESSEE shall be construed as
a consent or waiver to or of any other breach of the same or any other covenant,
condition or duty. If LESSEE is several persons, several corporations or a
partnership, LESSEE's obligations are joint or partnership and also several.
Unless repugnant to the context, "LESSOR" and "LESSEE" mean the person or
persons, natural or corporate, named above as LESSOR and as LESSEE respectively
and their respective heirs, executors, administrators, successors and assigns.

      31. AUTOMATIC FIVE-YEAR EXTENSIONS. [This Paragraph Does Not Apply]

      32. ADDITIONAL PROVISIONS. (Continued on attached rider(s) if necessary.)

                             - See Attached Rider -

      IN WITNESS WHEREOF, LESSOR and LESSEE have hereunto set their hands and
common seals, intending to be legally bound hereby this ________________________

day of  ________________________________, _____________

LESSOR: CUMMINGS PROPERTIES, LLC             LESSEE: CONSTELLATION 3D, INC.


By:                                          By: /s/ Vladimir Schwartz
    -----------------------------------          -------------------------------
                                                                 Duly authorized

                                             Print name: Vladimir Schwartz
                                                        ------------------------

                                    GUARANTY

      IN CONSIDERATION of Cummings Properties, LLC making this lease with LESSEE
at the request of the undersigned (GUARANTOR) and in reliance on this guaranty,
GUARANTOR hereby personally guarantees the prompt payment of rent by LESSEE and
the performance by LESSEE of all terms, conditions, covenants and agreements of
the lease, any amendments thereto and any extensions or assignments thereof, and
the undersigned promises to pay all expenses including reasonable attorney's
fees incurred by LESSOR in enforcing all obligations of LESSEE under the lease
or incurred by LESSOR in enforcing this guaranty. LESSOR's consent to any
assignments, subleases, amendments and extensions by LESSEE or to any compromise
or release of LESSEE's liability hereunder with or without notice to the
undersigned, or LESSOR's failure to notify the undersigned of any default and/or
reinstatement of the lease by LESSEE, shall not relieve the undersigned from
liability as GUARANTOR.

      IN WITNESS WHEREOF, the undersigned GUARANTOR has hereunto set his/her/its
hand and common seal, intending to be legally bound hereby this 10 day of
November, 2000.


                                /s/ Vladimir Schwartz
                                ------------------------------------------------
                                Print name:  Vladimir Schwartz
                                -----------------------------------
<PAGE>

                            CUMMINGS PROPERTIES, LLC

                                  STANDARD FORM                  100000664-DJC-2

                                 RIDER TO LEASE

The following additional provisions are incorporated into and made a part of the
attached lease:

      A. CONFLICTS. In the event of any conflict between any provision of this
Rider to Lease and the attached lease, the provisions of this Rider shall
govern.

      B. SOUTH ESSEX SEWERAGE DISTRICT. With respect to leases at Cummings
Center (only), LESSEE shall fully comply with all regulations of the South Essex
Sewerage District (SESD) now or hereafter in effect, including prompt filing
with LESSOR of any documents required by SESD regulations, and LESSEE agrees to
indemnify and hold harmless LESSOR and OWNER from any and all liability arising
out of any noncompliance by LESSEE with such regulations.

      C. ACTIVITY AND USE RESTRICTION. With respect to leases at Cummings Center
and 10 and 18 Commerce Way (only), and except as provided below, the following
activities and uses are expressly prohibited at the property of which the leased
premises are a part residential uses (except for facilities for adult congregate
care or assisted living, senior housing, nursing home uses and other adult
residential facilities in certain designated areas of the property); child care,
day care, or public or private elementary or secondary schools; a public park,
playground or playing field, or other activities involving more than casual
contact with the ground; cultivation out-of-doors of fruits and vegetables
destined for human consumption; and fishing or swimming in the ponds and other
waterways on or adjacent to the property. In addition, implementation of a
health and safety plan is required for construction, utilities, maintenance and
other intrusive activities which are likely to involve extensive exposure to or
contact with subsurface soils at the property. Notices of Activity and Use
Limitation providing further information have been recorded at the Essex South
Registry of Deeds and the Middlesex South Registry of Deeds, respectively, as
well as recorded amendments authorizing both child care and a public elementary
school in specific locations at Cummings Center.

      D. RECORDING AND SECURITY. Although LESSOR may at any time be recording
activities at the building with unmonitored remote television cameras, LESSEE
acknowledges and agrees that, as provided in Section 15 above, LESSOR is not
thereby or in any other way providing any security service for LESSEE or its
employees, agents, invitees, contractors and representatives, and that LESSOR
has made no representations whatsoever, written or oral, concerning the safety
of the leased premises or the presence, effectiveness or operability of any
security devices or security measures or the safety or security of LESSEE, its
employees, agents, invitees, callers, contractors and representatives, or
LESSEE's property, against the criminal or wrongful acts of third parties.
LESSEE accepts full responsibility for protecting the persons and property of
LESSEE and those of its employees, agents, invitees, callers, contractors and
representatives and, acknowledging that security devices or measures may fail or
be thwarted by criminals, by other third parties or by electrical or mechanical
malfunction, agrees not to rely on any such devices or measures, and to protect
itself, its property, and its employees, agents, invitees, callers, contractors
and representatives as if such devices or measures did not exist.

      E. ELECTRIC SERVICE. With respect to Cummings Center leases (only), LESSEE
agrees that in the event its average electricity use at the leased premises is
expected to exceed 200 KW of demand per month during the term of this lease, it
will not self-generate or co-generate at the leased premises during the term of
this lease or any extension(s) hereof.

      F. * LESSEE agrees to take possession of the leased premises in "as is"
condition.

      G. * At any one time during the initial term of this lease, provided
LESSEE is not then in default of this lease or in arrears of any rent or invoice
payments, LESSEE shall have the option to lease larger similar space of
approximately 5,000 square feet. LESSEE shall give LESSOR written notice of such
requirement for larger space, and shall then execute LESSOR's then current
standard form lease or amendment to lease for such larger space in the same or
other buildings of LESSOR at LESSOR's then current published rates for a term
equivalent to the initial term of this lease within three business days of
LESSOR's written notice to LESSEE that said larger space will be available. If
LESSOR does not offer such larger similar space within six months after receipt
of written notice from LESSEE, then LESSEE shall have the option within 30 days
thereafter to terminate the unexpired portion of this lease, without penalty and
without any further obligation, either party to the other, by serving LESSOR
with 30 days written notice to that effect. Cancellation of the lease shall be
LESSEE's exclusive remedy for any failure by LESSOR to offer such larger similar
space or any breach by LESSOR of the provisions of this paragraph. Time is of
the essence.

LESSOR: CUMMINGS PROPERTIES, LLC        LESSEE: CONSTELLATION 3D, INC.

By:                                     By: /s/ Vladimir Schwartz
   ----------------------------------      -------------------------------------
                      Duly authorized                            Duly authorized

Date:                                   Print Name: Vladimir Schwartz
     --------------------------------              -----------------------------
                                                                           11/99