3Dshopping.com
                            308 Washington Boulevard
                        Marina del Rey, California 90292


Mr. Lawrence Weisdorn
20485 Roca Chica Drive
Malibu, CA 90265


                         Re: Management Change Agreement
                         -------------------------------

Dear Lawrence:

This letter  agreement  ("Agreement")  dated as of May 30,  2000,  confirms  our
agreement  in  connection  with your  continuation  as  Chairman of the Board of
Directors  ("Board") of  3Dshopping.com  ("3D"),  resignation of the position of
Chief  Executive  Officer,  and  acceptance  of the  position of Chairman of the
Executive Committee of the Board, pursuant to the following terms:

1.       Subject to confirmation by the Board (which  confirmation  was obtained
         on May 24,  2000),  you will serve as 3D's Chairman of the Board and as
         Chairman of the  Executive  Committee of the Board,  and 3D will employ
         you in those  capacities  beginning on May 18, 2000 ("Hire  Date").  In
         that  capacity,  you will advise,  instruct and mentor Terry Gourley to
         facilitate  a smooth  transition  into the  performance  of his  C.E.O.
         duties.

2.       Your initial  employment  term will be for a period of 1 year, and will
         be automatically renewed for consecutive 1-year periods absent contrary
         action by the Board (collectively, "Term").

3.       Subject  to your  execution  of a general  release  of claims in a form
         satisfactory  to 3D, if you are terminated by 3D prior to expiration of
         the Term other  than for  cause,  you will be  entitled  to  "Severance
         Payments" equal to your Compensation (as defined below) for six months.
         These Severance Payments will be made at such times and in such amounts
         as they would have been made had you remained  continually  employed by
         3D. Any prior  acceleration  of any  compensation  payments made to you
         shall be taken into account for purposes of  determining  the amount of
         such Severance Payments.

4.       You  will  receive  cash  compensation  during  the Term at the rate of
         $150,000 per annum  ("Compensation")  (i.e., $12,500 monthly). You will
         be  eligible  for  such   bonuses  and  other  forms  of   supplemental
         compensation  as may from time to time be approved  by the Board.  Your
         rate  of  Compensation  will be  subject  to  review  by the  Board  of
         Directors not less often than  annually in  connection  with the annual
         review of officer compensation generally.

5.       Upon your acceptance of this  Agreement,  it will be recommended to the
         Board  by  the  Compensation   Committee  that  you  be  granted  bonus
         "Home-Run"  options to purchase up to 100,000  additional  shares of 3D
         common  stock ("New  Options"),  which in addition to the 0 options you
         currently possess  ("Existing  Options") provides you with an aggregate
         total  of  100,000  options  (New  Options  and  Existing  Options  are
         collectively referred to herein as "Options"). The New Options exercise
         price is $7.70,  which is 110% of the fair market  value of 3D's common
         stock as  determined  by the  American  Stock  Exchange on the close of
         business on May 18, 2000. To the extent possible, the New Options would
         be  qualified  for  treatment  as  Incentive  Stock  Options  under the
         Internal Revenue Code of 1986, as amended.

         If  approved by the Board,  the New  Options  will all vest as follows:
         They will vest in their  (i.e.,  in one lump sum) on the earlier of any
         of the following  events occurring while you are employed by 3D in your
         present  position or at a substantially  equivalent or senior position:
         (i) four years from your Hire Date passes (i.e., on May 18, 2004); (ii)
         a buyout  occurs by a single  entity or group of a  majority  ownership
         (i.e., over 50%) of 3D on a fully-diluted basis; or (iii) 3D achieves a
         market  capitalization of $500,000,000  based on issued and outstanding
         3D shares of stock (i.e., not on a fully-diluted basis) at any time. If
         none of these events occur, the New Options will be of no further force
         and effect.

         Upon your voluntary  termination of employment,  any vested New Options
         would remain exercisable for thirty days and any unvested Options would
         expire.  In the  event  of  termination  of  your  employment  at  3D's
         initiative,  any vested New Options  would expire upon the later of the
         date of termination or 60 days following notice to you of termination.
<PAGE>

6.       In addition to the foregoing, you will be eligible for such benefits as
         are from  time to time  made  available  to  other  members  of  senior
         management.

7.       You will sign and be bound by 3D's  customary  agreements  relating  to
         nondisclosure, non-solicitation, inventions, and the like.

8.       Unless  expressly  amended  by this  Agreement,  the terms of any other
         related  agreements (e.g., any pre-existing stock option agreements and
         the like) remain in full force and effect.  The Agreement  contains the
         entire  agreement of the parties and shall  replace and  supersede  all
         prior arrangements and  representations,  either oral or written, as to
         the subject  matter  hereof.  This Agreement may be modified or amended
         only by a written instrument signed by all parties hereto.

If you are in agreement with the foregoing,  please sign as indicated  below and
return the original to me.

Very truly yours,



Joel F. McIntyre

Chairman of the Compensation Committee,
Board of Directors, 3Dshopping.com

Enclosure


Accepted and agreed:

LAWRENCE WEISDORN


By
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                   Date