MUTUAL GENERAL RELEASE - (Robert J. Vitamante)
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This Mutual  General  Release  ("Release")  dated as of May 25, 2000, is entered
into by and between 3Dshopping.com  ("Employer"),  a California Corporation, and
Robert J. Vitamante ("Employee"), with reference to the following facts:

           A.  WHEREAS, Employer, a developer and distributor of proprietary 3-D
               Internet e-commerce display technology  ("Employer's  Business"),
               engaged  Employee on June 24, 1999 ("Hire  Date"),  as President,
               Chief  Operating  Officer and Chief Financial  Officer  (provided
               that Employee did not officially occupy the position of President
               for Employer  until July 23, 1999) for Employer  pursuant to that
               certain  letter  agreement  dated  as of May  19,  1999,  between
               Employer and Employee.

           B.  WHEREAS, effective May 25, 2000, Employee resigned his employment
               with Employer ("Termination Date").

           C.  WHEREAS, Employee has received a final payroll check comprised of
               1 accrued  vacation  day in the gross  amount of  $769.23,  and 9
               workdays in the gross amount of $6923.08.

           D.  WHEREAS, Employee is in possession of a laptop computer, cellular
               phone, and Corporate American Express Card No. #3794-246449-21004
               ("Amex"), owned by Employer.

           E.  WHEREAS,  pursuant to that  certain  Non-Qualified  Stock  Option
               Agreement ("Option Agreement") dated as of June 24, 1999, between
               Employer and Employee, Employee has a 60-day period commencing on
               the  Termination  Date in which to  exercise  stock  options  for
               75,000 shares of Employer's stock at the exercise price of $11.00
               per share  ("Options"),  which 60-day period  expires on July 24,
               2000 ("Option Exercise Period").

           F.  WHEREAS,  Employer and Employee  desire to discharge  one another
               with respect to any further obligations owed to each other.

WHEREFORE,  FOR GOOD AND VALUABLE  CONSIDERATION,  the  sufficiency  of which is
hereby  acknowledged,  and in further  consideration of the mutual covenants and
agreements contained herein, Employer and Employee agree as follows:

       1.  RELEASE: Employer and Employee hereby fully release and discharge one
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           another,  including Employer's affiliated entities,  and subsidiaries
           (past and  present)  and the current or former  officers,  directors,
           shareholders,  administrators,  assigns, agents, employees, attorneys
           and  all   successors  in  interest,   forever,   from  any  and  all
           obligations,   losses,  damages,  debts,   agreements,   liabilities,
           demands,  costs,  expenses,  claims and  causes of  action,  known or
           unknown,  fixed  or  contingent,  of any  kind or  nature  whatsoever
           ("Claims"),  which  they ever had,  now have or may  hereafter  have,
           arising from,  concerning or pertaining to Employer's Business and/or
           the employment  relationship  between  Employer and Employee from the
           beginning  of time to the date of this  Release.  Except as  provided
           below,  Employee shall not have any further involvement in Employer's
           Business.

           Without  limiting  the  generality  of the  foregoing,  this  Release
           includes  any claim under Title VII of the Civil  Rights Act of 1964,
           as amended,  and, except as expressly  provided otherwise herein, any
           claim for: severance pay; bonus; sick leave;  workers'  compensation;
           holiday  pay;  vacation  pay;  life  insurance;   health,  dental  or
           disability  benefits;  or any  other  fringe  benefit.  This  Release
           applies  to any  rights or  claims  Employee  may have  under the Age
           Discrimination in Employment Act, as amended.  Under the requirements
           of the Older Workers' Benefit Protection Act, Employee has 45 days to
           consider this Release,  while he may accept or reject it in less time
           than  that.  Employer  urges  Employee  to use as much of the time as
           necessary to consider this Release

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           and consult with an attorney in connection therewith.  Employee has 7
           days  following  signature  of this  Release  to revoke  it, and this
           Release shall not become effective or enforceable until expiration of
           this  7-day  revocation  period.  If  Employee  opts to  revoke  this
           Release,  he must contact Gia Honnen Weisdorn,  Esq. to advise her of
           his revocation decision, and Employee must also send a written notice
           of such revocation decision to Employer.

       2.  ACKNOWLEDGEMENTS/CONSIDERATION:  As consideration for the execution
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           of this Release and performance of its terms and conditions, Employer
           will provide the following to Employee: (a) An immediate cash payment
           in the amount of  $100,000;  and (b) Employer  will  recommend to its
           Board of Directors that Employee's Option Exercise Period be extended
           from 60 days to nine (9) months from the  Termination  Date (i.e., an
           extended  Option  Period  expiring on February 24,  2001)  ("Extended
           Option Exercise Period").

           Employee  has  agreed to accept and  hereby  acknowledges  receipt of
           Employer  checks  in  the  sum  of $  4766.34  (i.e.,  $6923.08  less
           applicable  withholding)  and $65,550 (i.e.,  100,000 less applicable
           withholding of $34,450) as severance and settlement payment including
           full and complete  compensation for all services rendered by Employee
           to Employer in connection with Employer's Business.

           Employee agrees to cooperate with Employer in connection with winding
           down any of  Employee's  unfinished  projects.  Employee  shall fully
           account to  Employer  for any of  Employer's  property  currently  in
           Employee's  possession  or control,  and shall return to Employer any
           such  property  within 7 days.  Employee  shall  promptly  submit any
           outstanding Amex billings to Employer with proper  documentation  and
           shall  immediately  reimburse  Employer  for  any  personal  expenses
           incurred thereon.

       3.  REPRESENTATIONS AND WARRANTIES: Employee hereby represents, warrants
           ------------------------------
           and  covenants,  that:  (i) Employee has not  heretofore  assigned or
           transferred  or  purported to assign or transfer to anyone any claim,
           demand,  action or cause of action  based upon or  arising  out of or
           pertaining  to any of the  matters or things  released  herein;  (ii)
           Employee  has the sole,  full and lawful  authority  to  release  and
           forever  discharge  any such  claims,  demands,  actions or causes of
           action  based  upon or  arising  out of or  pertaining  to any of the
           matters or things released herein;  (iii) Employee has consulted with
           his own attorney and executed  this Release  freely and  voluntarily;
           (iv) Employee will cooperate with Employer in connection  with timely
           executing any documentation necessary to effectuate the terms of this
           Release;  and (v) this Release shall be binding upon Employee and his
           respective successors and assigns.

       4.  NO  FURTHER  PAYMENTS  OR  OBLIGATIONS:  Payment  of the sum set
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           forth in Paragraph 2 above shall  constitute  the only sum payable by
           Employer  to  Employee  with  respect  to  this  Release,  Employer's
           Business or any Claim.  Except for the  obligations set forth in this
           Release,  Employer shall have no further obligations to Employee with
           respect to the employment relationship or Employer's Business. Except
           as otherwise  required by law or provided herein,  Employee's  salary
           and  benefits  will  cease  as  of  the  Termination  Date,  and  any
           entitlement he has or might have under any provided  benefit  program
           will cease.  Nothing herein is intended to limit  Employee's right to
           receive any vested retirement benefit to which he was entitled on the
           Termination Date. As of the date hereof, Employee waives his right to
           collect  any  Workers'   Compensation  benefits  in  connection  with
           Employer.

       5.  WAIVER:  Employer  and  Employee  intend and agree that this  Release
           ------
           shall  forth  in  be  effective  as  a  full  and  final  accord  and
           satisfaction  and general release of and from all Claims released and
           discharged hereunder.  In furtherance thereof,  Employee acknowledges
           that  Employee is familiar with Section 1542 of the Civil Code of the
           State of California, which states as follows:

               "A general  release  does not extend to claims which the creditor
               does not  know or  suspect  to exist in his  favor at the time of
               ex ecuting the release,

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               which  if  known  by  him  must  have  materially   affected  his
               settlement with the debtor."

           The parties are executing this Release  voluntarily,  and each waives
           any and all rights  Employee has or may have under  California  Civil
           Code Section  1542,  any  successor  section to it,  and/or any other
           statute or common law principle of similar effect. In connection with
           this waiver and the Release,  Employee  acknowledges that he is aware
           that he may discover claims presently unknown or unsuspected or facts
           in addition to or different from those which he now knows or believes
           to be  true  with  respect  to the  Claims  released  and  discharged
           hereunder.  Nevertheless,   Employer  and  Employee  intend  by  this
           Release,   and  with  and  upon  the  advise  of  such  parties'  own
           independently selected counsel, to release fully, finally and forever
           all Claims released and discharged hereunder.  In furtherance of such
           intention, the releases set forth in this Release shall be and remain
           in effect as full and  complete  releases of the Claims  released and
           discharged  hereunder  notwithstanding  the discovery or existence of
           any such additional or different claims or facts relevant hereto.

       6.  REFRAIN FROM  COMMENCING  LAWSUIT:  Employer  and  Employee  agree to
           ---------------------------------
           forever  refrain from  commencing,  instituting  or  prosecuting  any
           lawsuit,  action or other proceeding  against the other party,  based
           on,  arising  out of or in  connection  with  any  obligation,  loss,
           damage, debt, agreement,  liability,  demand, cost expense,  claim or
           cause of action that is released and discharged hereunder.

       7.  NO ADMISSION OF  LIABILITY:  Employer and Employee  hereby  expressly
           -------------------------
           recognize  and agree that the terms and  conditions  of this  Release
           constitute  a  settlement  of disputed  matters and that  neither the
           offer nor the acceptance of the conditions of this Release  represent
           an admission of liability or  responsibility on the part of any party
           hereto.

       8.  PUBLICITY:  Employee  shall  not make or  induce  others  to make any
           ---------
           negative,  critical  or adverse  remarks,  whether  oral or  written,
           concerning  Employer  or  Employer's  Business,  nor  shall  Employee
           comment  publicly  or  authorize,  circulate,  publish  or  otherwise
           disseminate any news stories, articles or other publicity of any kind
           relating to the employment  relationship,  Employer's Business and/or
           the terms of this Release,  except as required by law. If Employee is
           compelled  by law to disclose any matter  covered by this  Paragraph,
           Employee  shall provide  Employer  with a copy of any valid  subpoena
           within 2 business days of Employee's receipt thereof and shall notify
           Employer  of  the  content  of any  testimony  or  information  to be
           provided  and shall  promptly  provide  Employer  with  copies of all
           documents to be produced.

       9.  MISCELLANEOUS:  The scope and  effect of  Employee's  obligations  to
           -------------
           Employer under this Release  (collectively,  "Employee  Obligations")
           will be as broad as may be permitted  under  applicable law, and will
           be ineffective to the extent that it purports to restrict Employee to
           a greater extent than permitted thereunder.  The Employee Obligations
           are  independent of any similar  covenants  agreed to by Employee and
           Employer and may be enforced without regard to the  enforceability or
           continued effectiveness of any such other covenants.

      10.  ENTIRE  AGREEMENT:   This  Release,   which  shall  be  construed  in
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           accordance with the laws of the State of California,  constitutes the
           entire agreement and understanding  between the parties in connection
           with the above matters and supersedes all prior  agreements,  whether
           written or oral, in connection therewith.

ACCEPTED AND AGREED:

ROBERT J. VITAMANTE  ("EMPLOYEE")               3DSHOPPING.COM ("EMPLOYER")


By                                               By
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                        Date                          Title             Date

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