Amended Restructuring Agreement

Exhibit 4.7


AMENDED RESTRUCTURING AGREEMENT


This AMENDED RESTRUCTURING AGREEMENT (the "Agreement"), executed this 15th day of November, 2001, and effective to the extent provided in Section 1 hereof is entered into by and between Constellation 3D, Inc., a Delaware corporation (the "Company") and Sands Brothers Venture Capital, LLC, a New York limited liability company ("Venture Capital").


W I T N E S S E T H
- - - - - - - - - -


WHEREAS, pursuant to the terms of that certain Placement Agency Agreement dated December 1, 1999, as amended on December 22, 1999, March 7, 2000, March 23, 2000, May 16, 2000, May 31, 2000, June 28, 2000, July 13, 2000 and August 2, 2000, and any other amendment or additional document executed on or before the date of this agreement and as supplemented by that certain letter agreement dated February 8, 2000, between the Company and Sands Brothers & Co., Ltd. (collectively, the "Placement Agency Agreement"), Sands Brothers & Co., Ltd. ("Sands Brothers") was retained by the Company to act as its placement agent and to perform, among other things, certain investment banking and financial advisory services for the Company (the "Relationship");


WHEREAS, pursuant to the Relationship, Sands Brothers identified Venture Capital as a qualified subscriber to engage in a financing transaction with the Company (the "Venture Capital Financing"), which was consummated pursuant to that certain Securities Purchase Agreement dated March 23, 2000, by and between the Company and Venture Capital (the "Securities Purchase Agreement");


WHEREAS, pursuant to the Securities Purchase Agreement, Venture Capital purchased and the Company issued and sold a 10% Subordinated Convertible Debenture dated March 24, 2000 (the "Debenture") in the principal amount of Four Million ($4,000,000) Dollars with a maturity date of September 24, 2001;


WHEREAS, pursuant to that certain Settlement Agreement reached between the parties effective as of May 31, 2001, the Debenture and all of its terms remain in full force and effect;


WHEREAS, pursuant to the Restructuring Agreement entered into by and between the parties on October 16, 2001, certain terms of the Debenture were amended and restructured;


WHEREAS, the Company is in final negotiations for a $15 million investment (the "$15 Million Investment"). In the event the $15 Million Investment is made, the Company and Venture Capital have agreed to further amend and restructure certain terms of the Debenture and have agreed to do so pursuant to the terms hereof;


NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein, intending to be legally bound, the parties hereto hereby agree as follows:


Section 1. Effectiveness of this Agreement.
-------------------------------


This Amended Restructuring Agreement shall become effective if and only if, and only at such time as there is a closing by the Company on the $15 ...