Mr. Brandon D'Amore
Mr. Rod West
LookSonic, LLC
3575 Cahuenga Boulevard West
Suite 550
Los Angeles CA, 90068

     Re: Binding Letter of Intent For Majority Acquisition of LookSonic. LLC
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Dear Brandon and Rod:

This is a binding letter of intent ("Letter") designed to summarize the material
terms  resulting from  discussions  regarding  3Dshopping.com's  ("3D") proposed
acquisition of 50.1% of LookSonic, LLC ("LS") (the "Transaction"). 3D and LS are
collectively  referred to herein as the "Parties."  Brandon D'Amore  ("D'Amore")
and Rod West ("West") as collectively referred to herein as the "LS Principals".
The material terms to which we have agreed are as follows:

(1) Intent:  3D intends to acquire  50.1% of the issued and  outstanding  member
interest shares of LS as of the Transaction Date, which entity would then become
a  majority-owned  subsidiary of 3D ("LS Sub").  The terms and conditions of the
Transaction  will  be set  forth  in a  later  definitive  agreement;  provided,
however,  that if such later  definitive  agreement fails to  materialize,  this
Letter  signed by the Parties  may serve as a binding  agreement  governing  the
Transaction if the Parties so choose.

(2) Effective Date:  Effective upon the later of either the Transaction Date (as
defined  below) or September 1, 2000, 3D shall absorb LS' ordinary  expenses and
overhead,  subject to 3D's budgetary approval, which is reasonably necessary to:
assist the development of LS and LS' new content  technology  (including but not
limited to: funding for further content  development,  research and development,
salaries for current and additional sales staff and general office expenses). .

(3) Conditions Precedent:  3D's intention to acquire LS is expressly conditioned
upon: (a) 3D's completion to its  satisfaction  of a due diligence  review of LS
together with  satisfactory  financial and legal opinions;  (b) approval by 3D's
Board of Directors and any other required  approvals  pursuant to 3D's articles,
bylaws or applicable law; and (c) a mutually acceptable definitive  agreement(s)
signed by the Parties (collectively, "Conditions").

(4) Exclusive  Dealing:  Until the date which is 30 days following  signature by
the Parties of this Letter:  LS will not solicit offers from any other person or
entity  regarding the  acquisition of its member  interest  shares;  and LS will
immediately  notify 3D in writing of any contact between LS and any other person
regarding any offer, proposal or inquiry in connection therewith.

(5) Non-Disclosure  /Publicity:  LS will execute a non-disclosure agreement. The
Parties  will  issue  a  mutually  agreed  upon  press  release   regarding  the
Transaction at the appropriate time, and neither party will issue any subsequent
public announcement in connection with this Letter or the Transaction absent the
prior consent of the other party.

(6) Purchase Price:  Subject to the satisfaction of Conditions,  3D will provide
LS  Principals  with the option to purchase  150,000  shares  ("Options")  of 3D
common stock ("Stock") (less any outstanding undisclosed LS liabilities which 3D
will assume (LS represents  that,  besides its regular monthly direct  operating
expenses,  it has zero  liabilities))  in  exchange  for 50.1% of the  aggregate
member interest shares of LS ("Purchase Price"). The initial 50,000 Options will
be  non-statutory  (i.e.,  the Stock will be restricted  under Rule 144) and the
additional  100,000  Options  will fall under 3D's 1999 Stock Option Plan (i.e.,
the Stock is freely tradable), as detailed below. LS Principals intend to retain
any remaining equity in LS.

         (a) Exercise  price:  The exercise  price for the Options  shall be the
         Stock's  market price as determined by the closing  market price on the
         American  Stock  Exchange  on the date on the date the  Transaction  is
         consummated  (i.e.,  all  Conditions  are  satisfied  and all necessary
         paperwork is signed) (the "Transaction Date").


<PAGE>


         (b) Vesting: 50,000 non-statutory Options shall immediately vest on the
         Transaction  Date,  and the  remaining  100,000  Options from 3D's 1999
         Stock Option Plan shall vest upon LS Sub  achieving  aggregate  revenue
         projections as set forth in the pro-forma financial statements prepared
         by LS in its Due  Diligence  Notebook  Any Options not vested  within 3
         years from the  Transaction  Date shall expire.  The Options shall vest
         and be exercisable as follows:
<TABLE>
<CAPTION>

                            Triggering Event                       Options Vested to LS Principals
<S>                                                                            <C>
          Transaction Date                                                     50,000
          Achievement of "1st Cumulative Revenue Target" of $1,849,100         33,000
          Achievement of "2nd Cumulative Revenue Target" of $6,683,600         33,000
          Achievement of "3rd Cumulative Revenue Target" of $17,492,100        34,000
</TABLE>

         (c) 3D Option to Increase  Percentage  Ownership  To 75%: 3D shall have
         the  2-year  option  (which  shall  begin on the  Transaction  Date) to
         increase  its  ownership in LS as follows ("3D 75% Option") in exchange
         for $1,500,000 (less any outstanding  undisclosed LS liabilities  which
         3D will  assume)  payable in  unrestricted  Stock (which Stock shall be
         subject to a voluntary pooling  agreement in a form mutually  agreeable
         to the Parties).

         (d) 3D Option to Increase Percentage Ownership To 100%: If 3D exercises
         the 3D 75% Option,  then 3D shall have the perpetual option to increase
         its  ownership  in LS to 100% ("3D 100%  Option")  under  either of the
         alternative methods, at 3D's election:

                  (i)  Option A: If a merger  or  acquisition  between  3D and a
                  third party is agreed to,  then 3D may at any time  thereafter
                  acquire the  remaining 25% of LS payable in Stock (which Stock
                  shall be subject to a voluntary  pooling  agreement  in a form
                  mutually  agreeable to the Parties) at a 10% discount from the
                  following valuation method:

                  [the same  multiple of 3D revenues  represented  by the agreed
                  purchase  price  (for 3D by such  third  party)  shall then be
                  applied  to the LS  Sub,  and  multiplied  by  25%  (less  any
                  outstanding undisclosed LS liabilities which 3D will assume)];
                  or

                  (ii) Lion B:  Beginning  on the date  which is 30 months  from
                  date the Letter is fully signed,  3D may acquire the remaining
                  25% of LS and the purchase price payable in Stock (which Stock
                  shall be subject to a voluntary  pooling  agreement  in a form
                  mutually  agreeable to the  Parties)  shall be  determined  by
                  according to the following formula:

                  [Fifteen (15) x EBITDA x 25% (less any outstanding undisclosed
                  LS liabilities which 3D will assume)].

(7)  Workspace:  LS will  relocate to 3D's offices by October  (i.e.,  will give
notice to its current  landlord by September 1, 2000, and will leave its current
location by September 30, 2000). 3D shall provide a reasonably sufficient studio
for LS within 3D's offices that shall be ready upon LS' relocation on October 1,
2000.

(8) Operating Costs: 3D shall absorb all operating costs including,  among other
things:  overhead in connection  with the LS Sub,  development of the Commercial
Producer/Builder   software,   further   content   development,   research   and
development, and providing additional sales staff.

(9) Ancillary Agreements:


     a.  Non-Disclosure:  LS and the LS  Principals  will sign a  non-disclosure
     agreement on behalf of 3D.


     b. Employment:  D'Amore and West shall each be bound by a two-year ("Term")
     employment  contract  with 3D.  D'Amore  and/or West may each be terminated
     without cause at any time for any reason;  provided that 3D shall be liable
     to such employee for any outstanding Salary owed thereto for the balance of
     the Term. D'Amore and West will each: (i) earn an annual salary of $100,000
     ("Salary"); and (ii) be eligible for a bonus ("Bonus") consisting



<PAGE>


of 1% of  "Adjusted  Gross  Sales"  (which means the LS Sub gross sales less all
applicable  discounts,  returns and credits in the ordinary  course of business,
collection costs, and sales, use or other similar taxes) of LS Sub for achieving
each the 15`, 2"d and 3`d Cumulative Revenue Target(s)  (regardless in when such
Cumulative  Revenue  Target(s)  is  achieved).  The  Bonus  for  the 2"d and 3`d
Cumulative  Revenue  Target(s)  shall  consist  solely of new sales  made in the
achievement thereof (i.e., excluding any sales upon which a Bonus had previously
been  paid).  In the event  D'Amore  and/or  West  procure a third  party  buyer
resulting in an  acquisition  of or by 3D, then the parties  shall  negotiate in
good faith  within 3D's usual and  customary  parameters  regarding  appropriate
remuneration for D'Amore and West in connection therewith.

(10)  Expenses:  Each  party  shall  be  responsible  for  its own  expenses  in
connection  with all matters  relating to negotiation  and  consummation  of the
Transaction.

(11) Indemnity : LS will fully  indemnify 3D from and against any liabilities or
claims  accruing  or of which LS  should  have been  aware,  of which 3D was not
expressly advised, prior to the Transaction date.

(12) Representations and Warranties: LS would make customary representations and
warranties  to 3D and would provide  comprehensive  covenants,  indemnities  and
other protections for the benefit of 3D. The  representations  and warranties in
the later definitive  agreement would be without  qualification as to knowledge,
materiality or otherwise.

(13)  Insolvency  Bankruptcy:  If 3D files for  bankruptcy  protection,  becomes
insolvent,  or is  involuntarily  de-listed by the American  Stock Exchange then
3D's equity  interest  in LS shall be reduced to 25"/0,  with the  remaining  3D
equity balance over 25% reverting back to LS Principals.

(14) Time is of the Essence/Expiration/Termination:  The Parties agree that time
is of the  essence,  and  accordingly  agree to use all  reasonable  efforts  to
conclude  the  Transaction  within  60 days of the date of this  Letter.  If the
Transaction Date fails to occur within 60 days of this Letter,  then this Letter
shall  automatically  expire and all  provisions of this Letter shall  terminate
except the provisions of  Non-Disclosure/Publicity,  Exclusive Dealing, Expenses
and Governing Law/Arbitration Paragraphs, which shall survive indefinitely.

(15)  Governing   Law/Arbitration:   The   Transaction,   this  Letter  and  any
interpretation  thereof or disputes .arising thereunder shall be governed by the
laws of the State of  California.  The  Parties  agree  that any claim in law or
equity  arising  hereunder  or any  resulting  transaction  shall be  decided by
neutral,  binding  arbitration  in  accordance  with  the  commercial  rules  of
arbitration  as set forth by Judicate  West located in Los Angeles,  California,
and not by court  action,  except as provided  by  California  law for  judicial
review of arbitration  proceedings.  The  prevailing  party shall be entitled to
attorney's fees and costs within the arbitrator's discretion.

(16) Entire Agreement:  This Letter contains the entire agreement of the parties
and shall  replace and  supersede all prior  arrangements  and  representations,
either oral or  written,  as to the subject  matter  hereof.  This Letter may be
modified or amended only by a written instrument signed by all Parties hereto.

This  document  is a binding  letter of intent.  It is intended to be, and shall
constitute,  a binding and legal agreement,  and shall impose legal  obligations
and duties on both of us.

If the foregoing  reflects our mutual  statement of  intention,  please sign and
return the enclosed copy of this Letter of Intent.

Sincerely,
3Dshopping.com

By:  Terry Gourley

Title:

Date:  August 25, 2000