Bridge Note

BRIDGE NOTE


FOR VALUE RECEIVED, CONSTELLATION 3D, INC., a corporation organized under the laws of the State of Delaware with its principal office located at 805 Third Avenue, 14th Floor, New York, New York 10022 (the "Borrower"), hereby
-------- unconditionally promises to pay to the order of CONSTELLATION 3D TECHNOLOGY LIMITED, a corporation organized under the laws of the British Virgin Islands with its principal office located at 12, the Shrubberies, George Lane, London E18 1BD, England (the "Lender"), in immediately available funds, the principal
------ amount of [US TWO MILLION AND 00/100 DOLLARS ($2,000,000)] on November 19, 2002 and to pay interest on the unpaid principal amount of this Note at a rate of eight percent (8%) per annum during the period commencing on the date hereof and thereafter, to be computed as specified in Section 2.7 of the Loan Agreement, dated as of November 17, 2001 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), between the Borrower and the Lender.
-------------- The unpaid principal amount of this Note (together with accrued interest hereon) is subject to automatic conversion as described herein.


Terms used herein which are defined in the Loan Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.


1. Conversion; Use of Proceeds. This Note evidences an advance
--------------------------- made in connection with the Loan Agreement (the "Advance"). The Lender shall
------- disburse the Advance by authorizing TIC Target Invest Consulting, LLC ("TIC") to
--- transfer the proceeds of an advance made by TIC to the Lender in accordance with that certain Bridge Note, of even date herewith, made by the Lender in favor of TIC (the "ConTech Note"), directly to the Designated Account. The unpaid
------------ principal amount of this Note (together with accrued interest hereon) shall be converted in whole into the Loan upon the Funding Date. The amount of the Loan to be funded by the Lender to the Borrower on the Funding Date pursuant to the Loan Agreement shall be reduced by the aggregate amount of such unpaid principal and accrued interest. On the Funding Date, this Note shall be cancelled and the Note issued on the Funding Date shall reflect both the Advance (together with accrued interest thereon) and the amount of the Loan funded on the Funding Date. Notwithstanding anything to the contrary contained herein, if the Loan is not funded (and provided that the failure to fund the Loan is solely attributable to TIC), on November 19, 2002 the unpaid principal of this Note (together with accrued and unpaid interest hereon) shall automatically convert into fully paid and non-assessable shares of the Borrower's Common Stock, par value $.00001 per share (the "Common Stock"). Such conversion shall be effected at the Note
------------ Conversion Rate (as such term is defined in that certain Option Agreement, dated as of November 17, 2001, by and between the Borrower and the Lender). In the event of such conversion, the Lender hereby instructs the Borrower to issue and deliver such shares directly to TIC in full satisfaction of the Lender's obligations to TIC under the ConTech Note. The Advance shall be used by the Borrower for general corporate purposes.


2. Representations and Warranties of the Borrower. The Borrower
---------------------------------------------- represents and warrants to the Lender as follows:


(a) The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with all power to own its properties and conduct its business as presently conducted.


(b) The Borrower has all requisite corporate power and authority to make and perform its obligations under this Note. This Note has been duly authorized by all necessary corporate action and has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as such enforcement may be limited by principles of public policy, laws pertaining to bankruptcy, moratorium, relief of debtors, insolvency and other laws affecting the rights of creditors generally, and equitable pr ...