PROMISSORY NOTE
                                 ---------------

$50,000.00                                                               6/23/00

For value received,  the undersigned Gregory Hartwell  ("Borrower")  promises to
pay to the order of  3Dshopping.com  ("Lender"),  at 308  Washington  Boulevard,
Marina  del  Rey,  California,  90292  (or at such  other  place as  Lender  may
designate in writing), the sum of $50,000.00, with interest from the date hereof
on the unpaid  principal  at the rate of 10.00%  annually.  Reference is made to
that certain Consultant Employment Agreement  ("Consultant  Agreement") dated as
of March 1, 2000, which may forgive some or all of the amounts payable to Lender
under this Note, as and if applicable.

1. REPAYMENT DATE: The unpaid principal and accrued interest shall be payable on
the date  which  is  either:  six (6)  months  from  the date of the  Consultant
Agreement  if Net Sales  (as  defined  in the  Consultant  Agreement)  are below
$200,000 by such 6-month date; or one (1) year from the date hereof if Net Sales
(as defined in the Consultant Agreement) meet or exceed $200,000 by such 6-month
date ("Loan Payment Date").

2. PREPAYMENT/PAYMENT TERMS: Borrower may prepay this Note (in whole or in part)
prior to the due date with no  prepayment  penalty.  All  payments  on this Note
shall be  applied  first in payment of accrued  interest  and any  remainder  in
payment of principal.  If any payment  obligation under this Note is not paid by
the Loan  Payment  Date,  Borrower  promises  to pay all  costs  of  collection,
including  reasonable  attorney  fees,  whether or not a lawsuit is commenced as
part of the collection  process.  All payments of principal and interest on this
Note shall be paid in the legal currency of the United States.  Borrower  waives
presentment for payment,  protest,  and notice of protest and nonpayment of this
Note.

3. LOAN SECURITY:  This Note is secured by a Security Agreement dated as of even
date herewith.  Lender is not required to rely on the above security  instrument
and the  assets  secured  therein  for the  payment  of this Note in the case of
default, but may proceed directly against the Borrower.

4. DEFAULT:  If any of the following events of default occur,  this Note and any
other obligations of the Lender,
shall become due immediately, without demand or notice:

     1)   the  failure of the  Borrower  to pay the  principal  and any  accrued
          interest in full on or before the Due Date;

     2)   the death of the Borrower;

     3)   the filing of  bankruptcy  proceedings  involving  the  Borrower  as a
          Debtor;

     4)   the application for appointment of a receiver for the Borrower;

     5)   the making of a general  assignment  for the benefit of the Borrower's
          creditors;

     6)   the insolvency of the Borrower; and

     7)   the misrepresentation by the Borrower to the Lender for the purpose of
          obtaining or extending credit.

In  addition,  the  Borrower  shall be in default if there is a sale,  transfer,
assignment,  or any other  disposition of any assets pledged as security for the
payment of this Note, or if there is a default in any security  agreement  which
secures this Note.


<PAGE>

5.  SEVERABILITY:  If any  one or  more  of the  provisions  of  this  Note  are
determined  to be  unenforceable,  in  whole  or in part,  for any  reason,  the
remaining provisions shall remain fully operative.

6. NO WAIVER: No renewal or extension of this Note, delay in enforcing any right
of the Lender  under this Note,  or  assignment  by  Borrower of this Note shall
affect the liability of the  Borrower.  All rights of Lender under this Note are
cumulative  and may be  exercised  concurrently  or  consecutively  at  Lender's
option.

7.  APPLICABLE  LAW: This Note shall be construed in accordance with the laws of
the State of California.



ACCEPTED AND AGREED:


GREGORY HARTWELL             ("Borrower")



By
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                 Date


3DSHOPPING.COM               ("Lender")


By
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  Its            Date