Sub Contractor and Development Agreement



     THIS SUB CONTRACTOR AND DEVELOPMENT AGREEMENT (this "Agreement") is made

and entered into this 2 day of November, 2000 by and between Constellation 3D

Inc., with offices at230 Park Avenue, Suite 453, New York, USA (hereinafter "the

Company") and Collin Smith International Inc., a duly registered company with

its offices at 13 Lopatina St., Suite 53, 603136 Nizhniy Novogorod, Russia

(hereinafter "Developer"):



                                   WITNESSETH:



WHEREAS, The Company desires to obtain professional workers and to engage

Developer and certain workers, named and approved in advance and in writing by

the Company, pursuant to one or more Work Statements to develop, create, test,

and deliver certain products and developments as works made for hire, and

Developer is interested in accepting such engagements, subject to the parties

further agreement on the scope and the terms of each such Work Statement; and



WHEREAS, The Company and Developer mutually desire to set forth in this

agreement certain terms applicable to all such engagements;



NOW, THEREFORE, The Company and Developer, intending to be legally bound, hereby

agree as follows:



1. Issuance of Work Statement

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The initial Work Statements agreed to by the parties is set forth as Exhibit A

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("the Initial Work Statement") to this Agreement.  Additional Work Statements,

regardless of whether they relate to the same subject matter as the Initial Work

Statement, shall become effective upon execution by authorized representatives

of both parties.



2. Definitions

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When used in this Agreement and in my work statement issued hereunder, the

capitalized terms listed in this Section 1 shall have the following meanings:



Deliverables - shall mean all the work product of the development services

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performed by the Developer, and without derogating from the generality of the

above, any hardware, software, Documentation and other materials and /or any

part thereof developed for or delivered to The Company by Developer under this

Agreement and under any Work Statement issued hereunder.



Derivative Work--shall mean a work that is based upon one or more preexisting

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works, such as a revision, modification, translation, abridgment, condensation,

expansion, or any other form in which such preexisting works may be recast,

transformed, or adapted, and that, if prepared without authorization of the

owner of the copyright in such preexisting work, would constitute a copyright

infringement.  For purposes hereof, a Derivative Work shall also include any

compilation that incorporates such a preexisting work and

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shall mean either software or hardware works.



Documentation - shall mean any documents, information, directions, explanations,

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or material, concerning and/or relating to the Deliverables, including materials

useful for design (e.g., logic manuals, specifications, flow charts, and

principles of operation).  Documentation shall include any maintenance

Modifications or Basic Enhancements thereto when added to the Documentation in

connection with a Work Statements issued hereunder.



Enhancements -- shall mean changes or additions, other than Maintenance

------------

Modifications, to the Deliverables, including all new releases, that improve the

functions, add new functions, or significantly improve performance by changes in

system or coding.



Error - shall mean any error , problem, or defect resulting from (1) an

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incorrect functioning of the Deliverables, or   (2) an incorrect or incomplete

statement of diagram in Documentation, if such an error, problem, or defect

renders the Deliverables inoperable, causes the Deliverable to fail to meet the

specifications thereof, causes the Deliverables to be inaccurate or incomplete

in any material respect, causes incorrect results, or causes incorrect functions

to occur when any such materials are used.



Maintenance Modifications -- shall mean any modifications or revisions, other

-------------------------

than Enhancements, to Deliverables (including Documentation) that correct

Errors, or provide other incidental updates and corrections.

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