3Dshopping.com
                            308 Washington Boulevard
                        Marina del Rey, California 90292


Mr. Terry Gourley
494 Woodland
Simi Valley, CA 93065


                          RE: AMENDMENT TO OFFER LETTER
                          -----------------------------

Dear Terry:

This letter amendment together with Schedule "1" attached hereto  (collectively,
"Amendment") dated as of May 30, 2000, to your Offer Letter dated as of November
5, 1999,  from Bob Grant to you,  confirms our agreement in connection with your
promotion from Vice President,  Business Development, to Chief Executive Officer
("C.E.O") of 3Dshopping.com ("3D"), pursuant to the following terms:

1.       Subject to  confirmation  by our Board of  Directors  ("Board")  (which
         confirmation  was  obtained  on May 24,  2000),  you  will  serve  on a
         full-time basis as 3D's Chief Executive Officer, and 3D will employ you
         in those  capacities  beginning on May 18, 2000 ("Hire Date").  In that
         capacity, you report to 3D's Board and will be advised,  instructed and
         assisted  by the  Board's  Chairman  and the  Chairman  of the  Board's
         Executive  Committee (i.e.,  Lawrence  Weisdorn) to facilitate a smooth
         transition into the performance of your C.E.O. duties.

2.       Your initial  employment  term will be for a period of 1 year ("Term");
         provided that, you are an at-will employee of 3D, and can be terminated
         by 3D without cause at any time.

3.       Subject  to your  execution  of a general  release  of claims in a form
         satisfactory  to 3D, if you are terminated by 3D prior to expiration of
         the Term other  than for  cause,  you will be  entitled  to  "Severance
         Payments" equal to your Post-Term  Compensation  (as defined below) for
         six months.  These Severance Payments will be made at such times and in
         such amounts as they would have been made had you remained  continually
         employed by 3D. Any prior  acceleration  of any  compensation  payments
         made to you shall be taken into account for purposes of determining the
         amount of such Severance Payments.

4.       You will  receive cash  compensation  at the rate of $200,000 per annum
         during  the  Term  only  ("Term  Compensation"),   subject  to  partial
         recoupment by 3D if the  Performance  Target (as defined  below) is not
         achieved (i.e., up to $50,000 may be recouped during the Term by 3D) as
         detailed below.  After the Term, if you remain in your current position
         with 3D, you will receive cash compensation at the rate of $150,000 per
         annum  or such  other  amount  as  agreed  by the  parties  in  writing
         ("Post-Term  Compensation").  You will be eligible for such bonuses and
         other forms of  supplemental  compensation  as may from time to time be
         approved  by the Board.  Your rate of  Compensation  will be subject to
         review  by the Board of  Directors  not less  often  than  annually  in
         connection with the annual review of officer compensation generally.

5.       If during  the  Term,  3D  achieves  company-wide  sales of  $2,200,000
         (excluding any deals for which Lawrence  Weisdorn is acting as the lead
         salesperson)  within any  consecutive  90-day period (i.e.,  the 90-day
         period  is a  rolling  period  within  the  Term for  purposes  of this
         Paragraph)  ("Performance Target"), then you are entitled to retain all
         $200,000 paid to you as Term  Compensation.  If by the seventh month of
         the Term (i.e.,  by December  18,  2000) you have failed to achieve the
         Performance Target, then 3D is entitled to recoup $50,000 from the Term
         Compensation,  which shall be recouped on a monthly pro-rata basis over
         the remaining five months of the Term (i.e.,  10,000 per month shall be
         deducted  from your gross  pay).  As an  accommodation  to you, 3D will
         accelerate the first month of the Term  Compensation in accordance with
         the schedule attached hereto as Schedule "1".

         Upon your acceptance of this  Amendment,  it will be recommended to the
         Board by the  Compensation  Committee  that you be  granted  options to
         purchase  up to  100,000  additional  shares of 3D common  stock  ("New
         Options"),  which in  addition  to the  25,000  options  you  currently
         possess  ("Existing  Options")  provides you with an aggregate total of
         125,000  options  (New Options and  Existing  Options are  collectively
         referred to herein as  "Options").  The New Options  exercise  price is
         $7.00,  the fair market value of 3D's common stock as determined by the
         American  Stock  Exchange on the close of business on May 18, 2000.  To
         the extent  possible,  the New Options would be qualified for treatment

<PAGE>

         as Incentive Stock Options under the Internal  Revenue Code of 1986, as
         amended.  If  approved  by the  Board,  the New  Options  will  vest as
         follows:

         a.       50,000  INCENTIVE  OPTIONS:  These New  Options  would vest in
                  accordance  with  3D's  standard  four-year  vesting  schedule
                  commencing on your Hire Date,  which  provides for  one-fourth
                  vesting on each of the next four employment  anniversary dates
                  (i.e.,   50,000/4  =  12,500)  New  Options  vested   annually
                  beginning on the first anniversary of your Hire Date).

         b.       50,000 BONUS "HOME-RUN" OPTIONS:  These New Options would vest
                  in their  entirety  (i.e.,  in one lump sum) on the earlier of
                  any of the following  events  occurring while you are employed
                  by  3D  in  your  present   position  or  at  a  substantially
                  equivalent or senior  position:  (i) four years from your Hire
                  Date passes (i.e., on May 18, 2004); (ii) a buyout occurs by a
                  single  entity or group of a majority  ownership  (i.e.,  over
                  50%) of 3D on a  fully-diluted  basis;  or (iii) 3D achieves a
                  market  capitalization  of  $500,000,000  based on issued  and
                  outstanding 3D shares of stock (i.e.,  not on a  fully-diluted
                  basis) at any time.  If none of these  events  occur,  the New
                  Options will terminate and be of no further force and effect.

         Upon your voluntary  termination of employment,  any vested New Options
         would remain exercisable for thirty days and any unvested Options would
         expire.  In the  event  of  termination  of  your  employment  at  3D's
         initiative,  any vested New Options  would expire upon the later of the
         date of termination or 60 days following notice to you of termination.

6.       In addition to the foregoing, you will be eligible for such benefits as
         are from  time to time  made  available  to  other  members  of  senior
         management.

7.       You will sign and be bound by 3D's  customary  agreements  relating  to
         nondisclosure, non-solicitation, inventions, and the like.

8.       Unless  expressly  amended  by this  Amendment,  the terms of the Offer
         Letter  remain in full force and  effect.  The Offer  Letter,  and this
         Amendment  together  with Schedule "1" thereto  attached  hereto and by
         this  reference  made a part  hereof,  contains  the  entire  agreement
         (collectively,  "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  Agreement  may be
         modified or amended only by a written  instrument signed by all parties
         hereto.

If you are in agreement with the foregoing,  please sign as indicated  below and
return the original to me.

Very truly yours,



Lawrence Weisdorn

Enclosure


Accepted and agreed:

TERRY GOURLEY


By
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