PROMISSORY NOTE - (Joel Gayner)
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$25,000.00                                                               5/02/00

For value received,  the undersigned  Joel Gayner,  an individual  ("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 non-interest  bearing sum of $25,000.00 pursuant
to this Promissory Note ("Note"). This Note is intended to provide Borrower with
an advance  ("Loan")  against  future  commissions  (or  severance  payments  if
Borrower's  employment  with Employer is  involuntarily  terminated)  payable by
Lender to Borrower in connection  with that Offer Letter ("Offer  Letter") dated
as of February 7, 2000,  between  Employer  and  Borrower  regarding  Borrower's
employment with Lender as Senior Vice President,  Sales and Marketing,  which is
attached hereto.

1. Repayment  Date:  Subject to forgiveness of the Loan as provided  below,  the
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Loan  shall  be  payable  in full on the  date  which  is the  earlier  of:  (A)
immediately  upon  Borrower's  entitlement to  commissions  payable by Lender to
Borrower  sufficient  to repay the Loan as provided in the Offer  Letter  (i.e.,
Borrower's  earned  commissions  will  be  used  to  offset  the  Loan);  or (B)
Borrower's  termination  of  employment  with Lender,  in which case  Borrower's
severance  payments pursuant to the Offer Letter will be used to offset the Loan
("Loan Payment Date").

2.  Forgiveness:  Notwithstanding  anything to the contrary  herein,  Borrower's
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obligation  to repay the Loan  pursuant  to this Note shall be  extinguished  as
follows:

       1)  If Borrower's employment with Employer is terminated, then the amount
           of the Loan is  forgiven  at the rate of  $7,500  monthly  over  3.33
           months, which forgiveness accrues only during the period of continued
           employment  (i.e.,  for  termination  purposes,  the  Loan  is  fully
           forgiven  after  3.33  months  from  the  date  of this  Note,  which
           forgiveness accrues only during the period of continued  employment).
           If such termination occurs, then Borrower shall immediately repay any
           outstanding   amount  of  the  Loan  to  Employer   upon   Borrower's
           termination  date;   provided  that,  if  Borrower  is  involuntarily
           terminated  by  Employer,   then  Employer  shall  offset  Borrower's
           severance  payments  pursuant to the Offer Letter for any outstanding
           portion of the Loan; or

       2)  If Borrower  continues  to be  employed  with  Employer,  the Loan is
           forgiven  upon  the date  which is one (1) year  from the date of the
           Offer Letter (i.e.,  the Loan is fully  forgiven on February 7, 2001;
           Employer  can no  longer  offset  Borrower's  earned  commissions  in
           connection with repayment of the Loan following that date).

3. Payment Terms: If any payment  obligation  under this Note is not paid by the
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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  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.

<PAGE>

3. Default:  If any of the following  events of default occur,  the  outstanding
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amount of the Loan  shall  become due  immediately, without demand or notice:

    1) the failure of the Borrower to repay any  outstanding  portion of the
    Loan on or before the Loan Payment 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.

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

5. No Waiver: No renewal or extension of this Note, delay in enforcing any right
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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.

6. Applicable  law: This Note shall be construed in accordance with the laws of
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the State of California.


ACCEPTED AND AGREED:

JOEL GAYNER               ("Borrower")


By:
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                                 Date


3DSHOPPING.COM               ("Lender")


By:
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    Title                        Date