SECURITY/PLEDGE AGREEMENT
                            -------------------------


Security/Pledge  Agreement  ("Agreement")  dated as of March  1,  2000,  between
Gregory Hartwell ("Hartwell"),  an individual, and Communication Options, LLC, a
California corporation ("COL") (collectively and severally,  "Shareholder"),  on
the one hand, and 3Dshopping.com, a California corporation ("Secured Party"), on
the other hand in connection with that certain Promissory Note ("Note") dated as
of even date herewith.

                                    RECITALS

     A.   Shareholder is borrowing $50,000 from Secured Party pursuant to a Note
          dated as of even date herewith.

     B.   Shareholder  owns and controls a 90%  interest in CLO, and  Hartwell's
          son, Garrett Hartwell, owns and controls the remaining 10% interest in
          COL.

     C.   Shareholder wishes to grant security and assurance to Secured Party in
          order to secure Shareholders  performance of Shareholders  obligations
          under  the  Note,   including  the  payment  of  the  Note  (all  such
          obligations  being  referred to herein as the  "Obligations"),  and to
          that  effect to pledge and  deliver to  Secured  Party all  Hartwell's
          outstanding  interest  ("Interest")  in CLO,  as listed on  Schedule 1
          hereto.

                                    AGREEMENT

         In  consideration  of the  foregoing  and for other  good and  valuable
consideration,  the receipt and  adequacy of which is hereby  acknowledged,  the
parties hereto agree as follows:

         1. PLEDGE AND GRANT OF SECURITY INTEREST. Shareholder hereby pledges to
Secured  Party,  and grants to Secured Party a security  interest in, all of its
right,  title and  interest in the  property  described  in Section 2 below (the
"Collateral"), to secure payment and performance of the Obligations.

         2. COLLATERAL. The Collateral shall consist of the following:


               (a) The  Interest,  the  certificates  or paperwork for which for
which  (together  with any stock  powers  properly  executed in blank) have been
delivered by Shareholder to Secured  Party,  together with all new,  substituted
and  additional  securities  issued at any time  with  respect  to the  Interest
(collectively and severally, the "Pledged Interest");



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               (b) All now existing and hereafter arising rights with respect to
the Pledged Interest,  including,  without limitation, any and all voting rights
and all  rights  to cash  and  non-cash  dividends  on  account  of the  Pledged
Interest; and

               (c) All  proceeds of the  foregoing  Collateral.  For purposes of
this Agreement,  the term "Proceeds" includes whatever is receivable or received
when any of the Collateral is sold,  collected,  exchanged or otherwise disposed
of, whether such disposition is voluntary or involuntary,  and also includes all
interest,  dividends and other property receivable or received on account of the
Collateral or proceeds thereof.

         3.  ADMINISTRATION  OF THE PLEDGED INTEREST.  The following  provisions
shall govern the administration of the Pledged Interest:

               (a) So long as no Default (as defined  below) has occurred and is
continuing,  Shareholder  shall be entitled  to act with  respect to the Pledged
Interest in any manner not inconsistent with this Agreement or the Note.

               (b) So  long  as no  Default  has  occurred  and  is  continuing,
Shareholder  shall be  entitled to vote or consent  with  respect to the Pledged
Interest,  and  similarly,  Secured  Party  shall  have no voting  rights to the
Pledged  Interest  absent a Default.  If a Default  shall have  occurred  and be
continuing  and Secured Party shall have notified the  Shareholder  that Secured
Party  desires to exercise  its proxy rights with respect to all or a portion of
the Pledged Interest,  Shareholder hereby grants to Secured Party an irrevocable
proxy for the Pledged  Interest  pursuant to which proxy  Secured Party shall be
entitled  to vote or  consent,  in its  discretion.  This  irrevocable  proxy is
coupled  with an  interest.  In such  event,  Shareholder  agrees to  deliver to
Secured Party such further  evidence of the grant of such proxy as Secured Party
may request, but no further evidence shall be required in order to allow Secured
Party to exercise its voting rights.

               (c) So long as no Default shall have  occurred,  Shareholder  may
receive and retain any and all dividends or other  distributions paid in respect
of the Collateral.

               (d) Upon the occurrence and during the  continuance of a Default,
if Shareholder  shall have received,  or shall have become  entitled to receive,
any cash payments or other distributions in respect of the Collateral,  then and
in each case  Shareholder  shall deliver to Secured Party such amount in partial
payment of the  principal of and  interest on the Note,  with such amounts to be
applied to accrued  interest or  principal  payable  under the Note,  in Secured
Party's sole and arbitrary discretion.



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               (e) Shareholder  shall  immediately upon request by Secured Party
and in  confirmation  of the  security  interests  hereby  created,  execute and
deliver to Secured Party such further instruments,  deeds, transfers, assurances
and agreements, in form and substance as Secured Party shall request,  including
any financing  statement and  amendments  thereto,  or any other  documents,  as
required  under  California  law and any other  applicable  law to  protect  the
security interests created hereunder.

               (f) Secured  Party and its assigns  shall have no  obligation  in
respect of the Pledged Interest and other Collateral, except to hold and dispose
of the same in accordance with the terms of this Agreement.

         4.  REPRESENTATIONS,   WARRANTIES  AND  COVENANTS.  Shareholder  hereby
represents,  warrants and covenants,  as to itself and the Collateral pledged by
it hereunder, to and with the Secured Party that:

               (a) the Pledged Interest  represents that percentage as set forth
on Schedule 1 of the issued and outstanding  shares of each class of the capital
stock of the issuer with respect thereto, as and if applicable;

               (b) except  for the  security  interest  granted  hereunder,  the
Shareholder:  (i) is and will at all  times  continue  to be the  direct  owner,
beneficially  and of record,  of the Pledged  Interest  indicated on Schedule 1,
(ii) holds the same free and clear of all Liens (as defined  below),  (iii) will
make no security assignment,  pledge or hypothecation of, or create or permit to
exist any  security  interest  in or other Lien on, the  Collateral,  other than
pursuant  hereto,  and  (iv)  subject  to  Section  3,  will  cause  any and all
Collateral,  capable of physical  delivery,  to be forthwith  deposited with the
Secured Party and pledged or assigned hereunder (for purposes of this Agreement,
the term "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust,  lien,  pledge,  encumbrance,  charge or security  interest in or on such
asset,  (b) the  interest  of a vendor or a lessor  under any  conditional  sale
agreement, capital lease or title retention agreement relating to such asset and
(c) any other preferential arrangement that has substantially the same practical
effect as a security interest);

               (c)  Shareholder  (i) has the power and  authority  to pledge the
Collateral  in the manner hereby done or  contemplated  and (ii) will defend its
title or interest  hereto or therein  against any and all Liens  (other than the
Lien created by this Agreement), however arising, of all persons whomsoever;

               (d)  Shareholder  will not  permit  COL to issue  any  additional
shares of capital stock or other  securities,  as and if applicable,  whether to
Shareholder or to any other person or entity,  without the prior written consent
of the Secured Party,  which Secured Party may withhold in Secured  Party's sole
and arbitrary discretion;

               (e) no consent of any other  person  (including  stockholders  or
creditors  of  Shareholder)  and no  consent  or  approval  of any  governmental
authority or any securities  exchange was or is necessary to the validity of the
pledge effected hereto;



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               (f) by virtue of the execution and delivery by the Shareholder of
this  Agreement,  when the Pledged  Interest,  certificates  or other  documents
representing  or evidencing the Collateral are delivered to the Secured Party in
accordance  with this  Agreement,  the  Secured  Party  will  obtain a valid and
perfected  first lien upon the  security  interest in such  Pledged  Interest as
security for the payment and performance of the Obligations;

               (g)  the  pledge  effected  hereby  is  effective  to vest in the
Secured  Party the rights of the Secured  Party in the  Collateral  as set forth
herein;

               (h) all of the  Pledged  Interest  has been duly  authorized  and
validly issued and any associated costs are fully paid and nonassessable;

               (i) all  information  set forth  herein  relating  to the Pledged
Interest  is  accurate  and  complete  in all  material  respects as of the date
hereof; and

               (j) the pledge of the Pledged Interest pursuant to this Agreement
does not violate Regulation U or X of the Federal Reserve Board or any successor
thereto as to the date hereof.

         5. EVENTS OF DEFAULT.


               (a) LIST OF  DEFAULTS.  Any one or more of the  following  events
constitutes a default hereunder ("Default"):

               (i) A failure by  Shareholder  to make any  payment due under the
     Note when due;

               (ii) Any levy upon, seizure or attachment of any material portion
     of the Collateral; and

               (iii) A  material  breach by  Shareholder  of any of the terms of
     this Agreement, the Note or the Consultant Employment Agreement.

               (b) WAIVER OF DEFAULTS. Each Default under this Agreement will be
deemed  continuing  until it is waived in  writing  by, or cured to the  written
satisfaction of, the Secured Party.

         6. REMEDIES IN CASE OF A DEFAULT. In case a Default shall have occurred
and be continuing,  Secured Party may, in addition to all rights and remedies at
law or in equity or otherwise, seek the following remedies:



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               (a) The Secured Party shall have all of the remedies of a secured
party under the California  Uniform  Commercial  Code, and, without limiting the
foregoing,  shall have the right to sell,  assign and deliver the whole or, from
time to time,  any part of the  Pledged  Interest,  or any  interest in any part
thereof,  at any private sale or at public  auction,  with or without  demand of
performance  or other  demand,  advertisement  or notice of the time or place of
sale or  adjournment  thereof or otherwise  (except that the Secured Party shall
give 30 days notice to Shareholder of the time and place of any sale pursuant to
this Section 6), for cash,  on credit or for other  property,  for  immediate or
future  delivery,  and for such price or prices and on such terms as the Secured
Party shall, in its reasonable  discretion,  determine,  the Shareholder  hereby
waiving and releasing any and all right or equity of redemption  whether  before
or after sale  hereunder.  At any such sale,  the Secured  Party may bid for and
purchase  the whole or any part of the  Pledged  Interest  so sold free from any
such right or equity of  redemption.  The Secured Party shall apply the proceeds
of any such sale  first to the  payment  of all costs  and  expenses,  including
reasonable  attorneys'  fees,  incurred by the Secured  Party in  enforcing  its
rights under this Agreement and then to the payment of interest on and principal
of the Note,  with such payments to be applied to accrued  interest or principal
payable under the Note, in the Secured Party's sole and arbitrary discretion.

               (b) The  Shareholder  recognizes  that the  Secured  Party may be
unable  to  effect a public  sale of all or a part of the  Pledged  Interest  by
reason of certain  prohibitions  contained  in the  Securities  Act of 1933,  as
amended (the "Act"), or in the rules and regulations promulgated thereunder, but
may be compelled to resort to one or more private sales to a restricted group of
purchasers  who will be obliged to agree,  among  other  things,  to acquire the
Pledged  Interest for their own account,  for  investment and not with a view to
the distribution or resale thereof. The Shareholder agrees that private sales so
made may be at prices and on other  terms less  favorable  to the seller than if
the Pledged Interest were sold at public sale, and that the Secured Party has no
obligation  to delay the sale of the  Pledged  Interest  for the  period of time
necessary  to permit the  registration  of the Pledged  Interest for public sale
under the Act.  Shareholder  agrees that a private  sale or sales made under the
foregoing  circumstances  shall be deemed  to have  been made in a  commercially
reasonable manner.

               (c) If any  consent,  approval  or  authorization  of any  state,
municipal  or other  governmental  department,  agency  or  authority  should be
necessary to effectuate any sale or disposition by the Secured Party pursuant to
this  Section 6 of the Pledged  Interest,  or any partial  disposition  thereof,
Shareholder will execute all such  applications and other  instruments as may be
required  in   connection   with   securing  any  such   consent,   approval  or
authorization, and will otherwise use its best efforts to secure the same.

               (d) Alternatively to Section 6(a), the Secured Party may register
in Secured Party's name any and all of the Pledged Interest.



<PAGE>


               (e) Neither failure nor delay on the part of the Secured Party to
exercise any right, remedy, power or privilege provided for herein or by statute
or at law or in equity shall operate as a waiver  thereof,  nor shall any single
or partial exercise of any such right,  remedy,  power or privilege preclude any
other or further  exercise  thereof or the exercise of any other right,  remedy,
power or privilege.

         7.   SHAREHOLDER'S   OBLIGATIONS  NOT  AFFECTED.   The  obligations  of
Shareholder  under this Agreement  shall remain in full force and effect without
regard to, and shall not be  impaired  or  affected  by: (a) any  subordination,
amendment  or  modification  of or addition or  supplement  to the Note,  or any
assignment or transfer of the Note; (b) any exercise or  non-exercise by Secured
Party of any  right,  remedy,  power or  privilege  under or in  respect of this
Agreement  or the  Note,  or any  waiver  of any such  right,  remedy,  power or
privilege;  (c) any waiver,  consent,  extension,  indulgence or other action or
inaction in respect of this Agreement or the Note, or any assignment or transfer
of any thereof; or (d) any bankruptcy, insolvency, reorganization,  arrangement,
readjustment,  composition,  liquidation  or the like,  of Secured  Party or its
successors, whether or not the Shareholder shall have notice or knowledge of any
of the foregoing.

         8.  TERMINATION.  Upon payment in full of the principal of and interest
on the  Note  and  upon  the due  performance  of and  compliance  with  all the
provisions of the Note,  this Agreement  shall  terminate,  and the  Shareholder
shall be  entitled  to the  return  of such of the  Pledged  Interest  and other
Collateral as has not theretofore been sold or otherwise applied pursuant to the
provisions of this Agreement.

         9. GENERAL PROVISIONS.


               (a)  SEVERABILITY.  If any of the  provisions  of this  Agreement
shall be held  invalid  or  unenforceable,  this  Agreement  and the  rights and
obligations of the parties hereto shall be construed  without  reference to such
provision and enforced accordingly.

               (b) BENEFIT AND ASSIGNMENT.  This Agreement shall be binding upon
and shall  inure to the  benefit  of the  parties  hereto  and their  respective
successors and assigns.

               (c) ENTIRE AGREEMENT;  Amendments. This Agreement, the Consultant
Employment  Agreement and the Note embody the entire agreement and understanding
of the parties and  supersede  any and all prior  agreements,  arrangements  and
understandings with respect to the subject matter hereof. No amendment or waiver
of  compliance  with any  provision or  condition  of this  Agreement or consent
pursuant to this Agreement will be effective  unless  evidenced by an instrument
in writing signed by the parties.

               (d)  GOVERNING  LAW. The  construction  and  performance  of this
Agreement will be governed by the laws of the State of California,  exclusive of
choice of law rules or principles.
<PAGE>

               (e) NOTICES.  All notices required to be given under the terms of
this Agreement or which any of the parties may desire to give hereunder shall be
in writing and delivered  personally or sent by registered or certified  mail or
facsimile,  with proof of receipt,  postage and expenses prepaid, return receipt
requested, addressed as follows:

         To Shareholder:             Gregory Hartwell
                                     204 Bicknell Avenue
                                     Santa Monica, CA 90405

         To Secured Party:           3Dshopping.com
                                     308 Washington Boulevard
                                     Marina del Rey, CA 90292
                                     Attn: General Counsel
                                     Facsimile: (310) 301-6730

               (f)  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts and all counterparts of the Agreement shall together constitute one
original document.

               (g)  ATTORNEYS'  FEES.  The  prevailing  party in any  proceeding
required to enforce this  Agreement  shall be entitled to recover from the other
all costs and expenses of  enforcement,  including  reasonable  attorneys'  fees
prior  to  and  at  trial,  on  appeal,  on  any  petition  for  review,  in any
arbitration,  in any administrative or bankruptcy  proceeding,  and in any other
judicial, quasi-judicial or non-judicial proceeding.


<PAGE>


         EXECUTED as of the day and year first written above.

SHAREHOLDER:                                COMMUNICATION OPTIONS, LLC,
                                             a California corporation


                                            By:
                                                -------------------------------

                                            Its:
                                                -------------------------------

                                            GREGORY HARTWELL

                                            By:
                                                -------------------------------

                                            Its:
                                                -------------------------------

SECURED PARTY:                               3DSHOPPING.COM,
                                             a California corporation

                                            By:
                                                -------------------------------

                                            Its:
                                                -------------------------------

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                                   SCHEDULE 1
                          TO SECURITY/PLEDGE AGREEMENT


                                  CAPITAL STOCK

              Number of          Registered          Number and       Percentage
Issuer        Certificate           Owner          Class of Shares     of Shares
------        -----------        ----------        ---------------     ---------