CHANNELSPACE ENTERTAINMENT, INC.
                          808 Live Oak Drive, Suite 126
                              Chesapeake, VA 23320








September 12, 2000



3D Shopping.com d/b/a
O2, Essential Marketing Technologies
308 Washington Blvd.
Marina Del Rey, CA 90292

Attention: Terry Gourley, Chief Executive Officer

Re:     Agreement to Acquire Technology for Shares
        -------------------------------------------

Dear Terry:

This  letter  sets  forth  our  agreed  upon  terms for the  acquisition  of the
"electronic  Content Management  System"  technology  ("eCMS") from ChannelSpace
Entertainment,  Inc., a Virginia  corporation (or its assigns)  ("CSEI"),  by 3D
Shopping.com   d/b/a  O2,  Essential   Marketing   Technologies,   a  California
corporation  ("O2")  for  shares  of O2's  voting  common  stock,  which  may be
unregistered  and  restricted  upon  issuance,  but which are subject to certain
registration  obligations,  as well as  certain  related  matters.  This  letter
agreement  is binding  when  executed  by both CSEI and O2 . The  closing of the
acquisition  will be evidenced  by, but not subject to, our mutual  agreement on
specific  wording and  completion of  appropriate  mutually  agreeable  transfer
documentation  specifically setting forth the terms of this letter agreement, as
well as other provisions customary for this type of transaction (the "Technology
Transfer  Documents").  If this letter agreement accurately sets forth the terms
of our agreement,  we would  appreciate  your  acknowledgment  and acceptance of
these terms by signing and  returning a copy of this letter  agreement.  We will
then  proceed  to  prepare  the  Technology   Transfer   Documents  and  related
agreements.


Technology to be Transferred
----------------------------

CSEI shall transfer and assign to O2 all of its right, title and interest in the
source  code,  object  code,  documentation,  architecture,  schematics,  plans,
modules,  models,  marketing  campaigns  and all other  embodiments  or  related
intellectual  property  assets for the  software  technology  known as eCMS,  as
further  described  on Exhibit A hereto,  and made a part  hereof.  The transfer
shall  be  made  on an  "as  is"  basis.  Notwithstanding  the  foregoing,  CSEI
represents and warrants that (i) it has not licensed or sold the eCMS technology
to any third  party,  and,  as more  fully set forth in the  Related  Assets and
Contracts section below, the eCMS technology does not contain or incorporate any
proprietary  technology of any third party;  (ii) that the eCMS  technology  has
been   used   solely   for   internal    purposes    with   regard   to   CSEI's
"collectingchannel.com"  in the content  management of all eight "folders" (with

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 2

the exception of certain static features that do not change frequently,  such as
headers,  footers,  tabs,  introductory pages, price guide data load process and
vender data load process), as well as for the "Caribbeanchannel.com";  and (iii)
the written information presented at a July 13, 2000 presentation in Chesapeake,
Virginia by CSEI to O2 (as attached as Exhibit B hereto)  reasonably  represents
in  all  material   respects  the   application  of  the  eCMS   technology  for
"collectingchannel.com".  O2 acknowledges that, although the eCMS technology has
been  used for the  internal  purposes  of CSEI (as  described  in the  previous
sentence),   the  eCMS   technology   will   require   additional   development,
documentation and testing prior to the licensing of the eCMS technology to third
parties by O2 (or its assigns).  The eCMS  technology  will be transferred to O2
free and clear of all liens and  encumbrances  (other  than the  licenses  to be
granted  by  O2 to  CSEI  described  herein),  with  a  warranty  as  to  title,
non-infringement   and  the  above  representation  as  to  current  usage.  The
technology transfer will be evidenced by an assignment agreement.

Related Assets and Contracts
----------------------------

CSEI  will  transfer  to O2 all  tangible  embodiments  of the eCMS  technology,
including without limitation, the medium containing the eCMS technology. Exhibit
C  identifies  the  computer  equipment  and  related  items that CSEI will make
available  for sale to O2. No later  than ten (10)  business  days  prior to the
scheduled  closing,  CSEI will provide to O2 CSEI's  estimate of the fair market
value of each item on Exhibit C (and any liens or encumbrances to which any item
is subject). No later than five (5) business days prior to the scheduled closing
, O2 will  notify  CSEI as to  which,  if any,  items on  Exhibit C that O2 will
acquire for cash to be paid at the  closing.  O2 may reject any and all items on
Exhibit C in its sole  discretion.  Except as set forth on  Exhibit C, the items
that O2 elects to  purchase  will be  delivered  free and clear of any liens and
encumbrance and will be evidenced by a bill of sale.

CSEI has no third party contracts or license agreements with respect to the eCMS
technology.  The  eCMS  technology  does  not  incorporate  any  other  licensed
technology.  As set forth on Exhibit A, the eCMS  technology  is  designed  on a
Microsoft  Distributed  Internet  Architecture  and is designed to be run on any
platform that supports  Microsoft  Component Object Model standard,  although O2
and each licensee will need to license  Microsoft Site Server commerce  addition
software. Accordingly, there are no contracts to be assigned to O2 to provide it
with the full benefits of the technology assignment.

O2 has  indicated  its  intention to make  employment  offers to Jeff  Laskowski
(CSEI's current Chief Technology Officer), and one or more Senior Developers. In
addition, O2 has indicated its intention to enter into a transitional consulting
relationship  with Mark Stuart (CSEI's  current Chief Executive  Officer).  CSEI
will cooperate fully with O2 to facilitate such contracts,  including  execution
of waivers and releases  with respect to such CSEI  employees  hired by O2 as an
employee or retained as a transitional consultant. CSEI hereby acknowledges that
the employment by O2 of Jeff Laskowski pursuant to the letter agreement attached
as  Exhibit D hereto  is a  condition  to  closing  by O2. O2 agrees to  execute
employment agreement in the form attached as Exhibit D hereto.

CSEI Licenses
-------------

O2 shall grant to CSEI three (3)  royalty-free,  one year  licenses for the eCMS
technology  (object code and  available  documentation),  which  licenses  shall
include maintenance,  support and each new release by O2 of a new version of the
eCMS technology that is offered to any other O2 licensee for the eCMS technology
on a "most favored client"  pricing.  Such licenses shall be used to support the
web-sites currently known as "Caribbeanchannel.com", "Celticchannel.com" and one
other site to be  designated  by CSEI.  O2 shall  transmit  each  upgrade in the
ordinary  course of its  distribution  of upgrades or new  versions to its other
licensees. Additionally, O2 shall grant to CSEI a royalty-free, perpetual source

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 3

and object code  license for use with its  "collectingchannel.com"  website.  O2
shall have no maintenance,  upgrade or other ongoing  obligation with respect to
the source code license. CSEI shall have the right to assign the licenses to one
or more third  parties  that acquire  from CSEI any of the  foregoing  web-based
activities, but with no right to sublicense or sell independently.  The forgoing
licenses  to CSEI will be  evidenced  by  license  agreements,  with no right to
sublicense   or  sell   independently   and   excluding,   in  each  case,   all
representations and warranties by O2.

Closing Date Consideration
--------------------------

The initial  consideration for the assignment of the eCMS technology and related
assets from CSEI to O2 shall be the  issuance by O2 to CSEI (or its  assigns) of
833,333.33  shares of O2 voting common stock  (currently  traded on the American
Stock Exchange under the symbol THD) (the "Initial Shares"), subject only to the
lock-up  restrictions  in the next paragraph and, if unregistered at the time of
issuance, also subject to the Securities Registration Obligations section below.
Subject to the lock-up restrictions described below, the delivery of the Initial
Shares shall be authorized for the closing date by  instructions  from O2 to its
transfer agent to issue the Initial  Shares to CSEI, or its assigns.  CSEI shall
provide a written letter of delivery  instructions  to O2 and its transfer agent
at least two (2) business days prior to the closing date  designating  the names
in which  the  Initial  Shares  shall be  issued.  If no  instruction  letter is
received, all the Initial Shares shall be issued to and delivered in the name of
CSEI.

Lock-up Restrictions
--------------------

The Initial  Shares  shall be marked and remain  subject to a  restriction  from
public trading for the following  periods:(i)  all Initial Shares for six months
after the  closing  date;  (ii) fifty  thousand  (50,000)  shares  shall  become
unrestricted  on the first day of each of the seventh  through the twelfth month
after the closing  date;  and (iii) the  remaining  Initial  Shares shall become
unrestricted  on the first day of the  thirteenth  month after the closing date.
The foregoing  restrictions shall expire prior to the end of such periods,  if a
third party makes a tender  offer or otherwise  agrees to acquire  substantially
all  of  the  shares  of  voting  common  stock  of  O2.   Notwithstanding  such
restriction,  CSEI  shall be  permitted  to  assign  any of the  Initial  Shares
received by it, and other recipients of the Initial Shares shall be permitted to
assign  any of  the  Initial  Shares  they  receive,  in  one  or  more  private
transactions,  which  transfers  will  be  recorded  on the  books  of O2 by its
transfer  agent upon  certification  and  indemnification  by the  transferor in
compliance  with all  applicable  securities  laws. In each case, any transferee
will be required to  acknowledge  and agree to the lock-up  restriction  in this
paragraph.  As the restrictions  lapse with respect to each group of the Initial
Shares,  O2 shall  cause  its  transfer  agent to  deliver  to the then  current
registered  owners  of such  Initial  Shares  replacement  certificates  without
transfer legends against  cancellation of the certificates with the legends.  At
the end of each restricted  period,  O2 shall take all other actions  reasonably
necessary to allow the unrestricted  public trading of the unrestricted  Initial
Shares,  including any filings necessary under Federal and state securities laws
(see the Securities Registration Obligations section below).

Post-Closing Consideration
--------------------------

CSEI (or its  assigns)  shall be  entitled  to receive  additional  shares of O2
common stock on a quarterly basis for six quarters,  beginning four months after
the closing. Such shares may be unregistered at the time of issuance, and if so,
the Securities  Registration  Obligations section below shall apply. The "value"
of the shares  deliverable within thirty days after the end of each such quarter
shall equal the "gross  revenues" of O2 (or its  successors  and  assigns)  with
respect to the eCMS  technology  (as it may be enhanced or modified from time to
time) for such three months.  Whether or not such O2 Shares are registered  upon

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 4

issuance,  the "value" of the O2 shares shall be determined by taking the sum of
the closing price of registered  shares of the common stock for each trading day
during  such three  months,  divided by the number of trading  days  during such
three-month  period. The O2 shares of voting common stock shall be issued by the
transfer  agent in the  name of CSEI or its  assigns,  as  provided  by  written
instructions from CSEI (or its successor).

For the  purposes of this  provision,  O2 will use its  commercially  reasonable
efforts to market the eCMS  technology as part of the O2 web-based  tools during
the period set forth in the previous paragraph. O2 will not take any actions, or
fail to take any actions,  that will materially impair the marketing of the eCMS
technology  during the period set forth in the  previous  paragraph or that will
substantially   impair  the  ability  of  CSEI  to  receive   the   post-closing
consideration set forth in the previous paragraph.

"Gross  revenues"  include all license fees,  installation or other service fees
for which a contract is entered into during such quarter and, for this  purpose,
maintenance  fees for a twenty-four  month period following the initial contract
with such licensee (collectively, "Licensee Revenue Stream"). To the extent that
the eCMS technology is licensed in connection with or in a combination  with any
other  software  package,  the "gross  revenues"  shall  include the O2 "bundled
price" of the eCMS technology package and services  provided.  For this purpose,
the "bundled price" shall equal the list price of the Licensee Revenue Stream of
the eCMS  Technology  multiplied  by the fraction of which the  numerator is the
Licensee Revenue Stream for the "bundled" package of products and services,  and
the denominator is the sum of the individual list prices of the Licensee Revenue
Stream for all the  individual  products and services in the "bundled"  package.
For example,  if the Licensee  Revenue Stream for the eCMS technology is $60,000
and it is bundled  with other O2 products  and services  with  Licensee  Revenue
Streams  of  $100,000,  and the  "bundled"  package is  licensed  for a Licensee
Revenue  Stream of $120,000,  then the "gross  revenues"  will  include  $45,000
($60,000 x ($120,000/$160,000)).  To the extent that O2 uses the eCMS technology
in any other  "income"  producing  manner  (e.g.,  service  bureau,  consulting,
portal,  software  rental,  or bartered for other services,  licenses or similar
consideration),  such "income"  shall be included in full in the  computation of
"gross  revenues" at the  projected  "income"  levels from each such contract or
relationship  for the first twelve months of such contract or  relationship.  In
any bartering situation,  the "income" shall equal the vendor's prevailing price
of  such  services,   licenses  or  other  consideration   acquired  by  barter.
Notwithstanding,  the prior sentence,  if such bartered services,  licenses,  or
other  consideration  received by O2 is not recognizable as "income" to O2 under
Generally Accepted Accounting Principals, then such bartered services, licenses,
or other  consideration  received by O2 shall be excluded from "gross revenues";
provided,  however,  that  the  maximum  amount  so  excluded  shall  not in the
aggregate exceed the lesser of: (i) one percent (1%) of the total  consideration
received by CSEI from O2 under this letter agreement;  or (ii) $250,000.  To the
extent that O2 sells or transfers the eCMS  technology or any part thereof in an
arm's length  transaction to a third party, the proceeds received from such sale
or transfer shall be considered "gross revenues".

The maximum  "value" of shares  deliverable  to CSEI or its assigns  pursuant to
this post-closing  consideration  paragraph shall not exceed an additional $12.5
million  (measured  at the  "value" as to each  separate  delivery  over the six
quarters), reduced by any set-offs permitted below.

Price Protection Consideration
------------------------------

The parties agreed to the number of Initial Shares on the  expectation  that the
public trading price of such shares was expected to increase during the eighteen
month period after the closing to at least $15 per share. In that regard, if the
"value" of the O2 registered shares of common stock (as determined in accordance
with the first paragraph of Post-Closing  Consideration  section above) does not
equal or exceed $15 per share for the "three  month"  period  beginning  fifteen

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 5

months after the closing,  O2 shall deliver to CSEI (or its assigns who received
any of the  unrestricted  Initial  Shares  at the end of the  lock-up  periods),
additional shares of O2 common stock which, if unregistered,  will be subject to
(the Securities Registration Obligations section below. The number of additional
which, if unregistered  will be subject to shares of O2 common stock deliverable
with respect to each Initial Share (that has not been  returned  pursuant to the
indemnification  obligations  below) shall equal (i) $15.00 minus the "value" as
determined for such quarter;  (ii) divided by such "value".  For example, if the
"value"  equals  $12.00,  then  ($15.00 -  $12.00)/$12.00  =  $3.00/12.00  = .25
additional  share of O2 common stock issuable with respect to each Initial Share
of Common Stock,  whether or not such Initial Share remains in the possession of
CSEI or any of its  assigns  (unless it has been  returned to O2 pursuant to the
indemnification provisions below).

Liabilities
-----------

O2 will not assume any liability of any kind with respect to the eCMS technology
or related  assets,  other than the specific  liabilities set forth on Exhibit C
with respect to such  equipment  that O2 elects to acquire,  as set forth in the
Related Assets and Contracts section above.

Warranties and Set-Off
----------------------

O2 has agreed to acquire the eCMS  technology  on an "as is" basis.  Except with
respect to title,  non-infringement and current usage (as described above), CSEI
makes no  representation  or  warranty as to the  functionality,  marketability,
fitness for a  particular  purpose or otherwise  of the eCMS  technology  or the
related assets.

With respect solely to any third party claims  challenging CSEI's warranty as to
title or non-infringement,  CSEI and/or its assigns shall indemnify and hold O2,
and  indirectly,  its officers,  directors,  employees,  agents,  successors and
assigns,  as well as its  licensees,  harmless with respect to all out of pocket
costs,  payments,  settlements,  royalties  imposed or amounts  paid  ("Losses")
related  to such  claims,  limited  to no more  than Two  Million  Five  Hundred
Thousand Dollars ($2,500,000) for the first year after closing and limited to no
more than Five Million Dollars ($5,000,000) during the second year after closing
and limited to losses  incurred  during the  twenty-four  (24) months  after the
closing,  with notice  delivered  to CSEI no later than twenty seven (27) months
after the closing.  O2 shall notify CSEI and each of its assigns  promptly after
receipt of any such claims and CSEI or its  assigns  shall have the right at its
or their own cost to defend or settle such actions.

For any Losses accruing  during the first six months after closing,  O2 shall be
entitled  to a return of that  number of shares of O2 common  stock  that have a
value equal to the Losses based on the greater of: (i)$15 per share of O2 common
stock,  or (ii) the closing price of the O2 common stock on the settlement  date
or date of final determination by arbitration, as provided below. For any Losses
accruing more than six months after closing, O2 shall first be payable by way of
a  reduction  in the amount of then  currently  owing and payable  post  closing
consideration. Following notification of such claim, a reasonable portion of any
then  currently  owing and payable  remaining  post  closing  consideration  not
previously  issued  shall be deposited  into escrow  pending the results of such
claims or the determination by arbitration as provided below.

Except as  provided  in the  preceding  paragraphs  in no event will CSEI or its
assigns,  be liable to O2 or any other party,  or any third party for any Losses
or claims arising out of or related to the eCMS  technology,  including any lost
revenue,  lost  profits,  replacement  goods,  loss  of  technology,  rights  or

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 6

services,  incidental,  punitive,  exemplary, indirect or consequential damages,
loss of  data,  or  interruption  or loss of use or  service  of any  equipment,
web-site  or  business  activity,  even if  advised of the  possibility  of such
damages.

O2 covenants that it will not make any modifications, additional enhancements or
other changes to the eCMS technology in a manner that infringes the intellectual
property rights of any third party.

O2 has provided to CSEI its "Due Diligence  Presentation"  regarding its current
business  operations and future  business plans. O2 represents and warrants that
such "Due  Diligence  Presentation"  sets  forth in all  material  respects  its
current business operations and its current  expectations of its future business
plans.

Securities Registration Obligations
-----------------------------------

O2 agrees to authorize  and reserve a sufficient  number of shares of its common
stock for all the delivery requirements  hereunder taking into account from time
to time the then current "value" of its common stock as determined in accordance
with the first paragraph of the Post-Closing Consideration section above.

O2 agrees  that  within  thirty  (30) days  after the  closing,  it shall file a
registration  statement  on form S-3 or other  applicable  form for the  Initial
Shares,  which  registration shall become effective no later than the end of six
months after the closing and, O2 shall  thereafter take all actions and make all
filings required to keep the Initial Shares registered and freely tradeable.  If
O2  fails to  comply  with the  previous  sentence,  in  addition  to any  other
consideration in this Letter Agreement,  CSEI (or its assigns) shall be entitled
to receive Two  Hundred  and Fifty  Thousand  Dollars  ($250,000)  in "value" of
additional shares of O2 common stock as a penalty for failing to comply with the
registration obligations with respect to the Initial Shares. The issuance of the
additional  shares pursuant to the previous sentence shall not relieve O2 of any
of its obligations under this section.  The additional shares of O2 common stock
issuable as a penalty  will be "valued" as  determined  in  accordance  with the
first paragraph of the  Post-Closing  Consideration  section above for the three
month period ending on the six monthly anniversary of the closing date and shall
be delivered within ten (10) business days after such anniversary.

O2 agrees that the shares deliverable as: (i) post-closing  consideration;  (ii)
price  protection  consideration;  and (iii) penalty shares (as described in the
preceding paragraph)  hereunder,  shall, in each instance,  be either registered
and  freely  tradable  when  delivered,  or, if not then  registered  and freely
tradeable,  O2 agrees  that  within  sixty (60) days after such  delivery,  such
shares  shall be  registered  and  freely  tradeable  pursuant  to an  effective
registration statement filed by O2 on form S-3 or other applicable form and that
O2 shall thereafter take all actions and make all filings required to keep these
shares registered and freely tradeable.

In addition to, and not in lieu of, the  registration  obligations  set forth in
the preceding two paragraphs,  O2 agrees that it will file a shelf registration,
as soon as it is eligible to do so, to register the maximum  number of shares of
the O2 common stock that would be deliverable  hereunder to CSEI or its assigns,
that are not already reserved,  registered and freely tradeable,  as well as for
the penalty shares  described in the second  paragraph of this section.  For the
purpose of the  preceding  sentence,  the maximum  number of shares  deliverable
hereunder  will be based on the "value" of the O2 common stock as  determined in
accordance with in the first paragraph of the Post-Closing Consideration section
above applied to both the maximum  post-closing  consideration  of $12.5 million
and the  price  protection  consideration  determined  at the  end of the  three
calendar month period immediately  preceding the date of such shelf registration
(which  shall be no more than  thirty (30) days after the first  opportunity  to
make such filing). For example, if O2 is first able to file a shelf registration
during the  seventh  month  after the  closing  and the "value" of the O2 common
stock for the  three  calendar  months  preceding  such  filing  opportunity  is

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 7

determined  to be $9.00  per  share  and  only  the  Initial  Shares  have  been
registered,  O2 shall file a shelf  registration  covering (i) 1,388,889 shares,
with respect to the maximum post-closing consideration  ($12,500,00/$9.00);  and
(ii)  555,556  shares,  with  respect  to  the  price  protection  consideration
((($15.00 - $9.00) x  833,333.33)/$9.00),  as well as any  covering  any penalty
shares that have accrued and have not theretofore been registered.

To the extent that O2 makes any other filing to register any of its common stock
or other  securities prior to the time when all shares of common stock delivered
or that may be  deliverable  hereunder  to CSEI or its  assigns  have been fully
registered and effective,  O2 shall:  (i) include all  unregistered O2 shares of
common stock issued to CSEI or its assigns in such registration statement;, (ii)
to the maximum extent allowable under  applicable  securities laws at such time,
register the maximum  number of shares of O2 common  stock that are  potentially
issuable to CSEI or its assigns, in accordance with the calculation in the prior
paragraph,  applied  at the  time of  such  registration;  and  (iii)  O2  shall
thereafter  take all actions and make all filings  required to keep these shares
registered and freely tradeable.

Closing; Documentation; Cooperation
-----------------------------------

The Closing of the above agreed upon  matters  shall take place at the office of
O2 at the earlier of (i) a date  specified  by O2 which is no more than ten (10)
days after the Closing by O2 of its private placement of securities  through its
current offering through H.C.  Wainwright& Co., Inc.; or (ii) November 15, 2000;
in either case, at 10:00 a.m.  Pacific  time.  The parties agree that time is of
the essence.  At the closing,  the parties shall execute such  documents as they
mutually  agree upon to  evidence  the terms of this  letter  agreement.  If the
parties  are  unable  to agree  upon such  documents,  the  transactions  shall,
nonetheless,  close on the terms set forth in this letter  agreement.  As stated
above,  O2's closing  obligations  are  conditioned  on the  employment  of Jeff
Laskowski  pursuant to the form of  agreement  attached as Exhibit D, as well as
the approval of such transaction by the Board of Directors of O2, which O2 shall
use its commercially  reasonable efforts to obtain within ten (10) business days
of the  execution of this Letter  Agreement.  If such consent of the O2 board is
not obtained  within such time period,  this letter  agreement shall be null and
void  and of no  further  force  and  effect.  CSEI's  closing  obligations  are
conditioned on the receipt of consent of its shareholders.

CSEI shall  instruct its counsel to prepare  drafts of the  Technology  Transfer
Documents  to evidence the  agreements  in this binding  letter  agreement.  The
parties agree to provide  reasonable  cooperation  to  facilitate  the foregoing
agreements,  including the provisions of certificates as to power, authority and
approvals,  if any,  or the lack of need  for any  approvals.  CSEI may  suggest
certain pre-closing changes to the foregoing agreements, including an assignment
of the eCMS  technology and related assets to a wholly-owned  subsidiary  and/or
the  transfer  to O2 or  its  wholly-owned  subsidiary  of  the  stock  of  such
subsidiary,  rather than the eCMS technology and related assets.  O2 may propose
that it assign its rights under this Agreement,  but not its  obligations,  to a
wholly-owed  subsidiary.   If  either  CSEI  or  O2  requests  such  changes  as
contemplated in this paragraph,  the other party will make reasonable effects to
accommodate  such  requests.  Nonetheless,  if such  requested  changes  are not
accepted by the other party, the agreed upon  transactions  shall proceed as set
forth herein.

Interim Consulting Agreement
----------------------------

For the period from the date of this letter  agreement to the closing date, CSEI
will  provide the  following  four (4)  individuals  on a  full-time  consulting
engagement to O2: Mark Stuart;  Jeff Laskowski;  Glen Canterbury and Will Geith.

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 8

O2 shall pay a weekly consulting fee of Ten Thousand Dollars ($10,000),  as well
as reimburse CSEI for all reasonable  out-of-pocket  travel and related expenses
on an accountable basis invoiced during the consulting period.

Confidentiality; Non-Compete
----------------------------

Except as advised by O2's  securities  counsel for  compliance  with  applicable
securities  laws,  neither  O2 nor CSEI will  make any  public  announcement  or
disclosure without prior written approval of the other party regarding the terms
of this letter agreement prior to the Closing.  Each party agrees that the terms
of their current Confidentiality  Agreement dated July 5, 2000 shall continue in
full force and effect,  as a part of this letter  agreement except for Section 7
thereof which is modified by the provisions in the Miscellaneous  section below.
Notwithstanding  the  foregoing,  each of CSEI  and O2  shall  be  permitted  to
disclose the existence of this letter  agreement under terms of  confidentiality
as  necessary  to  secure  any  necessary  approvals,  or  to  their  respective
investment bankers and/or creditors.

CSEI agrees as part of the technology  transfer,  that for a period of seven (7)
years, it will not develop,  acquire or in any other way, directly or indirectly
compete with the eCMS technology being marketed by O2 (or its assigns).

Board Representation
--------------------

CSEI and its assigns shall be entitled to elect one (1) director to the Board of
Directors  of O2  reasonably  acceptable  to O2.  Additionally,  CSEI  shall  be
entitled to  designate  one (1)  non-voting  observer to attend each O2 Board of
Directors  meeting,  which observer shall be reasonably  acceptable to O2. If O2
has  fully  and  completely  complied  with  all of its  obligations  hereunder,
including without  limitation its registration  obligations,  these rights shall
terminate  at the later of (i) the end of the  period  during  which CSEI or its
assigns are entitled to receive the post-closing consideration; or (ii) when the
shares of O2 common stock held by CSEI and its assigns constitute less than five
percent (5%) of the total number of issued and  outstanding  shares of O2 common
stock.

Miscellaneous
-------------

To the extent  that the  outstanding  O2 shares of common  stock are  exchanged,
converted, or recapitalized into any other securities of O2 or any other entity,
the measurement of and amount of the  consideration  hereunder shall be adjusted
per share of O2 common stock to be received  hereunder to reflect such exchange,
conversion  or  recapitalization.  This  provision  shall  apply  to one or more
successive exchanges, conversions or recapitalizations.

O2 shall be solely responsible for any finders fee, fees and expenses to Del Mar
Consulting,  Inc. and O2's legal counsel.  CSEI shall be solely  responsible for
any  fees and  expenses  of  Gefsky  and  Lehman,  P.C.,  Hirschler,  Fleischer,
Weinberg, Cox and Allen, P.C. and any of their affiliated entities.

Any disputes regarding this letter agreement,  including without limitation, any
disputes  regarding Losses and the right to set-off shall be resolved by binding
arbitration,   in  accordance  with  the  rules  of  the  American   Arbitration
Association.  If the dispute is taken to arbitration  by CSEI,  the  arbitration
shall be  conducted  in Los  Angeles,  California.  If the  dispute  is taken to
arbitration by O2, the arbitration shall be conducted in Richmond Virginia.  The
prevailing  party  shall be entitled to  reasonable  attorney  fees and costs of
arbitration, in the discretion of the arbitrator.
<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 9

Without  regard to its choice or conflict of law  provisions,  the parties agree
that Delaware law should apply. This agreement  constitutes the entire agreement
between the parties  hereto with respect to subject matter hereof and supersedes
all prior oral and written discussions and understandings.

If the  foregoing  accurately  sets forth our  agreement,  please sign below and
return a copy to my attention.

Sincerely,

CHANNELSPACE ENTERTAINMENT, INC.


By:

Title:

Date:


Acknowledged, Agreed and Accepted.

3D SHOPPING.COM d/b/a
O2, Essential Marketing Technologies


By:

Title:

Date:

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 10



                                    Exhibit A

                         Description of eCMS Technology
                         ------------------------------

eCMS Feature Summary
--------------------

Following is an overview of features included in each of eCMS' functional areas.

User Administration Module
--------------------------

eCMS  employs  user  roles to manage  system  users and system  access.  Via the
Administration  Module,  the system manager controls  individual user access for
both read only and  read/write  access for each of the  functional  areas of the
product.  As such, the Web based system readily supports  dispersed  workgroups,
sequential and concurrent work processes, and selective managerial review, while
maintaining customizable levels of information security.

The User Administration Module provides the flexibility to:

Add, edit and delete user  accounts as  circumstances  change.  New users can be
granted  access to the areas they require in less than five  minutes.  Likewise,
departing  employees  can be denied access to the system with  equivalent  ease.
Editing/updating  individual  user profiles for promotions,  job  responsibility
changes, relocations and other factors is also rapidly accomplished.

Add,  edit and delete user  roles.  User roles are defined by the need to access
certain tiers of information. The system administrator can customize these tiers
in whatever  groupings  he/she  desires.  Role  definition  can be as dynamic or
static as an individual  organization  requires  without the need for additional
programming by the system administrator.

Associate  users  to  roles.  Again,  this  is a  process  involving  just a few
keystrokes.  As such,  relatively static  organizations will only need to access
this module for personnel  changes,  but the system is still flexible  enough to
readily support  workgroup-oriented  organizations,  where  individual roles and
responsibilities are constantly changing.

Perform searches for users.  System  administrators use the internal search tool
of the  Administration  Module  to  quickly  access  any  of the  aforementioned
components,  to see all associations at a glance,  and to update the listings as
required without exiting to a separate screen.

Content Module
--------------

The central  functional tool of eCMS is the Content  Module.  The Content Module
manages  multiple  databases of information,  both for the display of individual
items or elements,  and for the  combination of multiple  elements into a single
"package" for display  within a given window of time.  Within the system,  these
are referred to as classifications and content packages respectively. Here is an
explanation of both:

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 11

Classification - A classification is any piece of information not bound by time.
Some examples of  classifications  are articles,  store items,  broadcast  items
(both audio and video),  database  entries (such as dealer  listings,  reference
listings,  related  auctions,  related  websites,  literally  whatever  type  of
databases users want to  incorporate),  user defined searches and much more. Any
producer,  or external  user if desired,  can use a search to find all  relevant
classifications for a given topic in a matter of seconds.

Content  Package - A content  package is a  specially  created  presentation  of
multiple,  related  classifications,  which  also  has a  specific  location  or
locations to appear on the site,  as well as start and end run dates  associated
with it.  Producers  can  create a feature  package  on any topic and  associate
multiple  related  classifications  to it,  being  limited  only by the depth of
content  resources  one has in the various  classifications.  As an example,  an
article on  Superman  might run with links to  associated  video from the old TV
series streaming on the server,  to an audio interview with  Christopher  Reeves
that is  archived  on the  server,  to  multiple  Superman  items that users can
purchase (both from internal store vendors and external  affiliate  vendors,  if
desired), to a pull quote from an internal or external message board, to related
auctions  of  superman  items on internal  or  external  affiliate  sites,  to a
slideshow  of  related  pictures,  to an  interactive  poll on who was the  best
Superman, even to quizzes or contests. Finally, the package can be set to appear
on the site in a specific location for a specific period of time  automatically.
Subsequently,  if desired,  users may still access these types of packages after
their initial run via a search engine function.

The  flexibility  afforded by the Content  Module of eCMS  provides  webmasters,
producers and/or editors unlimited  control in melding commerce and content,  in
showcasing  and  cross-promoting  various  areas  of the  site,  and in  driving
multiple  page  views/impressions  from a single  article on a given  topic in a
fashion  that  is  both  contextual  and  synergistic.   Specific  functionality
includes, among other things, the ability to:

Add, edit and delete  classifications,  allowing for easy management of multiple
databases of varied types of information/content resources

Associate classifications to content packages

Add, edit and delete content packages

Add, edit and delete a run date/location for packages

Perform content searches

Manage both internal and user submitted database  entries/resource  listings for
display on a Web site

Customize the layout of Feature Packages

Activate and de-activate content

Break associations between content without deleting the content from the system

Create associated slideshows, polls, quizzes and contests


<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 12

Create linked "teases" to any area of the site

Develop  and  publish  a  Program  Grid  for  24  hour  automated  streaming  of
audiovisual  assets via a Broadcast  Playlist.  The Broadcast Playlist is a tool
that allows the production  staff to create a playlist text file that is used by
the G2 servers  for playing  video in a  pre-ordained  sequence,  or at specific
times in support of special events in addition to on-demand streaming,  which is
always available.

Ad Manager Module
-----------------

The  Ad  Manager  Module  governs  the  display,   rotation  and  administrative
management of both in house and externally provided client advertising including
multiple sizes of static and rotating banner ads, buttons,  bars and text links,
as well  as  unlinked  image-based  advertisements  for  clients  without  a Web
presence. There are six different basic ad types. These are:

IMG - A clickable image
-----------------------

TEXT - A text-only ad

HTML - An ad that accepts HTML or DHTML code

NOCLICKING - An image that cannot be clicked upon

NETSHOW - Streaming video that can be clicked

ENLIVEN - Ad that uses Enliven technology.

The Ad Manager Module also includes the ability to:

Add,  edit and delete  client  listings for easy  management  and display of all
contact information and contractual obligations.

Add,  edit and delete  campaigns.  This is the  organizational  component  of Ad
Manager for a given sequence of advertisements.  In simpler terms, a campaign is
the "house" where multiple  campaign  items reside.  Campaigns must have clearly
defined start and end dates.

Add, edit and delete campaign items.  This is the primary unit of Ad Manager.  A
campaign item is an individual advertisement and placement combination.

Specify the type of run. This defines  whether the item is a paid  advertisement
or a house  ad.  By  default,  paid ads take  precedence  over  house ads in the
rotation. Define ad request parameters to manage delivery. One can manage by the
number of times an item is displayed (by impressions) or the number of items the
item is clicked (by click through) as required by the contract  associated  with
each particular vendor.

Set exposure  limits for individual  users.  This parameter  governs the maximum
number of times an item can be displayed to the site user. This filter precludes

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 13

inundating individual users with the same advertisement repeatedly. The settings
are None, so no filtering occurs, or numerical limits from one to three.

Specify the location(s) where an ad will appear. These are defined by the design
of the site itself,  the sizes of the ads that run in those  locations,  and the
type of ad it is, whether a banner,  button,  etc. The system comes with several
pre-sets,  which can be used,  modified or added to in reflection of each site's
design considerations.

Generate reports for ad performance  including impressions served, click through
rate achieved, revenue realized and so forth.

Store Module
------------

The Store  Module  manages  the  input and  modification  of store  vendors  and
products for a particular  Web site,  as well as all reporting  associated  with
those  vendors.  The system is capable of supporting  in-store  vendors,  framed
external stores and affiliate  relationships.  The application also supports the
cross  promotion  of one product to  another,  regardless  of source.  The Store
Module provides the flexibility to:

Add, modify and delete vendors

Deactivate a vendor so that a vendor and its products do not display on the
Web site

Perform a vendor search

Add modify, and delete a product

Deactivate a product so that it does not display on the Web site

Perform a product search

Add, display (details and list), modify and delete a cross-promotion

Modify the category to which a product is assigned

Allow vendors to find orders for their products for fulfillment

Create  a  report  for  accounting  to  track  revenues   associated  with  each
transaction or series of transactions relative to a given vendor.

Auctions Module
---------------

The Auctions Module controls the management of auctions placed by the company on
external  auction  sites like  Yahoo,  determines  which will appear on internal
sites for promotional or other purposes,  and provides a full suite of reporting
functions for active, completed and ineffective auctions.


<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 14

Customer Service Module
-----------------------

The Customer  Service Module  provides the tools for a Customer Care  Specialist
(CCS) to respond to questions from our  registered  visitors to the Web site. It
has the flexibility to:

View a visitor's registration information, appraisal requests, store orders, and
store shopping cart items

Enable  CCS  representatives  to  add  comments  about  an  interaction  with  a
registered visitor

Activate or de-activate a visitor account

Black list a visitor account

Search for visitors

Search service orders

Search for store orders

List all service orders for a visitor

List all shopping cart items for a visitor

List all store orders for a visitor

List all CCS representative comments for a visitor

Display the details of a visitor service request and response

Display the details of a visitor store order.

Billable Services Module
------------------------

This example uses  CollectingChannel's  "eValueNet"  appraisal service,  but the
module could address any type of billable service.  The Billable Services Module
consists of three areas. Here is an explanation for each:

eValueNet - Appraiser:  Our  appraisers use this area to appraise items in their
assigned  category(s)  and send the  finished  appraisal to the  customer.  This
system tracks the appraisals and has the ability to change the appraisal request
status as well as edit all appraisals.

eValueNet - Manager:  This module provides the Appraisal  Manager the ability to
track the appraisals  through the appraisal  process.  The Manager area provides
the  ability  to modify  the  category  for an  appraisal  request,  change  the
appraisal request status and edit all appraisals.

eValueNet - Accounting:  This area provides the Accounting group the flexibility
to perform searches on appraisals  based on key criteria like appraisal  status,

<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 15

file name,  appraisal date and  additional  search  criteria.  Within the search
results,  the  CyberCash  Order ID is  displayed.  This  number is used to cross
reference the appraisal in the CyberCash system for billing purposes.

Additionally,  the Affiliate  listing  function  provides for the  management of
contact  information  on all  eValueNet  affiliates,  and the  Appraisal  Report
function  tracks  affiliate  referrals which resulted in sales and allocates the
revenue associated with each for accounting purposes.



<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 16


                                    EXHIBIT B
                                    ---------


                Copy of July 13, 2000 Presentation by CSEI to O2
                ------------------------------------------------




<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 17




                                    EXHIBIT C
                                    ---------

                      Computer Equipment and Related Assets
                      -------------------------------------


A)       Server Specifications:

         1)       Dell PowerEdge 2300 2xPIII-450-256K  5x9.1G drives
                  Serial #1H5D3

         2)       Dell PowerEdge 2300 2xPIII-450-256K  5x9.1G drives
                  Serial #1H5D5

         3)       Dell PowerEdge 2300 2xPIII-450-512K 6x9.1G drives
                  Serial #1H5CB

B)       Workstation Specifications:

         1)       Dell Optiplex GX1p PIII-500-256K
                  Serial #5D7YE

         2)       Dell Optiplex GX1p PIII-500-256K
                  Serial #5D7WE

         3)       Dell Optiplex GX1p PIII-500-256K
                  Serial #5D7YX







<PAGE>
Terry Gourley, Chief Executive Officer
O2, Essential Marketing Technologies
September 12, 2000
Page 18


                                   EXHIBIT D
                                   ---------

                      Employment Letter for Jeff Laskowski
                      ------------------------------------



                                 TO BE ATTACHED