AMENDMENT NO. 1 TO CONSULTANT EMPLOYMENT/ENGAGEMENT AGREEMENT
          -------------------------------------------------------------
               (Communication Options, LLC f/s/o Gregory Hartwell)

Amendment  No.  1  ("Amendment")  dated  as  of  June  5,  2000,  to  Consultant
Employment/Engagement Agreement ("Agreement") dated as of March 1, 2000, between
3Dshopping.com  ("Company") and Communication Options, LLC ("COL"), a California
corporation, f/s/o Gregory Hartwell ("Hartwell") (collectively, "Consultant") in
connection with Consultant's  provision of marketing support consulting services
to Company  ("Services") to develop  Company's  merchandising  display  division
("Division"),  which  Division  shall  be  known as  "Communication  Options,  a
division of 3Dshopping.com".

Company  has  agreed to amend  the  Agreement  as a  one-time  accommodation  to
Consultant,  subject to the  understanding  and condition that  Consultant  will
cease  attempts to  renegotiate  the Agreement  during the Term (i.e.,  one year
commencing  on March 1, 2000).  This  Amendment is intended to cover any and all
activities  of  Consultant  in  connection  with its  relationship  to  Company,
including  any such  activities  which might be construed to fall outside of the
Agreement under a literal construction thereof.

The  Agreement  shall be amended  only as follows.  In all other  respects,  the
Agreement shall remain in full force and effect:

I.   TWO DIFFERENT COMMISSION  STRUCTURES/FULL  COMMISSION VERSUS OVERRIDE:  The
     following new subparagraphs  shall be inserted between  subparagraph  3.(b)
     and 3.(c):

     a.   Full 7.5%  Commission:  Division shall receive the Commission  rate as
          provided in Paragraph 3.(b) of the Agreement (i.e.,  7.5% of Net Sales
          (as defined in the Agreement). If Consultant is "actively servicing" a
          given client (i.e, Consultant is personally developing and negotiating
          with the client and is generating  the related  paperwork  customarily
          required by Company of its sales staff), then Consultant shall receive
          the 7.5% Commission directly.

     b.   Commission  Override  Only: If Consultant is not actively  servicing a
          given client himself,  then Division shall pay out some portion of the
          Commission to those sales person(s) within the Division or Company, as
          applicable, directly responsible for such client servicing. Such sales
          person(s) shall be paid his, her or their sales commission(s) entirely
          out of Division's Commission, and Consultant shall effectively receive
          the difference  between the  Division's  Commission and the commission
          paid to such sales person(s) as an override thereon.

II.  RE-PRICING OF EXISTING  STOCK OPTIONS:  The following  shall be inserted at
     the end of Subparagraph 3.(c).a.:

          Notwithstanding anything to the contrary set forth in the Agreement or
          herein,  the  Options  shall  instead  be priced at the same price per
          share as the Kicker Option (as defined  below) if Yahoo's news release
          regarding its relationship with Company  ("Release") occurs within the
          next 90 days (i.e.,  by  September  3, 2000);  otherwise,  the Options
          shall remain priced as originally set forth in the Agreement.

III. SECOND   $50,000   ADVANCE   ACCELERATED/FORGIVENESS:   The  following  new
     subparagraph 3.(e).e shall be added:

          Upon the Release, if ever, Consultant shall immediately be entitled to
          receive the second $50,000 Advance  ("Second  Advance")  referenced in
          Paragraph  3.(e).c  of the  Agreement  (i.e.,  Consultant  will not be
          required to wait until Consultant  achieves  $300,000 in Net Sales for
          the  Second  Advance).  Following  the  Release,  Company's  Board  of
          Directors may, in its sole discretion, elect to forgive some or all of
          the first $50,000  Advance and/or the Second Advance.  Otherwise,  the
          Advance Forgiveness procedure as provided in Paragraph 3.(e).b. of the
          Agreement (i.e., $5,000 forgiven for each $100,000 in Net Sales) shall
          apply to the Second Advance.


                                      1
<PAGE>

IV.  1-TIME "KICKER" STOCK OPTION: The following new subparagraph 3.(f) shall be
     added:

          On a one-time  basis only,  subject to approval by Company's  Board of
          Directors,  Consultant  shall  receive  an option to  purchase  20,000
          shares of Company  common  stock  ("Kicker  Option")  at a price which
          shall be determined by (and equal to) the closing price of the Company
          common  stock on the  American  Stock  Exchange  the night  before the
          Release.  The Kicker  Option  shall vest in its entirety on the day of
          the Release,  if ever. If the Release fails to occur within 90 days of
          the date of this  Amendment  (i.e.,  by September  3, 2000),  then the
          Kicker  Option will  expire.  All other  terms  relating to the Kicker
          Option shall be as provided in the Stock Option Agreement (Exhibit "A"
          to the Agreement).

ACCEPTED AND AGREED:

COMMUNICATION OPTIONS, LLC
f/s/o GREG HARTWELL                                           3DSHOPPING.COM


By                                      By
   -------------------------               -------------------------
    Title                Date              Title               Date


By signing  below,  Hartwell  acknowledges  that he has read this  Agreement and
confirms all grants, representations,  warranties and agreements made by COL and
agrees to perform the services  provided for herein in accordance with the terms
and  provisions  hereof and, if Hartwell fails to do so,  Hartwell  acknowledges
that Company shall have the same rights and remedies against Hartwell as Company
has  against  COL.  Hartwell  shall  look  solely  to COL for  any  compensation
hereunder and, if Hartwell's  employment  agreement with COL becomes ineffective
or if COL ceases to exist, then Hartwell,  at Company's election,  may be deemed
substituted as a direct party in lieu of COL.


GREG HARTWELL

By
   -------------------------
                      Date