CONSULTING AGREEMENT
                              --------------------

This Consulting Agreement (the "Agreement"), agreed to and effective as of April
14, 2000 is entered into by and between 3DSHOPPING.COM, a California corporation
(herein referred to as the "Company") and THE DEL MAR CONSULTING GROUP,  INC., a
California corporation (herein referred to as the "Consultant").

                                    RECITALS
                                    --------

WHEREAS,  Company  is a public  Company  with its  common  stock  trading on the
American Stock Exchange in the United States; and

WHEREAS,  Consultant has experience in the area of corporate  finance,  investor
communications and financial and investor public relations; and

WHEREAS,  Company  desires to engage the  services of  Consultant  to assist and
consult  with  the  Company  in  matters  concerning  corporate  finance  and to
represent the company in investors'  communications  and public  relations  with
existing shareholders, brokers, dealers and other investment professionals as to
the Company's current and proposed activities;

NOW THEREFORE,  in  consideration  of the promises and the mutual  covenants and
agreements  hereinafter  set forth,  the parties  hereto  covenant  and agree as
follows:

1. Term of Consultancy. Company hereby agrees to retain the Consultant to act in
   -------------------
a  'consulting  capacity to the Company,  and the  Consultant  hereby  agrees to
provide services to the Company  commencing  immediately and ending on April 15,
2001.

2. Duties of Consultant.  The Consultant  agrees that it will generally  provide
   --------------------
the following specified consulting services through its officers and employees
during the term specified in Section 1.:

(a) Advise and assist the Company in  developing  and  implementing  appropriate
plans and materials for presenting the Company and its business plans,  strategy
and personnel to the financial community,  establishing an image for the Company
in the financial community, and creating the foundation for subsequent financial
public relations efforts;

(b) Introduce the Company to the financial community;

(c) With the cooperation of the Company,  maintain an awareness  during the term
of this Agreement of the Company's  plans,  strategy and personnel,  as they may
evolve  during such period,  and advise and assist the Company in  communicating
appropriate  information  regarding  such plans,  strategy and  personnel to the
financial community;

(d) Assist  and  advise the  Company  with  respect to its (i)  stockholder  and
investor  relations,  (ii) relations with brokers,  dealers,  analysts and other
investment  professionals,  and  (iii)  financial  and  media  public  relations
generally;

(e) Perform the functions generally assigned to  investor/stockholder  relations
and public relations departments in major corporations,  including responding to
telephone and written  inquiries (which may be referred to the Consultant by the
Company); assisting in the preparation of press releases for


<PAGE>


the Company with the  Company's  involvement  and  approval or  reviewing  press
releases,  reports  and  other  communications  with  or  to  shareholders,  the
investment  community  and the  general  public;  advising  with  respect to the
timing, form,  distribution and other matters related to such releases,  reports
and  communications;  and consulting with respect to corporate  symbols,  logos,
names,  the  presentation  of such symbols,  logos and names,  and other matters
relating to corporate image;

(f) Upon the Company's approval,  disseminate  information regarding the Company
to shareholders,  brokers, dealers, other investment community professionals and
the general investing public;

(g) Upon the Company's  approval,  conduct meetings,  in person or by telephone,
with brokers,  dealers,  analysts and other  investment  professionals to advise
them of the Company's  plans,  goals and  activities,  and assist the Company in
preparing for press conferences and other forums involving the media, investment
professionals and the general investment public;

(h) At  the  Company's  request,  review  business  plans,  strategies,  mission
statements  budgets,  proposed  transactions  and other plans for the purpose of
advising the Company of the investment community implications thereof; and,

(i) Otherwise perform as the Company's  financial relations and public relations
consultant.

3. Allocation of Time and Energies.  The Consultant  hereby promises to perform
   -------------------------------
and discharge well and faithfully the responsibilities  which may be assigned to
the  Consultant   from  time  to  time  by  the  officers  and  duly  authorized
representatives  of the Company in connection  with the conduct of its financial
and investor public  relations and  communications  activities,  so long as such
activities are in compliance  with applicable  securities laws and  regulations.
Consultant  shall  diligently  and thoroughly  provide the  consulting  services
required  hereunder.  Although no  specific  hours-per-day  requirement  will be
required,  Consultant  and the Company  agree that  Consultant  will perform the
duties set forth hereinabove in a diligent and professional  manner. The parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the costs 'to be incurred by the  Consultant and the benefits to be
received by the Company are expected to occur upon and shortly after, and in any
event,  within  two  months  of  the  effectiveness  of  this  Agreement.  It is
explicitly understood that Consultant's performance of its duties hereunder will
in no way be  measured  by the  price of the  Company's  common  stock,  nor the
trading volume of the Company's  common stock. It is understood that the Company
is entering into this Agreement with the understanding  that Robert B. Prag will
be an officer and  director of The Del Mar  Consulting  Group,  Inc.  during the
entire term of this Agreement.

4. Remuneration.  As full and complete  compensation for services  described in
   ------------
this Agreement, the Company shall compensate Consultant as follows:

4.1  For   undertaking   this   engagement  and  for  other  good  and  valuable
consideration,  the  Company  agrees to issue and  deliver to the  Consultant  a
"Commencement  Bonus"  payable  in the form of 75,000  shares  of the  Company's
Common  Stock  ("Common  Stock"),  an Option to  purchase  45,000  shares of the
Company's  Common  Stock at $11.00  per share and an Option to  purchase  45,000
shares of the Company's Common Stock at $15.00,  which becomes  exercisable when
80% of the Company's  outstanding  publicly  traded  warrants are exercised (the
"Warrants"). The Options will carry a term of the lesser of fours years from the
date of this  Agreement or two years after the  termination of this Agreement or
any renewal  thereof,  and the Options will have a "cashless" or "net  exercise"
provision.  A copy of the Options are attached hereto and referenced as "Exhibit
"A". This Commencement Bonus shall be issued to the Consultant


<PAGE>


       immediately  following execution of this Agreement and shall, when issued
       and  delivered  to  Consultant,  be fully  paid and  non-assessable.  The
       Company  also  agrees to pay  Consultant  the sum of  $3,000.00  cash per
       month,  the first  installment of which is due upon the full execution of
       this  Agreement  and  subsequent  installments  due  and  payable  on the
       fifteenth  day of each  month for the  duration  of this  Agreement,  and
       shall,  when paid to Consultant,  be fully paid and  non-assessable.  The
       Company  understands and agrees that Consultant has foregone  significant
       opportunities  to accept this  engagement  and that the  Company  derives
       substantial  benefit from the execution of this Agreement and the ability
       to  announce  its  relationship  with  Consultant.  The Common  Stock and
       Options issued as a Commencement Bonus, therefore, constitute payment for
       Consultant's agreement to consult to the Company and are a nonrefundable,
       non-apportionable,  and  non-ratable  retainer;  such  Shares  are  not a
       prepayment for future services.  If the Company decides to terminate this
       Agreement prior to April 15, 2001 for any reason whatsoever, it is agreed
       and understood  that  Consultant will not be requested or demanded by the
       Company to return any of the Common Stock or Options paid to it hereunder
       but that the  Consultant's  rights to  additional  monthly cash  payments
       shall  cease.  The  Common  Stock and  Options  issued  pursuant  to this
       Agreement  shall be issued in the name of The Del Mar  Consulting  Group,
       Inc.  Further,  the  Company  agrees  that it will  include,  in the next
       Registration  Statement  filed by the Company  with the SEC on Form S3 or
       other appropriate form relating to the resale of restricted shares,  both
       the Common Stock issued to Consultant pursuant to this Agreement, as well
       as the shares of the Company's common stock underlying the Options issued
       to  the  Consultant  hereunder.   The  Company  agrees  to  file  such  a
       registration  statement  no later than January 15, 2001 and agrees to use
       its best efforts to keep said registration statement effective so long as
       the Consultant  owns any shares covered by said  registration  statement.
       The Del Mar  Consulting  Group,  Inc.  agrees that,  notwithstanding  the
       effectiveness  of any such  Registration  Statement,  it will not sell or
       transfer  during the term of this  Agreement  any of the Common  Stock or
       Options issued to it hereunder.

  4.2 Consultant  acknowledges that the shares of Common Stock to be issued
       pursuant to this  Agreement  (collectively,  the "Shares")  have not been
       registered  under  the  Securities  Act  of  1933,  and  accordingly  are
       "restricted  securities"  within the  meaning of Rule 144 of the Act.  As
       such, the Shares may not be resold or transferred  unless the Company has
       received  an opinion of counsel  reasonably  satisfactory  to the Company
       that such resale or transfer is exempt from the registration requirements
       of that Act.

 4.3  In  connection  with  the  acquisition  of  Shares  hereunder,   the
       Consultant represents and warrants to the Company as follows:

          (a) Consultant  acknowledges that the Consultant has been afforded the
          opportunity  to  ask  questions  of  and  receive  answers  from  duly
          authorized officers or other representatives of the Company concerning
          an investment in the Shares, and any additional information, which the
          Consultants have requested.

          (b) Consultant's  investment in restricted securities is reasonable in
          relation to the Consultant's net worth, which is in excess of ten (10)
          times the  Consultant's  cost basis in the Shares.  Consultant has had
          experience  in   investments   in  restricted   and  publicly   traded
          securities,  and  Consultants  has had  experience in  investments  in
          speculative securities and other investments which involve the risk of
          loss of investment. Consultant acknowledges that an investment in



<PAGE>


the Shares is  speculative  and  involves the risk of loss.  Consultant  has the
requisite  knowledge to assess the relative  merits and risks of this investment
without the necessity of relying upon other advisors,  and Consultant can afford
the risk of loss of his entire  investment  in the Shares.  Consultant is (i) an
accredited  investor,  as that term is defined in Regulation D promulgated under
the Securities Act of 1933, and (ii) a purchaser  described in Section 25102 (f)
(2) of the California Corporate Securities Law of 1968, as amended.

(c) Consultant  is acquiring  the Shares for the  Consultant's  own account for
long-term  investment and not with a view toward resale or distribution  thereof
except in accordance with applicable securities laws.

4.4 Consultant represents and warrants to Company that it is not a Member of the
National Association of Securities Dealers,  Inc. and that neither it nor any of
its affiliates are affiliated with such a Member.

5.Financing  "Finder's  Fee".  It is  understood  that in the  event  Consultant
  --------------------------
introduces  Company to a lender or equity  purchaser  with whom Company,  or its
nominees, within one year following such introduction, makes or agrees to make a
debt  or  equity  investment  in  the  Company,  Company  agrees  to  compensate
Consultant  for such  services  with a  "finder's  fee" in the amount of 2.5% of
total gross funding provided by such lender or equity purchaser,  such fee to be
payable in cash.  This will be in addition to any fees payable by Company to any
other intermediary,  if any, which shall be per separate  agreements  negotiated
between Company and such other  intermediary.  It is also understood that in the
event Consultant  introduces  Company to a merger and/or  acquisition  candidate
and, within one year following such  introduction,  Company or its  stockholders
consummate  or agree  to  consummate  a  transaction  with  such  person  or its
affiliates  acquire all or substantially all of the business of Company or agree
to be acquired by Company,  Company  agrees to  compensate  Consultant  for such
services  with  a  "finder's   fee"  in  the  amount  of  2.5%  of  total  gross
consideration provided by such merger and/or acquisition, such fee to be payable
in the same form of consideration  received by the seller/merged  company.  This
will be in addition to any fees payable by Company to any other intermediary, if
any, which shall be per separate agreements  negotiated between Company and such
other intermediary.  For the purposes of this Section 5, a person will be deemed
to have been  introduced to Company by  Consultant  if, but only if, (i) Company
had no pre-existing  relationship,  and was not otherwise engaged in substantive
discussions,  with such person or its affiliates, and (ii) as a direct result of
contacts  resulting  from such  introduction,  such  person  expressed a serious
interest in pursuing a financing or acquisition.  It is specifically  understood
that  Consultant is not nor does it hold itself out be a  Broker/Dealer,  but is
rather merely a "Finder" in reference to the Company procuring financing sources
and acquisition and merger candidates.

5.1 It is further understood that Company, and not Consultant, is responsible to
perform  any  and  all  due  diligence  on  such  lender,  equity  purchaser  or
acquisition/merger   candidate   introduced  to  it  by  Consultant  under  this
Agreement,  prior to Company  receiving  funds or  closing  on any  acquisition.
However,  Consultant  will not  introduce  any  parties to Company  about  which
Consultant  has any  prior  knowledge  of  questionable,  unethical  or  illicit
activities.

5.2 Company agrees that said compensation to Consultant shall be paid in full at
the  time  said  financing  or   merger/acquisition   is  closed,   except  that
compensation based on the value of cash,



<PAGE>


securities or other  property  payable over a period of time shall be payable to
Consultant on the same schedule. Moreover, said compensation, or, in the case of
deferred  compensation,  the  agreement  to pay  such  compensation,  will  be a
condition precedent to the closing of such financing or  merger/acquisition  and
Company  shall   execute  any  and  all  documents   necessary  to  effect  said
compensation.

5.3 As further consideration to Consultant, Company agrees to pay or cause to be
paid to Consultant  with respect to any financing or  acquisition  with a person
provided directly or indirectly to the Company by any lender or equity purchaser
introduced by  Consultant as described in the first  paragraph of this Section 5
during the period  commencing at the effective date of this Agreement and ending
one year from the  termination of this Agreement,  a fee to Consultant  equal to
that outlined in Section "5" herein.

5.4 Consultant will not make any introduction to a prospective  lender or equity
purchaser without the prior consent of Company and will keep Company  reasonably
informed  with  respect  to any  discussions  between  Consultant  and any  such
introduced person.

6. Expenses. Consultant agrees to pay for all its expenses (phone, labor, etc.),
   --------
other  than  extraordinary  items  (travel  and  entertainment   required  by/or
specifically  requested by the Company,  luncheons or dinners to large groups of
investment  professionals,  mass faxing to a sizable percentage of the Company's
constituents,  investor conference calls, print  advertisements in publications,
etc.)  approved  by  the  Company  prior  to its  incurring  an  obligation  for
reimbursement.  The Company agrees and  understands  that Consultant will not be
responsible for preparing or mailing due diligence  and/or investor  packages on
the  Company,  and that the Company will have some means to prepare and mail out
investor packages at the Company's expense.

7. Indemnification.   The  Company  warrants  and  represents  that  all  oral
   ---------------
communications,  written  documents or materials  furnished to Consultant by the
Company are accurate in all material respects,  and the Consultant  warrants and
represents  that  all  communications  with  the  public,  with  respect  to the
financial  affairs,  operations,  profitability  and  strategic  planning of the
Company are in accordance with  information  provided to it by the Company.  The
Consultant may rely upon the accuracy of the information provided by the Company
without independent investigation. The Company and Consultant will each protect,
indemnify  and hold  each  other  harmless  against  any  claims  or  litigation
including  any  damages,  liability,  cost  and  reasonable  attorney's  fees as
incurred in connection with this engagement arising out of the acts or omissions
of the other party.

8. Representations.Consultant represents that it is not required to maintain any
   ---------------
licenses and registrations  under federal or any state regulations  necessary to
perform the services set forth herein. Consultant acknowledges that, to the best
of its knowledge, the performance of the services set forth under this Agreement
will  not  violate  any  rule  or  provision  of any  regulatory  agency  having
jurisdiction over Consultant.  Consultant  acknowledges that, to the best of its
knowledge,  Consultant and its officers and directors are not the subject of any
investigation,  claim,  decree or judgment involving any violation of the SEC or
securities laws.  Consultant  further  acknowledges  that it is not a securities
Broker Dealer or a registered investment advisor.  Company acknowledges that, to
the best of its knowledge, that it has not violated any rule or provision of any
regulatory agency having jurisdiction



<PAGE>


over the  Company.  Company  acknowledges  that,  to the best of its  knowledge,
Company  is not the  subject of any  investigation,  claim,  decree or  judgment
involving any violation of the SEC or securities laws.

9. Status as Independent  Contractor.  Consultant's  engagement pursuant to this
   ---------------------------------
Agreement shall be as independent contractor, and not as an employee, officer or
other agent of the Company.  Neither party to this Agreement  shall represent or
hold itself out to be the employer or employee of the other.  Consultant further
acknowledges  the  consideration  provided  hereinabove  is a  gross  amount  of
consideration and that the Company will not withhold from such consideration any
amounts as to income taxes,  social security payments or any other payroll taxes
unless it is advised by counsel  that it is  required  by law to do so. All such
income taxes and other such payment  shall be made or provided for by Consultant
and the Company shall have no  responsibility  or duties regarding such matters.
Neither the Company nor the  Consultant  possesses  the  authority  to bind each
other in any agreements  without the express written consent of the entity to be
bound.

10. Attorney's Fee. If any legal action or any arbitration or other proceeding
    --------------
is brought for the enforcement or interpretation  of this Agreement,  or because
of an alleged dispute,  breach,  default or misrepresentation in connection with
or related to this  Agreement,  the  successful  or  prevailing  party  shall be
entitled to recover  reasonable  attorneys'  fees and other costs in  connection
with that action or  proceeding,  in addition to any other relief to which it or
they may be entitled.

11. Waiver.  The waiver by either  party of a breach of any  provision  of this
    ------
Agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent breach by such other party.

12. Notices. All notices,  requests, and other communications hereunder shall be
    -------
deemed to be duly given if sent by U.S. mail, postage prepaid,  addressed to the
other party at the address as set forth herein below:

To the Company:

3DSHOPPING.COM
Lawrence Weisdorn, Chairman
308 Washington Blvd.
Marina Del Rey, CA 90292

To the Consultant:

The Del Mar Consulting Group, Inc.
Robert B. Prag, President
1310 Camino Del Mar; Suite B
Del Mar, CA 92014



<PAGE>


It is  understood  that either party may change the address to which notices for
it shall be addressed  by providing  notice of such change to the other party in
the manner set forth in this paragraph.

13. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by,
    -------------------------------------
construed and enforced in accordance with the laws of the State of California.

14. Arbitration.  Any  controversy  or claim arising out of or relating to this
    -----------
Agreement, or the alleged breach thereof, or relating to Consultant's activities
or remuneration under this Agreement, shall be settled by binding arbitration in
California,  in accordance with the applicable rules of the American Arbitration
Association,  and judgment on the award  rendered by the  arbitrators)  shall be
binding  on the  parties  and may be entered  in any court  having  jurisdiction
thereof.  The  provisions of Title 9 of Part 3 of the  California  Code of Civil
Procedure,   including  section  1283.05,  and  successor  statutes,  permitting
expanded  discovery  proceedings  shall be  applicable  to all disputes that are
arbitrated under this paragraph.

15.  Complete  Agreement.  This Agreement  contains the entire  agreement of the
     -------------------
parties relating to the subject matter hereof.  This Agreement and its terms may
not be changed  orally but only by an agreement  in writing  signed by the party
against  whom  enforcement  of any waiver,  change,  modification,  extension or
discharge is sought.

AGREED TO AND DATED THIS 14 April, 2000:

"Company"                                  3Dshopping.com


Date:                                        By:
                                              Lawrence Weisdorn, Chairman
                                              & Its Duly Authorized Officer

"Consultant"                               THE DEL MAR CONSULTING GROUP, INC.


Date:                                         By:
                                              Robert B. Prag, President
                                              & Its Duly Authorized Officer


<PAGE>


                      NON-QUALIFIED STOCK OPTION AGREEMENT
                      ------------------------------------

AGREEMENT, made as of 14`h day of April, 2000, by and between 3DSHOPPING.COM,  a
California  corporation (the "Grantor) having its principal executive offices at
308  Washington  Blvd.;  Marina Del Rey,  CA 90292,  and THE DEL MAR  CONSULTING
GROUP, INC., a California  corporation having its principal executive offices at
1310 Camino Del Mar; Suite B, Del Mar; CA 92014 (the "Optionee").

WITNESSETH:

WHEREAS, the Optionee has performed services for the Grantor; and

WHEREAS,  the Grantor desired the Optionee to perform such services on behalf of
the Grantor.

NOW,  THEREFORE,  in  consideration of the Optionee's  services  rendered to the
Grantor pursuant to the Consulting  Agreement by and between the Grantor and the
Optionee dated April 14, 2000 (the "Consulting  Agreement"),  the Grantor hereby
grants to the Optionee  options to purchase common stock of the Grantor,  no par
value per share ("Common Stock"), on the following terms and conditions:

1.        Option.
          ------

The Grantor  hereby  grants to the  Optionee a  non-qualified  stock option (not
qualified as described in Section 422 of the Internal  Revenue Code of 1986,  as
amended,  the  "Code") to  purchase up to an  aggregate  of Forty Five  Thousand
(45,000) fully paid and  non-assessable  shares of Common Stock (the  "Shares"),
subject to the terms and conditions set forth below.

2.        Exercise Price.
          --------------

The exercise  price shall be Fifteen  Dollars  ($15.00)  per share.  The Grantor
shall pay all  original  issue or transfer  taxes on the exercise of this option
and all other fees and expenses incurred by the Grantor in connection herewith.

3.        Exercise of Option.
          ------------------

All of the options granted hereby shall first become exercisable at such time as
80% of currently outstanding options are exercised. Subject to the provisions of
Paragraph 4 hereof, such options shall be exercisable in whole or in part at any
time  and  from  time to time  from the date on  which  the  options  are  first
exercisable  through the earlier of 5:00 p.m. Los Angeles,  CA time on April 14,
2004 or two years after the termination of the Consulting Agreement.

In order to  exercise  the option  granted  hereunder  in whole or in part,  the
Optionee shall deliver to the Grantor a written notice substantially in the form
of Notice of Exercise of Option to Purchase Shares attached hereto,  delivery to
be effected by  facsimile  and  original  copies to be  delivered  by  overnight
courier or by registered or certified mail, return receipt requested,  addressed
to the Grantor at its principal office.  Such notice shall specify the number of
Shares which Optionee is purchasing under the option herein granted and shall be
accompanied by either:


<PAGE>


(i) Payment (in the form of cash or check) for the Shares so being  purchased at
the  exercise  price so specified in the form of Notice of Exercise of Option to
Purchase Shares and therefor as specified in Paragraph 2 above; or

(ii) Optionee's  written direction to the Grantor to retain as consideration for
the option  exercise that number of Shares  (rounded  upward to the next highest
full  Share) so being  purchased  which  have an  aggregate  value  equal to the
product  derived by multiplying  (a) the number of Shares so being  purchased by
(b) the exercise  price so specified in the form of Notice of Exercise of Option
to Purchase  Shares and therefor as specified in Paragraph 2 above,  such Shares
to be valued for such  purposes at the highest  closing  price of the  Grantor's
Common Stock in the principal  market in which Shares trade on the three trading
days preceding the date on which such notice is delivered to the Grantor.

As soon as practicable thereafter but in any event within five (5) business days
after Grantor shall cause to be delivered to the Optionee certificates issued in
the  Optionee's  name  evidencing  (x) in the case payment of the exercise price
pursuant  to (i) above the full  number of Shares as to which  this  option  was
exercised by the  Optionee or (y) in the case of payment of the  exercise  price
pursuant to (ii) above the number of Shares remaining after subtracting from the
full number of Shares as to which this  option was  exercised  by Optionee  that
number of Shares  which  Grantor is to retain  pursuant to (ii) above.  Optionee
shall be  considered to be the holder and owner of the Shares to be evidenced by
such  certificates as of the close of business on the date Grantor  received the
notice of exercise  accompanied  by payment,  as  contemplated  herein,  without
regard to the date of actual issuance of the certificate (s)  representing  such
Shares.

4.        Divisibility and Non-Assignability of the Option.
          ------------------------------------------------

(a) The Optionee may exercise the option  herein  granted in whole or in part at
any time and from time to time,  subject to the provisions of Paragraph 3 above,
with respect to any whole number of Shares included therein, but in no event may
an option be exercised as to less than ten  thousand  (10,000)  Shares at any on
time,  except for the  remaining  Shares  covered by the option of less than ten
thousand (10,000).

(b) The Optionee may not give,  grant,  sell,  exchange,  transfer  legal title,
pledge, assign or otherwise encumber or dispose of the options herein granted or
any interest therein,  and the options herein granted,  or any of them, shall be
exercisable only by the Optionee or its legal successors.

5.        Stock as Investment.
          -------------------

By accepting this option, the Optionee agrees that it is Optionee's intention to
purchase Shares hereunder for investment and without any view towards the resale
or distribution  thereof. In the event Shares to be issued upon exercise of this
Option  have not been  registered  at the time of  proposed  issuance  under the
Securities Act of 1933, as amended (the  "Securities  Act"),  the Optionee shall
deliver  to the  Grantor at the time of such  issuance a written  representation
that  optionee is acquiring  such Shares in good faith for  investment  purposes
only and not for resale or  distribution.  Grantor  may place a "stop  transfer"
order  with  respect  to such  Shares  with  its  transfer  agent  and  place an
appropriate  restrictive  legend on the  stock  certificate(s)  evidencing  such
Shares,  in order to prevent  transfers  unless such Shares are registered under
the  Securities Act or an exemption from the  registration  requirements  of the
Securities Act is applicable.


<PAGE>


6.        Conditions to Issuance of Shares.
          --------------------------------

The Grantor shall issue and deliver  certificates  for Shares purchased upon the
exercise  of any  option  granted  hereunder,  provided  each  of the  following
conditions is satisfied,  which  conditions  the Grantor  hereby  undertakes and
agrees to satisfy or cause to be  satisfied:  (a) the  issuance  of such  Shares
shall have been registered with the Securities and Exchange Commission under the
Securities  Act of 1933, as amended,  or counsel to the Grantor shall have given
an opinion that such issuance is exempt from the  registration  requirements  of
such Act; (b) approval,  to the extent  required,  shall have been obtained from
any state regulatory body having  jurisdiction  thereof;  and (c) permission for
the listing of such Shares, if required,  shall have been given by NASDAQ or any
national securities exchange on which Shares are at the time of issuance listed.

7.        Adjustments Upon Changes in Capitalization.
          ------------------------------------------

(a) In the event of changes in the  outstanding  Common  Stock of the Grantor by
reason   of   stock   dividends,    stock   splits,    reverse   stock   splits,
re-capitalizations,   consolidations,   combinations,   exchanges   of   shares,
separations,  reorganizations,  liquidation's  or any  similar  events or events
having  similar  consequences,  the  number  and class of Shares as to which the
option may be exercised shall be  correspondingly  adjusted so that for the same
aggregate  exercise  price  the  Optionee  shall  be  entitled  to  acquire  the
securities and other property Optionee would have held if Optionee had exercised
the option granted hereunder for the number of Shares under  consideration prior
to the first of such events to occur and  continued  to hold such Shares and all
other  securities and other property  issued with respect  thereto in connection
with such events.  No adjustment shall be made with respect to cash dividends or
non-liquidating  dividends  payable in  property  other  than  cash,  so long as
Grantor provides  Optionee with written notice of any such proposed  dividend at
least  fifteen  (15) days prior to the record  date for such  dividend.  Grantor
shall also give  Optionee  prompt  written  notice of any event  resulting in an
adjustment under this Paragraph 7 (a), including a detailed  computation of such
adjustment.

(b) Any adjustment in the number and kind of Shares and other  securities  shall
apply  proportionately  to only the  unexercised  portion of the option  granted
hereunder at the time of the event given rise to the adjustment. If fractions of
a Share would result from any such  adjustment,  the adjustment shall be revised
to the next  higher  whole  number of Shares so long as such  increase  does not
result in the holder of the option being deemed to own more than 5% of the total
combined  voting  power or value of all  classes of stock of the  Grantor or its
subsidiaries,  in which case the  adjustment  shall be revised to the next lower
whole number of Shares.

8.        Effect of Mergers, consolidations or Sales of Assets.
          ----------------------------------------------------

In the event Grantor should  propose to merge or consolidate  with, or engage in
some other form of business combination with, any other corporation or entity on
a basis in which Grantor is not to be the surviving entity,  then as a condition
precedent to proceeding with such merger, consolidation or other business entity
to assume and perform all of  Grantor's  obligations  under the right to acquire
the same securities and property for the option exercise price specified  herein
as Optionee  would have received if Optionee had  exercised  the option  granted
herein  immediately  prior  to such  merger,  consolidation  or  other  business
combination.  To the extent the above may be inconsistent  with Sections 424 (a)
(1) and (2) of the Code,  the above shall be deemed  interpreted so as to comply
therewith.


<PAGE>


9.        No Rights in Option Stock.
          --------------------------

Optionee  shall have no rights as a shareholder in respect of Shares as to which
the option granted  hereunder  shall not have been exercised and payment made as
herein provided.

10.       Effect Upon Employment.
          -----------------------

This  Agreement  does not give the Optionee any right to  employment  by, or any
other relationship with, the Grantor.

11.       Binding Effect.
          --------------

Except as herein otherwise expressly  provided,  this Agreement shall be binding
upon and inure to the benefit of the parties  hereto,  their  successors,  legal
representatives and assigns.

12.       Miscellaneous.
          --------------

This  Agreement  shall be  construed  under the laws of the State of  California
applied to  agreements  made and to be  performed  entirely  within  such State.
Headings have been included  herein for  convenience of reference only and shall
not be deemed a part of this Agreement.

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first above written.

3DSHOPPING.COM

Lawrence Weisdorn, Chairman
& Its Duly Authorized Officer

ACCEPTED AND AGREED TO:

THE DEL MAR CONSULTING GROUP, INC.

Robert B. Prag, President and Its Duly Authorized Agent





<PAGE>


                 NOTICE OF EXERCISE OF OPTION TO PURCHASE SHARES
                 -----------------------------------------------

TO:       3DSHOPPING.COM

The undersigned  hereby  exercises the option for the purchase of shares with an
exercise price of Fifteen Dollars ($15.00) according to the terms and conditions
of that certain Non-Qualified Stock Option Agreement, dated as of April 14, 2000
between  3DSHOPPING.COM and the undersigned (the "Agreement") and herewith makes
payment  of the  exercise  price in full in  accordance  with the  terms of said
Agreement by (check one):

[ ] (i) payment in the form of cash or certified or bank cashier's check for the
Shares so being  purchased at the  exercise  price of Fifteen  Dollars  ($15.00)
therefore as specified in Paragraph 2 of the Agreement; or

[ ] (ii) these written  direction to the Grantor to retain as consideration  for
the  option  exercise  that  number of the  Shares  (rounded  upward to the next
highest full Share) so being purchased which have an aggregate value (valued for
such purposes at the highest closing price of the Grantor's  Common Stock in the
principal  market in which Shares trade on the three trading days  preceding the
date on which this Notice is delivered to  3DShopping.com)  equal to the product
derived by  multiplying  (a) the number of Shares so being  purchased by (b) the
exercise price Fifteen Dollars ($15.00)  therefor as specified in Paragraph 2 of
the Agreement;

The undersigned is purchasing  such shares for investment  purposes only and not
with a view to the sale or  distribution  thereof.  Kindly issue the certificate
for such shares in accordance with the instructions given below.

Robert B. Prag, President

Taxpayer I.D. Number:

Instructions for issuance of stock:

Name

Street Address

City                       State                         Zip Code