CONSULTANT EMPLOYMENT/ENGAGEMENT AGREEMENT
                   ------------------------------------------
               (Communication Options, LLC f/s/o Gregory Hartwell)

     Consultant  Employment/Engagement Agreement ("Agreement") dated as of March
     1, 2000, between 3Dshopping.com  ("Company") and Communication Options, LLC
     ("COL"), a California  corporation,  Federal ID# 95- 4665470, f/s/o Gregory
     Hartwell  ("Hartwell")  (collectively,  "Consultant")  in  connection  with
     Consultant's  provision of marketing support consulting services to Company
     ("Services")   to  develop   Company's   merchandising   display   division
     ("Division").  Reference is made to the Promissory Note and Security/Pledge
     Agreement,  each  dated as of even date  herewith,  in  connection  with an
     advance of monies to Consultant against its' future  performance  hereunder
     ("Advance").

1.  ENGAGEMENT/INDEPENDENT  CONTRACTORS.  The  Company  engages  Consultant  and
Consultant  accepts the engagement,  subject to and in accordance with the terms
and  conditions  of this  Agreement.  It is  expressly  agreed that  Company and
Consultant  are  acting  hereunder  as  independent  contractors  and  under  no
circumstances shall any of the employees of one party be deemed the employees of
the other for any purpose.  Any  receivables  prior to the date hereof,  and any
liabilities  of COL incurred at any time prior or subsequent to the date hereof,
remain the property  and  responsibility  of COL.  This  Agreement  shall not be
construed as authority for either party to act for the other party in any agency
or other capacity,  or to make  commitments of any kind for the account of or on
behalf of the other  except to the  extent  and for the  purposes  provided  for
herein.

2.  TERM  OF  ENGAGEMENT/TERMINATION.  Consultant's  engagement  as a  marketing
support  consultant to Company will begin on the date set forth above, and shall
continue for one (1) year,  unless terminated for cause pursuant to Paragraph 6.
below. Thereafter,  Consultant's engagement may be terminated by either party on
thirty (30) days written notice to the other. Any and all business  generated on
or after March 1, 2000, by Consultant  hereunder shall inure to the sole benefit
of Company.


3. COMPENSATION/TITLE. Upon receipt of appropriate invoices, Consultant shall be
paid the  following  compensation  in connection  with the Services.  Consultant
shall utilize the following title hereunder:

     (a)  CONSULTING  FEES.  Consultant's  annual  consulting  fee  is  $60,000,
          payable at the rate of $5,000  per  month,  payable on the last day of
          each month; and

     (b)  COMMISSION:  7.5% of the amount of Consultant's  gross sales, less any
          returns,    uncollectible    amounts,    discounts   and    allowances
          (collectively,  "Returns"), collected by Company, payable on the tenth
          business   day   following   the  month  such  monies  are   collected
          (collectively, "Net Sales"); and

     (c)  STOCK OPTIONS/VESTING:

          a.   STOCK  OPTIONS:   Subject  to  approval  by  Company's  Board  of
               Directors,  Consultant  will receive an option to purchase 20,000
               shares  of  Company's  common  stock at the  exercise  price of $
               12.875   (i.e.,   the  closing   price  on  February   29,  2000)

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               ("Options"),  as provided  in that  certain  Non-Qualified  Stock
               Option Agreement attached hereto as Exhibit "A".

          b.   VESTING:  Such Options  shall vest at the following  rate:  1,000
               shares  per  $100,000  of Net  Sales  during  the  Term  of  this
               Agreement.

     (d)  TITLE:  Hartwell shall utilize the following  title in connection with
          Consultant's performance hereunder: "Executive Director, Communication
          Options, a division of 3Dshopping.com".

     (e)  ADVANCE AGAINST FUTURE SALES/EARN-OUT/FUTURE ADVANCE/LIFE INSURANCE:


          a.   ADVANCE:  Consultant has received an Advance of $50,000  pursuant
               to the Promissory  Note,  repayment of which amount is secured by
               Hartwell's  interest  in  COL  pursuant  to  the  Security/Pledge
               Agreement.

          b.   ADVANCE  FORGIVENESS:  The Advance will be forgiven by Company at
               the following rate: $5,000 for each $100,000 of Net Sales.

          c.   FUTURE  ADVANCE:  Upon  Consultant's  achievement  of substantial
               business  hereunder  (i.e.,  achievement of Net Sales of $300,000
               and  satisfactory  performance  hereunder),  Company will provide
               Consultant  with an additional  $50,000  Advance,  subject to the
               terms and conditions of the Promissory  Note and  Security/Pledge
               Agreement.

          d.   LIFE  INSURANCE:  Consultant  is required  to maintain  term life
               insurance on Hartwell with Company as beneficiary in an amount to
               secure   sufficient   payment  of  any  portion  of  the  Advance
               outstanding  together  with any accrued  interest  thereon in the
               event of Hartwell's  death.  Consultant shall provide evidence of
               such  insurance to Company  together with a copy of the insurance
               contract on an ongoing basis.

4. DUTIES/SUPPORT SERVICES.


     (a)  DUTIES OF CONSULTANT:  Consultant's  primary duties will be to develop
          the  merchandising  and display business for the internet.  Consultant
          will work with  Company  personnel  and perform such other duties that
          are consistent with the achievement of Division objectives.

     (b)  SUPPORT SERVICES  PROVIDED BY COMPANY:  Company shall provide only the
          following support services to Consultant necessary to support Division
          objectives:  reimbursement  for  normal  business  operating  expenses
          (i.e.,  appropriate  office space within Company and reasonable travel
          expenses); Internet access (i.e., a Web site designed, built and owned
          by Company  together with any  necessary  renderings,  prototypes  and
          product  pages in connection  therewith);  and print  services  (i.e.,
          1-sheet marketing fliers).  The parties shall jointly develop a budget
          for operating expenses for the Division.

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5.  FULL-TIME  EFFORT.  Consultant  will devote its  full-time  best  efforts to
providing the Services to Company.


6.  TERMINATION  FOR CAUSE.  Company may terminate this Agreement  after written
notice to Consultant  of any one or more of the  following  events if Consultant
fails to  remedy  such  events  within a  reasonable  period:  (1)  Consultant's
material  failure to perform under this  Agreement;  (2)  Consultant's  material
failure to perform its duties to the Company; (3) Consultant's  material failure
to abide by the policies and procedures of the Company;  or (4) any act, failure
to act or condition of Consultant which jeopardizes the business of the Company.

7. NON-COMPETITION/NON-DISCLOSURE:  Consultant will sign that certain Consultant
New-Hire  Agreement  attached  hereto as Exhibit "B". If Consultant  voluntarily
terminates this Agreement and becomes  employed,  engaged or affiliated with any
of Company's Competitors (as defined in Exhibit "B") (collectively, "Competes"),
at Company's sole  discretion,  Company may require that the any financial gains
to  Consultant  associated  with  exercising  the Options  must be  disgorged to
Company if  Consultant  exercises  any Options  during the six (6) -month period
preceding Consultant's termination date.

8. DISPUTE RESOLUTION.

          8.1.  INTERNAL  DISPUTE  RESOLUTION.   If  any  dispute  should  arise
     concerning  performance under or  interpretation  of this Agreement,  then,
     prior to, and as a  condition  to a party's  right to  initiate  any action
     pursuant to Paragraph 8.2 below,  the parties will take the following steps
     in an attempt to informally resolve any such dispute:


               8.1.1.  DISPUTE  NOTICE.  At the written request of either party,
          each  party  will  meet in person  and will  present  to each  other a
          written  summary,  reflecting  in  reasonable  detail,  the nature and
          extent of the  dispute in question  (the  "Dispute  Notice").  Such an
          in-person  meeting  will take place within five (5) days of receipt of
          the request.


               8.1.2.   INITIATION  OF  ARBITRATION.   If  any  dispute  remains
          unresolved  after ten (10) days  following  the  initial  request  for
          informal dispute resolution, then either party may, as contemplated by
          Paragraph 8.2, initiate an arbitration proceeding.


               8.1.3. INFORMAL RESOLUTION. Notwithstanding the foregoing, if the
          parties are able to resolve disputes without  litigation in a court of
          law  and  without  resorting  to  the  procedures  described  in  this
          Paragraph 8., they will not be obligated to follow such procedures.


          8.2.  ARBITRATION.  The parties  stipulate  and agree that if they are
     unable  to  resolve  any  controversy   arising  under  this  Agreement  as
     contemplated by Paragraph 8.1 of this Agreement,  then such controversy and
     any  ancillary  claims not so resolved and not so subject will be submitted
     to mandatory and  non-binding  arbitration  at the election of either party
     (the "Disputing Party") pursuant to the following terms and conditions:


               8.2.1.  SELECTION OF ARBITRATOR.  The Disputing Party will notify
          the American  Arbitration  Association (the "AAA") in writing and will
          request  that the AAA furnish to the  parties a list of five  possible
          arbitrators who, if possible,  will have experience in data processing
          matters.  Each party will have  fifteen (15) days to reject two of the

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          proposed  arbitrators.  If one individual has not been so rejected, he
          or she will serve as arbitrator;  if two or more  individuals have not
          been so  rejected,  the AAA will  select  the  arbitrator  from  those
          individuals.


               8.2.2.  CONDUCT OF ARBITRATION.  Arbitration will be conducted by
          the arbitrator  selected pursuant to Paragraph 8.2.1. over the dispute
          described in the Dispute Notice and any other disputes related to this
          Agreement  between  the parties to this  Agreement  (1) pending at the
          inception of such arbitration and not otherwise being arbitrated under
          this  Paragraph  8.2.;  or (2)  arising  during the  pendency  of such
          arbitration,  in  accordance  with the  rules of the  AAA,  except  as
          specifically  provided  otherwise in this Paragraph 8.2. In particular
          and without limitation,  the parties hereto hereby affirm and agree to
          comply with those rules of the AAA that limit  pre-hearing  discovery.
          The arbitrator will have no power or authority, under the rules of the
          AAA or  otherwise,  to  amend  or  disregard  any  provision  of  this
          Paragraph 8.2.


               8.2.3. REPLACEMENT OF ARBITRATOR. Should the arbitrator refuse or
          be unable to proceed  with  arbitration  proceedings  as called for by
          this Paragraph 8.2., such arbitrator will be replaced by an arbitrator
          selected from the other four  arbitrators  originally  proposed by the
          AAA and not  rejected  by the  parties,  if any,  or if  there  are no
          remaining  proposed  arbitrators  who  have  not  been  rejected,   by
          repeating  the  process of  selection.  If an  arbitrator  is replaced
          pursuant to this Paragraph 8.2.3., then a rehearing will take place in
          accordance with the rules of the AAA.


               8.2.4.   FINDINGS  AND  CONCLUSIONS.   The  arbitrator  rendering
          judgment upon disputes  between  parties to this Agreement as provided
          in this  Paragraph 8.2. will,  after reaching  judgment and award,  if
          any,  prepare and distribute to the parties to such disputes a writing
          describing  the  findings of fact and  conclusions  of law relevant to
          such judgment and award and  containing  an opinion  setting forth the
          reasons for the giving or denial of any award.


               8.2.5.  TIME  IS  OF  THE  ESSENCE.   The  arbitrator  is  hereby
          instructed that time is of the essence in the arbitration  proceeding,
          and that the  arbitrator  will have the right and  authority  to issue
          monetary sanctions against either of the parties if, upon a showing of
          good  cause  therefor,   said  party  is  unreasonably   delaying  the
          proceeding.


               8.2.6.  FINDINGS.  The arbitrator will render his or her judgment
          or award  within  twenty (20) days  following  the  conclusion  of the
          arbitration proceeding.


               8.2.7.  DISCOVERY.  Recognizing the express desire of the parties
          for an expeditious  means of dispute  resolution,  the arbitrator will
          limit or allow the parties to expand the scope of  discovery as may be
          reasonable under the circumstances.


          8.3. LITIGATION.


               8.3.1. IMMEDIATE INJUNCTIVE RELIEF. The parties to this Agreement
          hereby agree that the only circumstance in which disputes between them
          will not be subject to the  provisions of this Paragraph 8. is where a
          party makes a good faith  determination  that a breach of the terms of
          this Agreement by another party is such that the damages to such party
          resulting  therefrom  will be so immediate,  so large or severe and so
          incapable  of  adequate  redress  after  the  fact  that  a  temporary
          restraining order and/or other immediate injunctive relief is the only

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          adequate   remedy  for  such   breach.   If  a  party  making  such  a
          determination  files a pleading  with a court  seeking such  immediate
          injunctive  relief and this pleading is challenged by another party to
          this Agreement and the  challenging  party succeeds in such challenge,
          the party filing such pleading  seeking  immediate  injunctive  relief
          will  pay  all  of  the  costs  and  attorneys'   fees  of  the  party
          successfully challenging such pleading.


               8.3.2.  JURISDICTION.  The parties  hereto hereby  consent to the
          jurisdiction of the federal  district court residing in California for
          all  litigation  that may be brought  with respect to the terms of and
          the transactions and relationships contemplated by this Agreement. The
          parties hereto further consent to the  jurisdiction of any state court
          the district of which  encompasses  assets of a party  against which a
          judgment has been  rendered,  either  through  arbitration  or through
          litigation,  for the enforcement of such judgment  against such assets
          of such party.


               8.3.3. COSTS AND ATTORNEYS' FEES. Notwithstanding any rule of the
          AAA to the contrary,  the arbitrator  rendering judgment upon disputes
          between  parties to this  Agreement as provided in Paragraph 8.2. will
          have the  power to award all costs and  attorneys'  fees  between  the
          parties subject to such disputes. In any litigation between parties to
          this Agreement with respect to matters under or  contemplated  by this
          Agreement,  if and to the extent such  litigation does not concern the
          prayer for or  challenge to immediate  injunctive  relief,  the losing
          party  will  pay all  costs  and  attorneys'  fees of such  litigation
          accruing to the other party.


9.  WAIVER.  No  waiver  of any  breach  of this  Agreement  will be  deemed  to
constitute a waiver of any subsequent breach of the same or any other provision.

10. SEVERABILITY.  If any provision of this Agreement is declared or found to be
illegal,  unenforceable  or  void,  then all  parties  will be  relieved  of all
obligations  arising  under such  provision,  but only to the  extent  that such
provision is illegal,  unenforceable  or void, it being the intent and agreement
of the parties  that this  Agreement  will be deemed  amended by  modifying  the
provision to the minimum extent necessary to make it legal and enforceable while
preserving  its intent or, if that is not  possible,  by  substituting  therefor
another provision that is legal and enforceable and achieves the same objective.
If the remainder of this  Agreement  will not be affected by the  declaration or
finding and is capable of  substantial  performance,  then each provision not so
affected will be enforced to the extent permitted by law.

11.  ASSIGNMENT.  The Company's rights and obligations under this Agreement will
inure to the  benefit  of and be  binding  upon  the  Company's  successors  and
assignees. This Agreement is not assignable by Consultant.

12. SURVIVAL. Paragraphs 7. and 8. will survive the termination or expiration of
this Agreement.


13. NOTICES AND PAYMENTS.  Any notices and payments  hereunder shall be directed
as follows:


     To 3D:                                                             To COL:
     -----                                                              ------
              3Dshopping.com                         Communication Options, LLC
              308 Washington Boulevard                      204 Bicknell Avenue
              Marina del Rey, CA 90292                   Santa Monica, CA 90405
              Attn: Legal Department (Notices)          Attn:  Gregory Hartwell
                    Finance Department (Payments)
              Fax:  (310) 301-6730                          Fax:(   )
                                                                 --- ----------
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14. ENTIRE  AGREEMENT.  This  Agreement,  together with the  Consultant New Hire
Agreement,  Promissory Note and Security/Pledge  Agreement, and any exhibits and
appendices  attached  to it, if any,  constitutes  the entire  agreement  of the
parties, superseding in all respects any and all prior proposals,  negotiations,
understandings and other agreements, oral or written, between the parties.

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ACCEPTED AND AGREED:

COMMUNICATION OPTIONS, LLC
f/s/o GREG HARTWELL                     3DSHOPPING.COM


By                                      By
  -----------------------------           -----------------------------
  Title                    Date           Title                    Date

By signing  below,  Hartwell  acknowledges  that he has read this  Agreement and
confirms all grants, representations,  warranties and agreements made by COL and
agrees to perform the services  provided for herein in accordance with the terms
and  provisions  hereof and, if Hartwell fails to do so,  Hartwell  acknowledges
that Company shall have the same rights and remedies against Hartwell as Company
has  against  COL.  Hartwell  shall  look  solely  to COL for  any  compensation
hereunder and, if Hartwell's  employment  agreement with COL becomes ineffective
or if COL ceases to exist, then Hartwell,  at Company's election,  may be deemed
substituted as a direct party in lieu of COL.


GREG HARTWELL


By
  -----------------------------
                           Date