3Dshopping.com Completes Sale of Units on AMEX, Announces Corporate Changes.

LOS ANGELES--(BUSINESS WIRE)--July 26, 1999--

3Dshopping.com Monday announced that the company successfully completed its sale of units on the American Stock Exchange on Friday, July 23, and received approximately $12 million for the sale of units, which comprised 1.1 million shares of common stock and 1.1 million warrants for the purchase of common stock.

In commenting on this landmark in the company's three-year life, founder and Chief Executive Officer Lawrence Weisdorn stated, "The funding which we received will now allow us to implement our plan of using the 3Dshopping system(TM) to become the single service solution for manufacturers, retailers and advertisers seeking to enrich the display of their products on the Internet to improve viewing experience and, hence, buying interest."

Commenting further, Weisdorn stated: "The past month has seen the addition of several key members of management who will help bring the company's goal to fruition. Leading off the additions was Mr. Robert `Bob' Vitamante, who joined us as our president and chief operating officer.

"Bob had been an executive officer of several public and private companies with a strong focus on marketing and customer service. This included Pinkerton's Inc. and The Olsten Corp., two public companies where he also served as their chief financial officer.

"His leadership and financial skills and practical experience in planning, systems, team and organizational development, mergers and acquisitions, and communications will allow us to build rapidly from start-up to a well-structured, technically advanced organization.

"My goal in attracting Bob to our team was to bring a true partner to help us fulfill the vision that I and other members of 3D had developed. In a very short time, Bob has taken the reins and is implementing a clearly defined infrastructure and organizational links that will blend the old with the new, including the completion of the merger of Design Base LA, which we acquired as of April 1st."

Vitamante said: "I'm very pleased and excited to join 3D at this stage of its growth cycle. While the management of 3D has been absorbed by the stock-offering activities in recent months, I am quite appreciative of the support that they have given me.

"Lawrence and I complement each other exceptionally well in terms of vision and execution. He has clearly been a marketing and technology visionary in developing the 3Dshopping system(TM) to enhance a viewer's experience of electronic displays on the Internet (or client intranets) to encourage a buying decision.

"This appears to be particularly important for products needing a full display to enable prospective purchasers to fully appreciate items, such as with apparel, fashions, antiques, etc., where Internet sales activity has been relatively minimal.

"A visit to the company's Web site (3Dshopping.com) quickly allows the viewer to experience the difference between it and the large field of undifferentiated Web sites of companies, Web hosters and ISPs.

"Postage-stamp photos and confusing arrays of banner ads simply don't provide sufficient information for many would-be buyers on the Internet. With the financial and management resources now available to 3D, the company will make its presence increasingly known to advertisers, retailers and manufacturers."

Also joining the company this month as senior vice president, Technology Operations, was Mike Mellin, a highly seasoned technologist with extensive experience in Web development and strategic technology solutions.

His recent background has included roles as vice president of Technology and managing director of the San Francisco operations of Think New Ideas Inc., director of New Media & Advance Technology for Times Mirror Co., and director of Technology & System Integration for Prodigy Services Co.

Under his direction, 3Dshopping.com expects to maintain a highly effective, relevant presence on the Web. Given his proven creative solution skills, the company anticipates that Mellin will be especially valuable in assisting clients that continue to struggle with their positioning on the Internet or are otherwise seeking ways to maximize the benefits of the company's Web mall or their stand- alone sites.

Also, with his extensive background in engineering and process development, he will be working to improve the existing 3Dshopping system(TM) to accelerate the company's ability to move quickly from two-dimensional photography to more robust, three-dimensional rotational views.

In seeking to rapidly enable the organization to fulfill its mission, the company also added skilled professionals during the month to help direct legal affairs, strategic planning, financial analysis, customer analysis and service, quality control and assurance, and human resources.

Vitamante's financial leadership skills and knowledge from his background and experience as a CFO for public and nonpublic companies will allow for the rapid transformation of financial systems and information flows to enable the company to track and measure progress in its various activities.

Also along organizational lines, the company is completing plans for the relocation and consolidation of its three operating offices into one site, bringing under a single roof sales, marketing, production and technology. The consolidation of these activities will allow for the creation of a single corporate culture and a more immediate sharing of marketing and production ideas.

The company expects that this will greatly benefit its creative and service capabilities, enabling faster, more complete solutions for its clients. It is expected that this important structural change will be completed by late summer.

In terms of business-development activities, the company is refining its sales and marketing message for the 3Dshopping system(TM) to better capture the breadth of the company's service capabilities and to align them more clearly with client needs.

With the absorption of the mail-order catalog production capabilities of DBLA, the company can now provide a wider spectrum of services to meet client needs.

For example, the company now has the capacity for:

--   Complete "catalog-to-Web-site services," including the creation
     and distribution of mail-order catalogs synchronized to Web-site
     presence, on either 3D's mall or the client's own individual
     site.
--   Classic mail-order catalog production services for those clients
     not wishing the added Web-site value. Such services are
     completely scalable to client needs, including creative and
     artistic design, photography, printing and distribution.
--   Internet strategy services for those clients still defining the
     role of the Internet in their marketing activities as well as
     those seeking to maximize the appeal of their own existing Web
     sites.
--   Three-dimensional rotational presentations and other highly
     graphic displays of client products and services on 3D's Web mall
     or on the client's own individual site.
--   Complete back-end services for any client on the company's Web
     mall, with services including a "shopping cart" and detailed
     reporting.

On the client-development front, 3Dshopping.com reported the planned addition of the fashions created by Trina Turk to its Web site. Turk was named the California Designer of the Year for 1998.

The company said it is pleased that a designer with Turk's artistic and creative talent recognizes the potential of its 3Dshopping system(TM) for the display experience that is available to (and necessary for) viewers of fashion. Development has begun for her site, and installation is expected by early fall.

In addition, 3Dshopping.com's mall site for Blue Marlin, a San Francisco-based vintage baseball hat designer and manufacturer, has just been expanded to include rotational and zoom capabilities. This company's products were recently heralded in various media for their unique design and appeal to celebrities such as Bruce Willis and Cindy Crawford.

Most recently, Hertz Furniture, a manufacturer that offers a line of fine office furniture, has joined 3Dshopping.com's client ranks. The site for this new client will allow the viewer to see the texture of the woods employed as well as the fine craftsmanship. Completion of this site is planned for late summer.

The company is also in discussions with several domestic and international companies and groups regarding the application of the company's technologies to product offerings in apparel and in antiques, and for customer service. The company is also awaiting final approvals for Web projects from branded companies in the fall that have previously indicated a high degree of interest in its capabilities.

On the mail-order-catalog production-development front, the company has just been awarded a catalog production project for BioBottoms, a leading children's-wear manufacturer and retailer. This project is scheduled for completion in late fall. In addition, the company is just completing a catalog project for House of Almonds.

About 3Dshopping.com

3Dshopping.com is a Los Angeles-based e-commerce marketing and technology company that offers a three-dimensional production and display system and an e-commerce shopping mall for client products and services.

Through its proprietary 3Dshopping system(TM), comprising "non-plug-in" 3-D technology and specialized production and photographic techniques, and its highly experienced creative and technology production staff, it produces cost-effective multimedia Internet storefronts for clients on its Web mall, 3Dshopping.com.

At individual client storefronts in the mall, visitors can view full, 360-degree rotational product displays that give customers a more fully satisfying and complete buying experience in an interactive environment, and full purchasing support. With more than 12,000 skus of product on its mall, the company offers the largest 3-D display of product on the Internet.

For clients with their own Internet or intranet sites, the company offers full-scale creative and technological services, embodying the same capabilities available at the 3D mall. In addition, through its catalog design and production unit, the company offers the ability to completely integrate and synchronize direct sales efforts on the Web and through mail order.

Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward- looking statements that involve a number of risks and uncertainties. Numerous important factors, risks and uncertainties affect the company's operating results and could cause actual results to differ materially from the results implied by these and other forward-looking statements. In addition, it is possible that the assumptions made by management in making such forward-looking statements may not materialize and that the future results may not meet the company's expectations. Readers should pay particular attention to the information set forth in the company's filings made by the company with the Securities and Exchange Commission, which describes certain additional risks and uncertainties that could cause actual results to vary materially from the future results covered in such forward- looking statements.