3Dshopping.com
                               517 Bocaccio Avenue
                            Venice, California 90291

                                  July 2, 1999



C. Michael Mellin
2939 Surfrider Avenue
Ventura CA  93001

Re: Employment

Dear Mike:

     I confirm with pleasure our recent discussions with respect to your
employment as Vice President, Technology Operations and Chief Technology Officer
of 3Dshopping.com ("3D"). As we discussed, you have a commitment to your current
employer that you expect to occupy the majority of your time over the next
thirty days. During that period, you are available on an hourly basis to advise
management of 3D with respect to various matters relating to web site business
and operations. Starting no later that July 15, you expect to be available on a
full-time basis. Based on our discussions, I propose the following arrangements:

1.   Subject to confirmation by our Chief Executive Officer, Lawrence Weisdorn,
     and completion of our background check and following the successful
     offering of 3D common stock presently contemplated, you agree to be
     employed and to serve as 3D's Vice President, Technology Operations and
     Chief Technology Officer and 3D agrees to employ you in that capacity
     beginning as soon as practicable after completion of your current
     commitment but, in any event, not later than July 15, 1999. In that
     capacity, you will report to me as President, and to Lawrence Weisdorn as
     Chief Executive Officer. Your initial employment term will be for a period
     of one year. In the event that you are terminated, other than for cause,
     prior to expiration of such period, you will be entitled to severance
     payments upon early termination equal to your base compensation for the
     balance of the term, but in no event less than three months; such severance
     payments to be made at such times as they would have been made had you
     remained employed by 3D and to be subject to your execution of a release of
     claims in a form satisfactory to 3D.

2.   You will receive cash compensation at the rate of $200,000 per annum from
     the date of your full time employment and will be eligible for such bonuses
     and other forms of supplemental compensation as may from time to time be
     approved by the CEO and/or the Board of Directors. Your rate of
     compensation will be subject to review by the

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     Board of Directors not less than annually in connection with the annual
     review of officer compensation generally.

3.   You will be granted options to purchase up to 100,000 shares of 3D common
     stock at the time of the company's offering. The options would be issued
     under 3D's Stock Incentive Plan and would have a ten year term (subject to
     the limitations described below); the options would vest as follows: 10,000
     shares upon commencement of full time employment; and 22,500 shares at each
     of July 15, 2000; July 15, 2001; July 15, 2002; and July 15, 2003. The
     options would be intended to qualify as Incentive Stock Options under the
     Internal Revenue Code of 1986, as amended. Upon termination of employment,
     vested options would remain exercisable 60 days and unvested options would
     expire. Vesting of options would accelerate in the event of the
     consummation of any merger, sale of stock or sale of all or substantially
     all of the business of 3D involving a change in control of the 3D business.
     The option exercise price would be equal to the fair market value of the
     common stock on the date of the grant (July 2, 1999). 3Dshopping.com
     expects to file a registration statement on Form S-8 with respect to the
     stock issuable on exercise of incentive stock options.

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

5.   Commencing as of the date of your acceptance of this letter and until the
     commencement of your full-time employment, as described above, you agree to
     be employed on a part-time basis as follows: you will perform at the
     direction of management such functions related to technology matters as you
     and management shall agree. The extent of your duties will be determined by
     agreement between you and management from time to time but you shall not be
     required to provide more than ten hours of service in any week. You shall
     be compensated for such services at the rate of $100/hr. and shall be
     reimbursed for out of pocket expenses reasonably incurred by you in
     connection with assigned work. You agree that, in performing such services,
     you will act as an employee of 3D, subject to the direction of management
     of 3D, and that your compensation will be subject to withholding for tax
     purposes.

6.   In connection with your employment with 3D, you agree to execute and be
     bound by 3D's customary agreements relating to nondisclosure,
     nonsolicitation and inventions.

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     We are delighted to be able to offer you the position described above and
look forward to an exciting and productive relationship. If you are in agreement
with the foregoing, please execute a copy of this letter in the space provided
and return it to me. This offer of employment is void if not accepted by you on
or before the close of business on June 15, 1999.

                                       Very truly yours,

                                       ROBERT J. VITAMANTE

                                       Robert J. Vitamante


Accepted this ____ day of _________________, 1999.



C. MICHAEL MELLIN
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C. Michael Mellin