MUTUAL GENERAL RELEASE - (Lawrence Weisdorn)
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This Mutual  General  Release  ("Release")  dated as of  September  1, 2000,  is
entered  into  by and  between  3DShopping.com  d.b.a.  O2  Essential  Marketing
Technologies  ("Employer"),  a California  Corporation,  and  Lawrence  Weisdorn
("Weisdorn"), with reference to the following facts:

       A.      WHEREAS,  Employer,  a developer and  distributor of  proprietary
               3-D Internet  e-commerce  display  technology   ("Employer's
               Business"), engaged Weisdorn on August 13, 1996.

       B.      WHEREAS,   effective  September  1,  2000,  Weisdorn  voluntarily
               resigned his employment with Employer ("Separation Date").

       C.      WHEREAS,  Employer and Weisdorn  desire to discharge  one another
               with respect to any further obligations owed to each other.

WHEREFORE,  FOR GOOD AND VALUABLE  CONSIDERATION,  the  sufficiency  of which is
hereby  acknowledged,  and in further  consideration of the mutual covenants and
agreements contained herein, Employer and Weisdorn agree as follows:

      1.  RELEASE:
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           a.  Release by Weisdorn  and Period of  Revocation.  Weisdorn  hereby
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               fully  releases and  discharges  Employer,  including  Employer's
               affiliated entities,  and subsidiaries (past and present) and the
               current   or   former    officers,    directors,    shareholders,
               administrators,  assigns, agents, attorneys and all successors in
               interest, forever, from any and all obligations, losses, damages,
               debts, agreements,  liabilities, demands, costs, expenses, claims
               and causes of action, known or unknown,  fixed or contingent,  of
               any kind or nature whatsoever ("Claims"),  which he ever had, now
               has or may hereafter have, arising from, concerning or pertaining
               to Employer's Business and/or the employment relationship between
               Employer and Weisdorn  from the  beginning of time to the date of
               this Release.  Except as provided below,  Weisdorn shall not have
               any further involvement in Employer's Business.

               Without  limiting the generality of the  foregoing,  this Release
               includes  any claim  under  Title VII of the Civil  Rights Act of
               1964, as amended,  and,  except as expressly  provided  otherwise
               herein, any claim for: severance pay; bonus; sick leave; workers'
               compensation;  holiday pay; vacation pay; life insurance; health,
               dental or disability benefits;  or any other fringe benefit.

               This  Release  applies to any rights or claims  Weisdorn may have
               under the Age Discrimination in Employment Act, as amended. Under
               the  requirements of the Older Workers'  Benefit  Protection Act,
               Weisdorn  has 45 days to  consider  this  Release,  while  he may
               accept  or  reject it in less  time  than  that.  Employer  urges
               Weisdorn to use as much of the time as necessary to consider this
               Release and consult  with an  attorney in  connection  therewith.
               Weisdorn has 7 days following

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               signature of this  Release to revoke it, and this  Release  shall
               not become  effective or  enforceable  until  expiration  of this
               7-day revocation period. If Weisdorn opts to revoke this Release,
               he must contact Employer's Legal department to advise Employer of
               his  revocation  decision,  and Weisdorn must also send a written
               notice of such revocation decision to Employer.

           b.  Release  by  Employer.   Employer   hereby  fully   releases  and
               ---------------------
               discharges  Weisdorn,  his  heirs,   executors,   administrators,
               successors and assigns,  forever,  from any and all Claims, which
               Employer ever had, now has or may hereafter  have,  arising from,
               concerning  or  pertaining  to  Employer's  Business  and/or  the
               employment  relationship  between  Employer and Weisdorn from the
               beginning of time to the date of this Release.

      2.  ACKNOWLEDGEMENTS/CONSIDERATION:  As consideration for the execution of
          ------------------------------
          this Release and performance of its terms and conditions,  Employer
          will provide the following to Weisdorn:

           a.  Two (2) year  severance  pay in the gross amount of $300,000.  On
               the date following the date that this Release  becomes  effective
               and fully in force,  Employer  shall make a severance  payment to
               Weisdorn  in the  gross  amount of  $150,000,  less  $30,175  for
               applicable  withholding  taxes.  Employer  shall pay Weisdorn the
               remaining gross amount of $150,000, net of applicable withholding
               taxes  (and  without  interest),   within  three  days  following
               Employer's  receipt of  proceeds  from  Employer's  next round of
               financing  obtained  from  unaffiliated   third  parties.   These
               payments shall represent full and complete  compensation  for all
               services  rendered by Weisdorn  to  Employer in  connection  with
               Employer's Business.

           b.  Pursuant to that certain  Non-Qualified  Stock  Option  Agreement
               ("Option  Agreement") dated as of May 30, 2000,  between Employer
               and Weisdorn,  Weisdorn has an option to purchase  100,000 shares
               of  Employer's  stock.  Employer  hereby  agrees that the vesting
               requirement  for  these  shares  has been  waived  and are  fully
               vested. Employer agrees that Weisdorn has 18 months commencing on
               the Separation Date in which to exercise his stock options at the
               exercise  price of $7.70  per share  ("Options"),  which 18 month
               period expires on March 1, 2002.

           c.  Reimbursement  for  expenses in the amount of $149.47,  for which
               Employer has received proper documentation.

           d.  Weisdorn  may retain the black file  cabinet and lap top computer
               of Employer's currently in his possession; and

           e.  Until  October  15,  2000,   Employer  will  maintain  Weisdorn's
               existing internet address of LW@3Dshopping.com.
                                            -----------------


         Weisdorn shall fully account to Employer for any of Employer's property
         currently  in  Weisdorn's  possession  or control,  and shall return to
         Employer  any  such  property  within  7 days  (except  for the lap top
         computer and black file cabinet as noted in Paragraph 2(d)

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         above).

         Weisdorn  agrees to cooperate with Employer in connection  with winding
         down any of Weisdorn's  unfinished  projects.  Weisdorn shall return to
         Employer  all  office  keys  and  identification  cards  (the  cellular
         telephone and American Express Card have been returned). Weisdorn shall
         promptly submit any outstanding cellular telephone and American Express
         bills to  Employer  with  proper  documentation  and shall  immediately
         reimburse Employer for any personal expenses incurred thereon.

      3. PRIOR AGREEMENTS:
         ----------------

           a.  Except  as set  forth  in  Sections  3(b) and  (c),  all  rights,
               obligations  and   responsibilities  of  the  parties  under  the
               Management  Change  Agreement  dated  May 30,  2000 and any other
               agreement  between Weisdorn and Employer are hereby terminated in
               all respects.

           b.  All rights,  obligations and responsibilities of Weisdorn under
               the Employee Non-Disclosure  Agreement dated March 17, 2000
               between Weisdorn and Employer shall remain in full force and
               effect following the Separation Date.

           c.  All rights,  obligations and  responsibilities  of Weisdorn under
               the Option Agreement, as amended pursuant to Section 2(b) hereof,
               shall remain in full force and effect  following  the  Separation
               Date.

      4. RESTRICTIONS ON SALE OF SHARES:
         ------------------------------


           a.  Weisdorn agrees that he will not sell, transfer,  hypothecate, or
               otherwise  dispose of more than 100,000 shares of common stock of
               Employer currently owned by Weisdorn or issuable upon exercise of
               Options held by Weisdorn (collectively,  the "Shares") during any
               quarterly  period (the first quarterly  period to commence on the
               Separation  Date) without the prior written  consent of Employer,
               such consent not to be unreasonably  withheld.  The  certificates
               representing  the Shares  will be legended  accordingly  and such
               legend  shall  be  removed  at the  beginning  of each  quarterly
               period, from the Shares at the rate of 100,000 shares per quarter
               on a  cumulative  basis.  Employer  will use its best  efforts to
               facilitate   through  its  Transfer  Agent  the  removal  of  the
               restrictive legend as soon as possible.  In the event of a merger
               or  acquisition  of  Employer  which  involves  more  than 50% of
               Employer's  issued and  outstanding  common stock,  Employer will
               immediately  cause the restrictive  legend to be removed from the
               remaining Shares held by Weisdorn.


           b.  If required by the managing underwriter or placement agent of any
               offering of Employer's  securities,  Weisdorn agrees to execute a
               "lock-up" agreement, pursuant to which Weisdorn will agree not to
               sell,  transfer,  hypothecate,  or otherwise dispose of shares of
               Employer's  common  stock  owned by  Weisdorn  or  issuable  upon
               exercise of Options held by Weisdorn,  without the prior  written
               consent  of  Employer.  The  number  of  shares  subject  to such
               agreement  and  the  length  of  the  lock-up   period  shall  be
               determined  pursuant to good faith negotiations  between Weisdorn
               and the underwriter or placement agent.

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      5.  REPRESENTATIONS AND WARRANTIES: The Parties hereby represent,  warrant
          ------------------------------
          and covenant, that: (i) neither has heretofore assigned or transferred
          or purported to assign or transfer to anyone any claim, demand, action
          or cause of action based upon or arising out of or  pertaining  to any
          of the matters or things released herein; (ii) each has the sole, full
          and lawful authority to release and forever discharge any such claims,
          demands,  actions or causes of action  based upon or arising out of or
          pertaining to any of the matters or things released herein; (iii) each
          has consulted  with his own attorney and executed this Release  freely
          and voluntarily; (iv) each will cooperate with the other in connection
          with timely  executing any  documentation  necessary to effectuate the
          terms of this Release; and (v) this Release shall be binding upon each
          party and its respective successors and assigns.

      6.  NO  FURTHER  PAYMENTS  OR  OBLIGATIONS:  Payment  of the sum set forth
          --------------------------------------
          in Paragraph 2 above shall constitute the only sum payable by Employer
          to Weisdorn with respect to this Release,  Employer's  Business or any
          Claim. Except for the obligations set forth in this Release,  Employer
          shall have no further  obligations  to  Weisdorn  with  respect to the
          employment  relationship or Employer's  Business.  Except as otherwise
          required by law or provided  herein,  Weisdorn's  salary and  benefits
          will cease as of the Separation  Date,  and any  entitlement he has or
          might have under any provided  benefit  program will cease.  As of the
          date  hereof,  Weisdorn  waives  his  right to  collect  any  Workers'
          Compensation benefits in connection with Employer.

      7.  WAIVER:  Employer  and Weisdorn  intend and agree that this  Release
          ------
          shall be  effective as a full and final  accord and  satisfaction  and
          general  release  of and  from  all  Claims  released  and  discharged
          hereunder. In furtherance thereof, Weisdorn acknowledges that Weisdorn
          is  familiar  with  Section  1542 of the  Civil  Code of the  State of
          California, which states as follows:

               "A general  release  does not extend to claims which the creditor
               does not  know or  suspect  to exist in his  favor at the time of
               executing the release, which if known by him must have materially
               affected his settlement with the debtor."

          The parties are executing  this Release  voluntarily,  and each waives
          any and all rights  Weisdorn  has or may have under  California  Civil
          Code  Section  1542,  any  successor  section to it,  and/or any other
          statute or common law principle of similar effect.  In connection with
          this waiver and the Release,  Weisdorn  acknowledges  that he is aware
          that he may discover claims presently  unknown or unsuspected or facts
          in addition to or different  from those which he now knows or believes
          to be  true  with  respect  to  the  Claims  released  and  discharged
          hereunder. Nevertheless, Employer and Weisdorn intend by this Release,
          and with  and  upon the  advise  of such  parties'  own  independently
          selected  counsel,  to release  fully,  finally and forever all Claims
          released and discharged  hereunder.  In furtherance of such intention,
          the releases  set forth in this Release  shall be and remain in effect
          as full and complete  releases of the Claims  released and  discharged
          hereunder  notwithstanding  the  discovery  or  existence  of any such
          additional or different claims or facts relevant hereto.

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      8.  REFRAIN FROM  COMMENCING  LAWSUIT:  Employer and Weisdorn  agree to
          ---------------------------------
          forever  refrain  from  commencing,  instituting  or  prosecuting  any
          lawsuit, action or other proceeding against the other party, based on,
          arising out of or in connection  with any  obligation,  loss,  damage,
          debt, agreement,  liability,  demand, cost expense,  claim or cause of
          action that is released and discharged hereunder.

      9.  PUBLICITY:  Weisdorn  will take no action or make any  statement or
          ---------
          comment that  directly or  indirectly  disparages  the  reputation  of
          Employer or any of its affiliates or any of their directors, officers,
          employees or businesses.

      10. MISCELLANEOUS: The scope and  effect of each  party's  obligations  to
          -------------
          the other under this Release (collectively,  "Obligations") will be as
          broad  as  may  be  permitted  under   applicable  law,  and  will  be
          ineffective to the extent that it purports to restrict either party to
          a greater  extent  than  permitted  thereunder.  The  Obligations  are
          independent of any similar  covenants agreed to by the parties and may
          be  enforced  without  regard  to  the   enforceability  or  continued
          effectiveness of any such other covenants.

      11. ENTIRE AGREEMENT: This Release, which shall be construed in accordance
          ----------------
          with  the laws of the  State of  California,  constitutes  the  entire
          agreement and understanding between the parties in connection with the
          above matters and supersedes all prior agreements,  whether written or
          oral, in connection therewith.

ACCEPTED AND AGREED:

LAWRENCE WEISDORN  ("WEISDORN")           3DSHOPPING.COM d/b/a O2
                                          ESSENTIAL MARKETING
                                          TECHNOLOGIES ("EMPLOYER")



By                                        By
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Date:                                     Title :
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                                          Date:
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