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                                                          March 7, 2000


Constellation 3D, Inc.
230 Park Avenue, Suite 453
New York, NY 10169

Attn: Eugene Levich
          President and CEO

Re: Amendment No. 2 to Placement Agency Agreement
    ---------------------------------------------

Dear Dr. Levich:

         The parties hereto, Constellation 3D, Inc. (f/k/a C3D Inc.), a Florida
corporation (the "Company") and Sands Brothers & Co., Ltd., a Delaware
corporation ("Sands Brothers") have entered into that certain placement agency
agreement (hereinafter the "Agency Agreement") dated as of December 1, 1999, as
amended December 22, 1999.

         In connection therewith, the parties hereto agree that the Agency
Agreement is hereby amended as follows:

         1. The introductory paragraph of the Agency Agreement is hereby deleted
in its entirety and in its place and stead the following is inserted:

         "The undersigned, Constellation 3D, Inc. (f/k/a/ C3D Inc.), a
         corporation organized under the laws of the state of Florida (together
         with any of its subsidiaries, affiliates, successors or assigns the
         "Company"), proposes to offer for sale to certain "accredited
         investors, through Sands Brothers & Co., Ltd., in accordance with the
         terms and conditions specified in the letter agreement dated October
         25, 1999 between the parties hereto (the "Letter Agreement"), as
         exclusive placement agent ("Sands Brothers" or the "Placement Agent")
         on a best efforts basis, a minimum of $4,000,000 (the "Minimum Amount")
         and a maximum of $120,000,000 (the "Maximum Amount") of (a) the
         Company's capital stock (whether Common Stock or Preferred Stock
         convertible into Common Stock) (collectively, the "Capital


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Constellation 3D, Inc.
March 7, 2000
Page 2

         Stock"), at a price equal to a 30% discount to the average of the bid
         price for the 30 day period prior to the Closing (the "Minimum Offering
         Price") with respect to the Minimum Amount, and with respect to an
         amount in excess of the Minimum Amount and up to the Maximum Amount, at
         the Minimum Offering Price but in no event less than $12.00 per share
         and/or (b) any other similar form of debt financing transactions
         (hereinafter, collectively "Other Financing"). The Capital Stock and
         Other Financing instruments (the "Securities") to be offered pursuant
         to the Offering Documents (as hereinafter defined) and Other Financing
         transactions to be consummated are sometimes hereinafter referred to
         collectively as the "Financing" or the "Offering."

         2. Paragraph 4(e) of the Agency Agreement is hereby deleted in its
entirety and in its place and stead the following is inserted:

         "(e) Issuance of Placement Agent Warrants. At each Closing as provided
         in paragraph 4(a) above, the Company shall issue to the Placement Agent
         or its designee(s), subject to the ratable adjustment of the shares
         underlying the Placement Agent Warrants (hereinafter defined) and the
         exercise price thereof in the event of any Company dividend, stock
         split or reclassification declared after the date hereof, (i) with
         respect to the sale of the Minimum Amount, warrants to purchase 350,000
         shares of the Company's Common Stock ("Initial Placement Agent
         Warrants") and (ii) 200,000 warrants for each $1,000,000 of all
         Securities sold in the Financing up to an aggregate of $25,000,000
         ("the Additional Placement Agent Warrants") (collectively referred to
         as the "Placement Agent Warrants"). The Initial Placement Agent
         Warrants shall be exercisable for five (5) years, commencing upon the
         date of their issuance, at a price of $11.00 per share of Common Stock.
         The Additional Placement Agent Warrants shall be exercisable for five
         (5) years, commencing upon the date of their issuance, at a price equal
         to a 40% discount to the average of the bid price of the Common Stock
         for the 60 day period prior to any Closing, but in no event less than
         of $15.00 per share. The Placement Agent Warrants shall be in the form
         attached hereto as Exhibit B, and will be governed by the terms of the
         Warrant Agreement attached hereto as Exhibit C. The certificates
         representing the Placement Agent Warrants will be in such denominations
         and such names as the Placement Agent may request prior to each
         closing. The Placement Agent Warrants may not be assigned by Sands
         Brothers, except to Sands Brothers' employees, without the written
         consent of the Company. All issuance of Placement agent warrants will
         be done in full compliance with applicable law."


         3. Except as set forth herein, the Agency Agreement shall remain in
full force and effect.

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Constellation 3D, Inc.
March 7, 2000
Page 3

                  IN WITNESS WHEREOF, the Company and Sands Brothers have caused
this Agreement to be executed by its duly authorized representative.

CONSTELLATION 3D, INC.                          SANDS BROTHERS & CO., LTD.

By: /s/ Eugene Levich                     By: /s/ Mark Hollo
    -----------------------------             --------------------------------

     Name:  Eugene Levich                          Name:  Mark Hollo
     Title: President                              Title: Managing Director

Date: March 7, 2000                       Date: March 7, 2000
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