I would appreciate smart answers.
For display purposes, having different projection is not a problem.
> How can I get them to common spatial reference and drape .
Use the "project" tool to convert from one projection to another.
> I tried georeferencing orthophoto but when I export it , the image
> blackens away.
What do you mean by "blackens away"? You may want to play, in the layer
option, with the type of scaling it does.
For "3D", try ArcScene... you can play with the light source as well.
Jean