INDEPENDENT CONTRACTOR/REFERRAL AGREEMENT
                    -----------------------------------------
             3Dshopping.com Extreme Sports Division - (Alex Gayner)
             --------------------------------------

Independent  Contractor/Referral  Agreement  ("Agreement")  dated as of July 14,
2000, between 3Dshopping.com,  a California corporation ("3D"), and Alex Gayner,
an individual  who resides in the State of California  ("Gayner),  in connection
with Gayner's  assistance and  participation in the  development,  promotion and
marketing (the "Services") of 3DXSports,  a new division of 3D (the "Division").
3D and Gayner are hereinafter referred to collectively as the "Parties".

3D, a developer and distributor of 3-D Internet  e-commerce  display  technology
("3D's  Business"),  is the  owner  of  certain  proprietary  software,  virtual
rotations,  panoramas,  certain  detail  enhancers  and  interactive  technology
(collectively,  "Proprietary  Technology") that is utilized and displayed on its
Web sites on the World Wide Web ("WWW") portion of the Internet; and Gayner is a
feature film director and referrer of business to 3D.

NOW, THEREFORE, in consideration of the promises and covenants recited below, it
is hereby agreed by and between 3D and Gayner as follows:

1. DEFINITIONS:
   -----------

    (a)  "  Marketing/Promotion  Gross  Sales"  means the  revenues  billed  and
         actually  collected from third parties such as, sponsors,  advertisers,
         participants  and the like (other than in connection  with retail sales
         or as otherwise covered by Paragraphs 1.(b) - (d) below), by 3D for the
         Division,  net of all applicable discounts,  returns and credits in the
         ordinary course of business,  collection costs, and sales, use or other
         similar taxes.

    (b)  "3DXSports   Gross  Sales"  means  the  revenues  billed  and  actually
         collected  from sales  generated by  3DXSports",  net of all applicable
         discounts,  returns and  credits in the  ordinary  course of  business,
         collection costs, and sales, use or other similar taxes.

    (c)  "Truth Soul Armor Gross Sales"  means the revenues  billed and actually
         collected  from sales  generated by the Truth Soul Parties' (as defined
         below) web site, net of all applicable  discounts,  returns and credits
         in the ordinary course of business, collection costs, and sales, use or
         other similar taxes.

    (d)  "Christian  Youth Database  Gross Sales" means the revenues  billed and
         actually collected from sales generated by the Parties web site, net of
         all applicable discounts, returns and credits in the ordinary course of
         business, collection costs, and sales, use or other similar taxes.

    (e)  "3D  Works"  means  any 3D  Proprietary  Works  or other  materials  or
         information or portions thereof provided by 3D to Gayner in furtherance
         of the  development of Division or any trademark or trade name of 3D or
         any related entity.

    (f)  3D Proprietary Works" means any 3D Works,  including but not limited to
         the Proprietary Technology, any design for the Division, trademarks and
         trade names.
                                       1
<PAGE>

    (g)  "Term"  means the term of the  Agreement  which shall begin on the date
         hereof and continue on an as long as the Division  derives revenue from
         Gayner Referrals.

    (h)  "Territory" shall mean the world.

    (i)  "Gayner  Referrals"  means the  potential  or actual  revenue-producing
         persons or entities referred to 3D by Gayner hereunder.

2.  INDEPENDENT  CONTRACTOR/NO  PARTNERSHIP OR AGENCY:  Gayner is an independent
    --------------------------------------------------
contractor  and not 3D's  employee  or agent.  Gayner will not have (nor will he
hold  himself  out  as  having)  any  authority  to:  make  any   agreements  or
representations  on 3D's  behalf,  or to hold  himself out to be 3D's  employee,
agent, or servant.  Gayner is not entitled to any  compensation for his Services
except as provided  herein.  Gayner,  and not 3D, will be responsible for, among
other things,  payment of his workers'  compensation,  disability benefits,  and
unemployment  insurance,  and for withholding  income taxes and social security.
Gayner  will not be entitled to receive  any  benefits  provided by 3D.  Nothing
contained  herein will be  construed  to  constitute  the parties as partners or
joint venturers or constitute  either party as agent of the other,  nor will any
similar relationship be deemed to exist between them.

3.  RESPONSIBILITIES:  Gayner  shall use his best efforts to develop a marketing
    -----------------
alliance  between  Truth Soul  Armor,  LLC ("Soul  Armor"),  a Michigan  limited
liability company,  Truth Builders,  LLC ("Truth"), a Michigan limited liability
company (collectively referred to as the "Truth Soul Parties"), and the Division
for marketing and  promoting the feature film "Extreme  Days" on the  Division's
web site.  Specifically,  Gayner  shall:  (i)  provide 3D access to exploit  and
participate  in any and all of the  Truth  Parties  actual  and  potential  Film
marketing  initiatives  and  strategies in order to translate or modify them for
exploitation  on the WWW;  (ii)  provide 3D with  unlimited  access to the Truth
Parties  Christian youth database;  and (iii) provide 3D with  behind-the-scenes
footage  ("BTS  Footage")  together with all  exploitation  rights  thereto,  as
follows:  three 20-30 second BTS Footage  promotional clips for each of the five
extreme sports  categories (for a total of 15 clips).  A copy of the signed Deal
Memo dated as of May 16, 2000, between 3D and the Truth Soul Parties is attached
hereto as Exhibit "B".

4. 3D TRADEMARKS/SERVICE  MARKS: This Agreement is specifically conditioned upon
   -----------------------------
Gayner's full  observance and  performance of 3D's  instructions  regarding 3D's
trademark/service mark protection.

5.  CONFIDENTIALITY:   Gayner will sign  a   Non-Disclosure  Agreement  in  3D's
    ---------------
usual form  attached  hereto as Exhibit "A".

6.  CASH COMPENSATION/EXPENSE REIMBURSEMENT:
    ---------------------------------------
      (a) Advance on Commissions:  Gayner shall  immediately  receive an advance
      against  future  Commission  of  $30,000  ("Advance").  To the  extent any
      portion of the Advance exceeds  Gayner's  Commissions  earned in any given
      period,  such excess  amounts shall be  perpetually  credited  against all
      Gayner's future  Commissions until such Commissions  earned are sufficient
      to cover the Advance.
                                       2
<PAGE>

      (b) Commission:
          ----------

         a.   Rate:  During  the  Term of this  Agreement,  in  connection  with
              revenues  to  the   Division  of  3D   directly   resulting  from
              Gayner's business efforts, 3D shall pay Gayner the following sales
              commissions ("Commissions"):

               1.   5%  of   Marketing/Promotion   Gross  Sales  as  defined  in
                    Paragraph 1. (a);
               2.   2% of 3DXSports Gross Sales as defined in Paragraph 1. (b);
               3.   2% of Christian Youth Gross Sales as defined in Paragraph 1.
                    (c); and
               4.   1% of Truth Soul Armor Gross  Sales as defined in  Paragraph
                    1. (d).

              The  applicable  sales  revenues  shall be  credited  to  Gayner's
              account for  Commission  purposes in the same manner in which such
              sales are accounted  for by 3D (i.e.,  Gayner shall be entitled to
              the Commission rate  corresponding to the particular account which
              is credited by 3D as having earned the relevant revenues).

         b.   Statements:  3D will compute Gayner's Commission, if any, at least
              four (4) times per year, at the end of each  calendar  quarter (at
              3D's election,  it may opt to provide  Commission  Statement(s) to
              Gayner on a monthly basis). Within thirty (30) days after the last
              day of a calendar  quarter  (or  month,  as  applicable),  3D will
              provide   Gayner   with  a  statement   ("Commission   Statement")
              indicating  the  Commissions  due Gayner,  if any,  less:  (i) any
              amounts 3D sets off based upon the Advance  amounts  paid by 3D to
              Gayner  hereunder;  and (ii) any amounts 3D sets off based upon an
              obligation  or  liability  of  Gayner  to 3D  arising  under  this
              Agreement or any other agreement between the Parties.  3D shall be
              relieved of its  obligations  under this Paragraph if Gayner is in
              material breach of any of its obligations under this Agreement.

         c.   During the term of the Agreement, after reasonable prior notice to
              3D and not more often than once  annually,  Gayner  shall have the
              right,  through his  representatives  and accountants,  at his own
              cost,  during normal  business hours of 3D, to audit the books and
              accounts of the  Division as those  books and  accounts  relate to
              sales generated by Gayner hereunder.

7.  WARRANTIES AND REPRESENTATIONS:
    ------------------------------
    (a)  Gayner:  Gayner  warrants  and  represents  to 3D that:  (i) he has the
         right,  power and authority to enter into this Agreement,  and to fully
         perform  all  of  its   obligations   hereunder,   including,   without
         limitation,  the  Services;  (ii) he has not entered  into any separate
         agreement or arrangement with any third party that is inconsistent with
         any of the rights herein  granted to 3D; and (iii) he will not,  during
         the Term of this Agreement or at any time thereafter,  attack, dispute,
         or contest,  directly or indirectly,  3D's exclusive right and title to
         the 3D  Proprietary  Works  or the 3D  Works  or the  validity  of 3D's
         trademarks,  service  marks or patents,  nor will Gayner  assist or aid
         others to do so.


                                       3
<PAGE>

    (b)  3D: 3D  warrants  and  represents  to Gayner  that 3D has the right and
         authority  to enter  into and  perform  -- its  obligations  under this
         Agreement.

8.  INDEMNIFICATION:
    ---------------
    (a)  By 3D: 3D shall  indemnify,  defend and hold Gayner  harmless  from any
         claims,   demands,   liabilities,   losses,   damages,   judgments   or
         settlements,  including  all  reasonable  costs  and  expenses  related
         thereto  including  attorneys' fees,  directly or indirectly  resulting
         from any claimed breach of warranty, 3D Works malfunction or defect, or
         infringement or violation of any patent or other intellectual  property
         right with respect to the 3D Works, so long as the 3D Works are used in
         accordance with the  documentation and  specifications  provided by 3D,
         and Gayner has adhered to its obligations under this Agreement.


    (b)  By Gayner: Gayner shall indemnify,  defend and hold harmless 3D and its
         owners,  proprietors,   officers,   shareholders,   directors,  agents,
         employees,  affiliates  and  subsidiaries,  and  successors in interest
         thereto,  from and  against  any action,  claim,  demand or  liability,
         including  reasonable  attorney's  fees  and  costs,  arising  from  or
         relating to: (i) Gayner's breach of this Agreement; (ii) the negligence
         or  willful  misconduct  of  Gayner;  and (iii) any  claimed  breach of
         warranty hereunder.

    (c)  Conditions:  Notwithstanding  the foregoing,  the indemnifying party is
         under no  obligation to indemnify  ----------  and hold the other party
         harmless unless:  (i) the  indemnifying  party shall have been promptly
         notified of the suit or claim by the indemnified party and furnished by
         the  indemnified  party  with a copy of each  communication,  notice or
         other action relating to said claim; (ii) the indemnifying  party shall
         have the  right to  assume  sole  authority  to  conduct  the  trial or
         settlement  of such claim or any  negotiations  related  thereto at the
         party's own  expense;  and (iii) the  indemnified  party shall  provide
         reasonable  information  and assistance  requested by the  indemnifying
         party in connection with such claim or suit.

9.  FORCE  MAJEURE:  Neither  party  will be liable  for any delay or failure to
    ---------------
perform  under this  Agreement if and to the extent such  failure is  reasonably
beyond the control and without  the fault or  negligence  of the party  claiming
excusable  delay.  The party claiming  excusable  delay must promptly notify the
other party of such delay. If the delay continues for more than thirty (30) days
and involves a material  obligation,  the party not claiming excusable delay may
terminate this Agreement by giving fourteen (14) calendar days written notice to
the other party;  provided  that the  Agreement  will not terminate if the party
claiming  excusable delay  substantially  performs the obligation which has been
delayed within fourteen (14) days after receipt of notice of such termination.

10.  NOTICES/PAYMENTS:  All  notices  will be in writing  and will be  delivered
     ----------------
personally  or sent by  confirmed facsimile  transmission,  overnight  letter or
United States  certified mail,   proper  postage  prepaid.  Notices and payments
hereunder shall be directed as follows:

        To 3D:                                            To Gayner:
        -----                                             ---------
        3Dshopping.com                                    Alex Gayner
        308 Washington Boulevard                          15200 Encanto
        Marina del Rey, CA 90292                          Sherman Oaks, CA 91403
        Attn: Legal Department (Notices)                  SS# ###-##-####
        Finance Department (Payments)
        Fax:  (310) 301-6730                              Fax:  (818) 7882467


                                       4
<PAGE>

11.  CHOICE  OF LAW:  This  Agreement  has  been  entered  into in the  State of
     ---------------
California and will be governed by those laws thereof without regard to conflict
of laws  principles.  Any disputes which arise under this Agreement,  even after
the  termination of this Agreement,  that cannot be resolved  through good faith
discussions,  will be heard only in the State or Federal  courts  located in the
City of Los Angeles, State of California,  and Gayner expressly agrees to submit
itself to the jurisdiction of the foregoing courts.

12.  WAIVER:  A failure of either  party to  exercise  any right  provided  for
     ------
herein  shall not be deemed to be awaiver of any right hereunder.

13. SEVERABILITY:  Whenever possible,  each provision of this Agreement shall be
    -------------
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this  Agreement  shall be  prohibited  or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity  without  invalidating the remainder of such provision
or the remaining provisions of this Agreement.  Any unenforceable provision will
be  replaced  by a mutually  acceptable  provision  which  comes  closest to the
intention of the Parties at the time the original provision was agreed upon.

14.  ACTIONS/RECOVERY  OF COSTS:  In the  event of the  bringing  of any  action
     ---------------------------
arising out of or relating to this Agreement,  then the party in whose favor the
final  judgment or award shall be entered  shall be entitled to have and recover
from the other party the costs and expenses incurred in connection therewith, in
addition to its reasonable attorneys' fees, at all trial and appellate levels.

15.  SURVIVAL:  The following  Paragraphs  shall  survive  termination  of  this
     --------
Agreement:  3., 5., 8., 9, and 11-17.

16.  CESSATION OF USE: Upon the  termination or expiration of this Agreement for
     -----------------
any reason, Gayner will immediately discontinue the use of the 3D Works and will
not again use them in any manner  whatsoever  or hold out to others  that it has
the rights therein granted  hereunder.  Gayner  acknowledges that its failure to
act or refrain  from acting in  accordance  with this  paragraph  will result in
immediate irreparable damage to 3D and to the rights of any subsequent licensee,
that  there is no  adequate  remedy at law for such  failure  and that 3D or any
subsequent  licensee will be entitled to equitable  relief by way of injunction,
in addition to such further relief a court may deem just and proper.


17.  ASSIGNMENT:  This  Agreement is personal to Gayner and is not assignable by
     -----------
Gayner  without the express  written  consent of 3D. Any attempted  unauthorized
assignment  by  Gayner  will be null  and void  and 3D will  have  the  right to
immediately  terminate  this  Agreement  in  addition  to all other  rights  and
remedies  it may obtain  due to  Gayner's  breach.  3D may  assign  this  entire
Agreement to a subsidiary  or  affiliate  of 3D,  provided 3D shall  continue to
remain  primarily  responsible  for its obligations  under this Agreement.  This
Agreement  will inure to the benefit of and be binding upon the  parties,  their
successors and assigns.
                                       5
<PAGE>

18.  ENTIRE  AGREEMENT:  This  Agreement,  together  with  Exhibits  "A" and "B"
     -----------------
attached hereto and by this reference made a part hereof,  sets forth the entire
agreement  between the Parties in connection  with the subject matter hereof and
incorporates,  replaces,  and supersedes  all prior oral or written  agreements,
promises,  proposals,  representations,  understandings and negotiations between
the  Parties.  No  modification,  amendment,  supplement  to or  waiver  of  any
provision of this Agreement shall be binding upon the Parties hereto unless made
in writing and duly signed by both Parties.


ACCEPTED AND AGREED:


3DSHOPPING.COM    ("3D")                    ALEX GAYNER  ("GAYNER")


By ____________________________             By_________________________
Terry L. Gourley  Alex Gayner

Title: Chief Executive Officer


                                       6