May 22, 2000

Mr. Joel Gayner
128 Stagecoach Road
Bell Canyon, CA  91307

RE: Offer Letter Amendment
-----------------------

Dear Joel:

Your Offer  Letter  ("Offer  Letter")  dated as of  February  7,  2000,  between
3Dshopping.com  ("Company") and you, is hereby amended as follows. The remaining
terms of the Offer Letter remain in full force and effect:

Start Date/Title    Effective May 15, 2000, you are hereby  promoted
----------------    to the offices of President and Chief  Operating  Officer of
                    the Company.

Base  Salary        $[___]  bi-  weekly,  which  is  the  equivalent  of
-----------        $200,000 when annualized.


Bonus/Incentive     The reference to commissions  as per the attached  Exhibit I
---------------     is hereby deleted.



Nothing  in this  letter  shall  be  construed  to  imply  that  you can only be
terminated for cause.  If you have any questions  regarding  this offer,  please
give me a call.
Sincerely,


Bob Vitamante
President and COO


Accepted and agreed:
                    -----------------------------------


We are very  pleased  to  confirm  our  offer of the  position  of  Senior  Vice
President,  Sales and  Marketing  for our Company,  3Dshopping.com.  You will be
reporting  directly to me as Our offer is subject to a successful  completion of
our pre-employment  procedure,  which consists of criminal, credit and reference
checks, and the execution of an employee nondisclosure agreement. An Application
Statement is required in order for us to begin the pre-employment  procedure and
we will fax that to you upon your verbal  acceptance of this offer. My executive
assistant and Human Resource  Administrator,  Ms. Lynda Gibson,  will coordinate
with you on these items and help you with any questions in my absence.
<PAGE>

The principal terms and conditions of our offer are as follows:


Stock Options       Subject to the approval of our Board of  Directors  prior to
-------------       your start  date,  you will be  granted  stock  options  for
                    50,000  common  shares  at  the  price  the  day  you  start
                    services, or at such price as the Board of Directors may, in
                    its  sole  discretion,  may  otherwise  establish.  Of  such
                    options,  5,000 will vest on your start date and the balance
                    at the rate of 5,000 shares per four month `period' over the
                    ensuing   three   years,   commencing   on  June  9th,   and
                    periodically   thereafter.   The   vesting  of  options  may
                    accelerate pursuant to the formula contained on Exhibit I.



<PAGE>


Term/Severance      You will be an `employee at will'.  However, your employment
-------------       term  will be a  minimum  of six  months.  In the  event the
                    Company  terminates  you after the completion of a six-month
                    period  other than for cause,  you will  receive a severance
                    payment equal to six months pay upon the  Company's  receipt
                    of appropriate releases.

Benefits            We  have  enclosed  a  handout  entitled  Brief  Summary  of
--------            Benefits,  which generally summarizes the package offered to
                    employees of the  Company.  As an  executive  officer,  your
                    vacation  is  expanded  to three  weeks  per  year,  accrued
                    ratably over the period.  Your  coverage  for most  benefits
                    will  commence  the 1st of the month  following  your  start
                    date.  More detailed  information  will be  distributed at a
                    personal briefing at the time you start.

Nothing  in this  letter  shall  be  construed  to  imply  that  you can only be
terminated for cause.  If you have any questions  regarding  this offer,  please
give me a call.  Once we have your  verbal  acceptance,  Lynda will  forward the
necessary paperwork to move forward and complete the process.

Exhibit I

Joel Gayner employment offer letter

February 7, 2000


     -    Commission  schedule  as  below  for  year one  (each  period  is four
          calendar months)

Commission rates                      Period 1    Period 2   Period 3
Group sales (new)                        2.00%      1.50%       1.00%
Group sales (Existing)                   0.50%      0.50%       0.50%
Personal                                 2.00%      2.00%       2.00%

     -    Advance commission of $2k per month for first four months,  guaranteed
          minimum, but offset able against other commissions.
     -    Initial  option grant for 50,000  shares,  with 5,000  shares  vesting
          immediately  and  balance  vesting  over 3  years  in  equal  periodic
          installments of four months each, subject to acceleration as described
          below:
          *    Vesting   acceleration  at  the  end  of  each  period  equal  to
               commissions earned each period divided by 15
          *    Shares from accelerated  vesting reduce future vesting,  starting
               with year three, then year two, etc.
     -    Additional  option  grants for 10,000 shares for each million in group
          sales over $3 million in year one
     -    Takeover  acceleration  of  option  grants  equal to no less  than one
          year's acceleration, subject to board approval