Amendment Letter to Common Stock Investment and Related Agreements between Constellation 3D, Inc. and Koor Underwriters and Issuers Ltd.

Summary

Constellation 3D, Inc. and Koor Underwriters and Issuers Ltd., representing a group of investors, agree to amend several agreements originally dated August 31, 2000. This amendment changes all references to five-year warrants for 78,810 shares of Constellation 3D's common stock to five-year warrants for 78,813 shares. The amendment applies to the Common Stock Investment Agreement and related documents. All other terms remain unchanged.

EX-10.41 28 0028.txt LETTER [Letterhead of Constellation 3D, Inc.] October 18, 2000 Koor Underwriters and Issuers Ltd. 29 Haietzira St., Tel Aviv 66881 Israel Re: Common Stock Investment Agreement dated as of August 31, 2000 and Related Agreements Dear Sir or Madam: This letter is an amendment to the following agreements by and among Constellation 3D, Inc. and a group of investors collectively referred to as "Koor's Investors," all dated as of August 31, 2000: (1) the Common Stock Investment Agreement, (2) the Registration Rights Agreement, (3) the Common Stock Purchase Warrant, (4) the Common Stock Optional Warrant, and (5) the Common Stock Adjustment Warrant. By signing this letter you hereby agree that any and all references to five-year warrants to purchase 78,810 shares of our common stock in the above-mentioned documents are hereby changed to five-year warrants to purchase 78,813 shares of our common stock. Sincerely yours, By: /s/ Leonardo Berezowsky -------------------------------------- Leonardo Berezowsky Chief Financial Officer Agreed to, accepted and acknowledged on this ___ day of October, 2000. KOOR UNDERWRITERS AND ISSUERS LTD. By: /s/ Kobi Zecharia -------------------------------------- Name: Kobi Zecharia Title: Managing Director Executive Office: 230 Park Avenue, Suite 453 New York, NY 10169 Tel: (212) 983-1107 Fax: (212) 983-1108 www.c-3d.net