The document proposes a 3-D graphical authentication system as an alternative to traditional textual passwords. It describes users having difficulty with passwords that are hard to remember but easy to crack. The proposed system uses a 3-D virtual environment where the password is a sequence of interactions with objects. This combines elements of recognition, recall, tokens, and biometrics. Guidelines for designing the virtual environment include making it similar to real life and ensuring objects are unique and distinguishable. The system could protect critical systems by offering a very large password space through its multi-factor approach.