Agreement for Conversion of Epicenter Venture Finance Ltd. 8% Series C Convertible Note to Common Stock in Constellation 3D, Inc.

Summary

Constellation 3D, Inc. and Epicenter Venture Finance Ltd. agree that Epicenter will convert its $1,000,000 8% Series C Convertible Note, maturing October 31, 2001, into common stock of Constellation 3D, Inc. at a price of $10.15 per share. The conversion will follow the same terms as a recent investment by Halifax Fund, L.P. The company also agrees to include the newly issued shares in an upcoming SEC registration statement, expected to be filed by September 22, 2000.

EX-4.12 6 0006.txt EXHIBIT 4.12 EXHIBIT 4.12 LOGO CONSTELLATION 3D, INC. www.c-3d.net Please respond to: Office of the Director of Legal Affairs 2625 NE 11th Court Fort Lauderdale, FL 33304 Tel. (954) 568-3007 Fax ###-###-#### E-mail ***@*** August 23, 2000 Mr. David Craven Epicenter Venture Finance Ltd. 10, route de l'Aeroport P. O. Box ###-###-#### Geneva 15, Switzerland Re: CONVERSION OF EPICENTER VENTURE FINANCE LTD. 8% SERIES C CONVERTIBLE NOTE FOR US$1,000,000 TO MATURE OCTOBER 31, 2001. Dear Mr. Craven: This letter shall act as confirmation of your irrevocable agreement to convert the outstanding Note of Epicenter Venture Finance Ltd. ("Epicenter") to Common Stock in Constellation 3D, Inc. ("C3D" or the "Company") on the same terms and conditions as the investment of Halifax Fund, L.P. ("Halifax"), which was concluded earlier today. The price of your conversion shall be at ten and 15/100 ($10.15) U.S. dollars. Further, the Company agrees to include the stock issued to Epicenter pursuant to your conversion in the Form S-1 registration statement, which we expect to file with the SEC no later than September 22, 2000. Sincerely, CONSTELLATION 3D, INC. By: /s/ Michael Goldberg (SEAL) --------------------- Michael Goldberg, Director of Legal Affairs Agreed to, accepted and acknowledged this 23rd day of August 2000. EPICENTER VENTURE FINANCE LTD. By: /s/ David Craven (SEAL) ---------------- David Craven