10KSB

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2000

Commission File Number 0-24001

JVWEB, INC.

(Name of small business issuer in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

76-0552098
(I.R.S. Employer Identification No.)

5444 Westheimer, Suite 2080
Houston, Texas 77056
(713) 622-9287
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Common Stock, $.01 Par Value

Indicate by check mark whether registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [X] NO [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended June 30, 2000 were $93,047.

The aggregate market value of the voting stock held by non-affiliates of the registrant on October 9, 2000 was $1,066,608. The number of shares outstanding of the registrant’s Common Stock, $.01 par value, as of October 9, 2000 was 13,097,946.

Transitional Small Business Disclosure format (Check one): YES [ ] NO [X]

                                                        INDEX

                                                                                                        Page Number
                                                       PART I.

Items 1. & 2.     Business and Properties.                                                                     3

Item 3.           Legal Proceedings.                                                                          24

Item 4.           Submission of Matters to a Vote of Security Holders.                                        25

                                                      PART II.

Item 5.                    Market for the Registrant's Common Equity and Related
                  Stockholder Matters.                                                                        25

Item 6.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                                                        25

Item 7.           Financial Statements.                                                                       29

Item 8.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure.                                                        29

                                                      PART III.

Item 9.           Directors, Executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the Exchange Act.                                 29

Item 10.          Executive Compensation.                                                                     30

Item 11.          Security Ownership of Certain Beneficial Owners and
                  Management.                                                                                 32

Item 12.          Certain Relationships and Related Transactions.                                             33

                                                      PART IV.

Item 13.          Exhibits and Reports on Form 8-K.                                                           33

ITEMS 1 and 2. BUSINESS AND PROPERTIES.

INTRODUCTION

        JVWeb, Inc. (the “Company”) was incorporated on October 28, 1997 under the laws of the State of Delaware. The Company was formed for purposes of pursuing electronic commerce opportunities. On May 20, 1998, the Company became publicly-held through the distribution by Eurbid.com, Inc., f/k/a “LS Capital Corporation” (“Eurbid.com”), of certain of its shares of the Company’s common stock to Eurbid.com’s stockholders.

        At the time the Company was formed, electronic commerce opportunities were expected to arise in several different ways. However, the Company expected primarily to offer products, services, content and advertising by means of sites on the World Wide Web (the “Web”) of the Internet. The Company expected that the products, services, content and advertising would usually be offered by joint ventures between the Company and established businesses although occasionally they would be offered directly by the Company itself. In the case of joint ventures, the Company expected to contribute technical expertise and (in certain instances) financial assistance in developing the joint ventures’ Web sites, while the joint venture partners would be responsible for furnishing the joint ventures’ products or services, the content for the joint ventures’ Web sites, and the related business expertise. This area of the Company’s business is referred to herein as the joint venture division; in the past, the Company has referred to this area of its business as the brands-under-management division. The Company also expected secondarily to sell the technological, marketing and other abilities that the Company had acquired or in the future may acquire. This area of the Company’s business is referred to herein as the fee-for-service division. From time to time the Company has given a greater emphasis to one of these division over the other.

        During the course of the audit of the Company’s fiscal 2000 financial statements, the Company’s independent auditors took exception to the Company’s valuation of certain of its assets. The revaluation of these assets for financial accounting purposes resulted in a write-down of $1,636,365. This write-down contributed to a net loss in fiscal 2000 of $3,054,356. Moreover, the Company has incurred net losses since inception, so that the Company had an accumulated deficit of $4,366,183 as of June 30, 2000. Furthermore, during fiscal 2000, the Company’s financial resources dwindled considerably. Greg J. Micek, a director and the President of the Company, has provided a significant portion of the Company’s financing throughout its history. However, Mr. Micek is not legally obligated to provide funds and can not be legally compelled to do so. Mr. Micek has indicated that his provision of funds can not continue indefinitely. As a consequence of all of these developments, the Company has aggressively cut costs and reduced operations. The Company now intends to seek actively an appropriate merger candidate in a transaction that would likely result in a change in the control and management of the Company. The search of an appropriate merger candidate commenced only in early October 2000, and no material discussions regarding such a merger are going on at the present time. There can be no assurance that a merger will be completed. If no merger is completed, the Company intends to continue to pursue its business plan (to the extent that the Company remains able) at a reduced level from that pursued during fiscal 2000. Much of this Annual Report assumes that a merger is not completed and the Company continues with its pursuit of its business plan in the manner described in the preceding sentence.

        The address of the Company is 5444 Westheimer, Suite 2080, Houston, Texas 77056, and its telephone number is 713/622-9287. The Company’s own Web site is located at http://www.jvweb.com. Information contained in the Company’s Web site shall not be deemed to be a part of this Annual Report.

RISK FACTORS

        In addition to the other information in this Annual Report, the following risk factors, among others, should be considered carefully in evaluating the Company and its business. Unless the context requires otherwise, the terms "we", "us" and "ours" (as used in these Risk Factors) refers to the Company and the joint ventures in which it participates.

        WE EXPECT TO HAVE FUTURE CAPITAL NEEDS, AND THE PROCUREMENT OF ADDITIONAL FINANCING TO MEET THESE NEEDS IS UNCERTAIN. A MEMBER OF OUR MANAGEMENT HAS PROVIDED A SUBSTANTIAL PORTION OF OUR FINANCING, AND THERE CAN BE NO ASSURANCE THAT HE WILL CONTINUE TO PROVIDE FINANCING.

        We currently have no meaningful flow of revenues. Our future liquidity and capital requirements will depend upon numerous factors, including the success of our existing and future services and the success of our Web sites. We anticipate that during fiscal 2001 we will need to raise additional funds through public or private financing, strategic relationships or other arrangements. There can be no assurance that such additional funding (if needed) will be available on terms acceptable to us. The general downturn in the financing of electronic commerce ventures has further limited our ability to obtain financing. Furthermore, debt financing (if available and undertaken) may involve restrictions limiting our operating flexibility. Moreover, if we issue equity securities to raise additional funds, the following results will or may occur:

* The percentage ownership of our existing stockholders will be reduced

* Our stockholders may experience additional dilution in net book value per share

* The new equity securities may have rights, preferences or privileges senior to those of the holders of our Common Stock.

We can not now predict our additional capital requirements because of the uncertainty of our actual capital requirements. However, to pursue our business plan as desired, we believe that our future capital requirements will exceed our current financial position. We expect to finance our operations for fiscal 2001 through cash flow from operations and the possible private placement of our equity securities. We are looking for sources of additional capital. However, there can be no assurance that we will find such sources. Moreover, Greg J. Micek, one of our directors and our President, has provided a significant portion of our financing throughout our history. As of June 30, 2000, we owed approximately $601,730 to Mr. Micek. Mr. Micek is not legally obligated to provide funds and can not be legally compelled to do so. Moreover, Mr. Micek has indicated that his provision of funds can not continue indefinitely. Accordingly, Mr. Micek may discontinue funding at a time before we become financially self-sustaining or are able to procure alternative financing. If Mr. Micek discontinues providing funds and adequate, alternative funds are not available on acceptable terms, we may be prevented from pursing future opportunities, responding to competitive pressures or continuing our business as we have historically, if at all. Our failure to pursue future opportunities, respond properly to competitive pressures or continue our business in an appropriate manner could materially and adversely affect our business, results of operations and financial condition. As a worse case, our failure to procure required financing could cause us to cease operations either temporarily or permanently.

        WE EXPECT THAT IN THE FUTURE WE MAY ENTER INTO A MERGER TRANSACTION IN WHICH OUR MANAGEMENT AND THE CONTROL OF US MAY CHANGE. WE HAVE NOT IDENTIFIED ANY MERGER CANDIDATE; THEREFORE, WE HAVE NO CURRENT SUBSTANTIVE DISCLOSURE RELATING TO ANY MERGER THAT MAY OCCUR IN THE FUTURE.

        We now intend to seek actively an appropriate merger candidate in a transaction that would likely result in a change our management and the control of us. The search of an appropriate merger candidate commenced only in early October 2000, and no material discussions regarding such a merger are going on at the present time. There can be no assurance that a merger will be completed. Because we have not yet identified any merger candidate, prospective purchasers or sellers of our securities have no substantive information upon which to base a decision to purchase or sell. Prospective purchasers or sellers of our securities would have access to significantly more information if we had already identified a merger candidate.

        WE HAVE NOT SPECIFIED AN INDUSTRY IN WHICH A COMPANY MUST CONDUCT ITS BUSINESS IN ORDER TO RECEIVE CONSIDERATION AS A MERGER CANDIDATE; MOREOVER, ANY MERGER WILL HAVE UNASCERTAINABLE RISKS.

        We believe that any merger would best be completed with a company in our industry or a related industry, and we intend to concentrate our efforts on finding such a company as a merger candidate. However, we do not intend to limit our consideration of merger candidates to any particular industry or business. Accordingly, prospective purchasers or sellers of our securities currently have no basis to evaluate the comparative risks and merits of any merger we may undertake in the future. If we merge with a business in a highly risky industry, we will become subject to those risks. Similarly, if we merge with a financially unstable business or a business that is in the early stages of development, we will become subject to the numerous risks to which such businesses are subject. Although we intend to consider the risks inherent in any industry and business in which a merger candidate is involved, there can be no assurance that we will correctly assess such risks.

        WE CURRENTLY HAVE NO CERTAIN STRUCTURE FOR ANY FUTURE MERGER, AND OUR STOCKHOLDERS MAY NOT NECESSARILY BE PERMITTED TO APPROVE OR DISAPPROVE ANY SUCH MERGER.

        We are involved in no present meaningful discussions regarding any particular merger. Accordingly, the structure of the merger and the percentage ownership interest of our current stockholders after any such merger is uncertain. Depending on the ultimate structure of any future merger, our stockholders may or may not be legally permitted to approve or disapprove such merger. Accordingly, our stockholders may be required to rely completely on the discretion of our management in all matters pertaining to any future merger.

        OUR LIMITED OPERATING HISTORY MAKES AN EVALUATION OF US AND OUR FUTURE EXTREMELY DIFFICULT.

        The Company was incorporated in October 1997. Upon incorporation, the Company continued preliminary work commenced by the founder of the Company several months earlier. In view of the length of its operating history, you may have difficulty in evaluating the Company and its business and prospects. You must consider our business and prospects in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. This is particularly true of companies in new and rapidly evolving markets such as electronic commerce. Such risks include an evolving and unpredictable business model and the management of possible rapid growth. To address these risks, we must successfully undertake most of the following activities:

* Continue to develop the strength and quality of our operations

* Maximize the value delivered to our clients

* Enhance our current and future brands

* Develop and increase our customer bases

* Implement and successfully execute our business and marketing strategy

* Continue to develop and upgrade our technology and transaction processing systems

* Respond to competitive developments

* Identify and pursue suitable electronic commerce opportunities

* Create and constantly improve our Web sites

* Provide superior customer service and order fulfillment

There can be no assurance that we will be successful in undertaking such activities. Our failure to address successfully our risks could materially and adversely affect our business, prospects, financial condition and results of operations. Moreover, the Company has incurred net losses since inception. As of June 30, 2000, we had an accumulated deficit of $4,608,324.

        QUARTERLY, SEASONAL AND OTHER FLUCTUATIONS IN OUR BUSINESS AND OPERATING RESULTS MAY MATERIALLY AND ADVERSELY AFFECT THE TRADING PRICE OF OUR COMMON STOCK.

        We expect that our operating results will fluctuate in the future due to a number of factors. We do not control many of these factors. These factors include the following:

* The level of usage of the Internet

* Demand for our products, services and advertising

* Our ability to attract new customers at a steady rate

* The productivity of our fee-for-service division

* The rate at which we add or lose advertisers

* The rate at which we or our competitors introduce new products, services or Web sites

* Pricing changes for Web-based products, services and advertising

* Technical difficulties affecting our Web sites

* The amount and timing of capital expenditures and other costs relating to the expansion of our operations

* Costs relating to our marketing programs

* Client budgetary cycles

* Government regulation and legal developments regarding the use of the Internet

* General economic conditions and economic conditions specific to the Internet and Web sites.

To respond to changes in our competitive environment, we may occasionally make certain service, marketing or supply decisions. We may benefit from these decisions in the long run. However, in the short run, such decisions could materially and adversely affect our quarterly results of operations and financial condition. We also expect that (like other retailers) we may experience seasonality in our businesses in the future. Due to all of the foregoing factors, in some future quarter our operating results may fall below the expectations of investors and any securities analysts who follow our Common Stock. In such event, the trading price of our Common Stock could be materially adversely affected. Further, we believe that period-to-period comparisons of our financial results may not be very meaningful. Accordingly, you should not conclude that such comparisons indicate future performance.

        WE DEPEND HEAVILY ON THE INTERNET, AND ANY ADVERSE DEVELOPMENT WITH REGARD TO THE INTERNET COULD MATERIALLY ADVERSELY AFFECT US.

        Our future success substantially depends upon continued growth in the use of the Internet and the Web. Such growth seems necessary to support the sale of our products, services and advertising. Rapid growth in the use of the Internet and the Web is a recent phenomenon. There can be no assurance that communication or commerce over the Internet will become more widespread. In addition, if Internet use continues to grow significantly, there can be no assurance that the Internet infrastructure will remain adequate for supporting the increased demands placed upon it. The Internet could lose its viability due to either:

* Delays in the development or adoption of new standards and protocols required to handle increased levels of Internet activity; or

* Increased governmental regulation

Changes in or insufficient availability of telecommunications services to support the Internet also could slow response times and adversely affect usage of the Web and our Web sites. The failure of the Internet use to continue to grow, or failure of the Internet infrastructure to support effectively growth that may occur, could materially adversely affect our business, operating results and financial condition.

        WE ARE EXPOSED TO NUMEROUS RISKS DUE TO POTENTIAL FUTURE TECHNOLOGICAL CHANGE.

        The Internet and electronic markets involve certain characteristics that expose our existing and future Web sites, technologies, service practices and methodologies to the risk of obsolescence. These characteristics included the following:

* Rapid changes in technology

* Rapid changes in user and customer requirements

* Frequent new service or product introductions embodying new technologies

* The emergence of new industry standards and practices

Our performance will partially depend on our ability to license leading technologies, enhance our existing services, and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis. The development of Web sites entails significant technical and business risks. There can be no assurance that we will use new technologies effectively or adapt our Web sites to consumer, vendor, advertising or emerging industry standards. Our inability (for technical, legal, financial or other reasons) to adapt in a timely manner to changing market conditions or customer requirements could materially adversely affect our business, results of operations and financial condition.

        WE RELY ON A NUMBER OF THIRD PARTIES, AND SUCH RELIANCE EXPOSES US TO A NUMBER OF RISKS.

        Our operations will depend on a number of third parties. We will have limited control over these third parties. We will probably not have many long-term agreements with many of them. We do not own a gateway onto the Internet. Instead, we now and presumably always will rely on a network operating center to connect our Web sites to the Internet. We also will rely on a variety of technology that we will license from third parties. Our loss of or inability to maintain or obtain upgrades to any of these technology licenses could result in delays. These delays could materially adversely affect our business, results of operations and financial condition, until equivalent technology could be identified, licensed or developed and integrated. Furthermore, we will depend on hardware suppliers for prompt delivery, installation and service of servers and other equipment used to deliver our products and services. Our inability to maintain satisfactory relationships with such third parties on acceptable commercial terms, or the failure of such third parties to maintain the quality of products and services they provide at a satisfactory standard, could materially adversely affect our business, results of operations and financial condition. In addition, we will also depend upon Web browsers for access to the products, services and advertising that we will offer.

        THE ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR COMMERCE IS UNCERTAIN, AND THE FAILURE OF THE INTERNET TO GAIN SUCH ACCEPTANCE COULD MATERIALLY ADVERSELY AFFECT US.

        For our business plan to succeed, a broad base of consumers, vendors and advertisers must adopt the Internet as a medium for commerce. We intend to target consumers, vendors and advertisers who have historically used traditional means of commerce to conduct business. Most of our customers, vendors and advertisers will have only limited experience with the Web as a commercial medium and may not find the Web as an effective medium for transacting business. Moreover, critical issues concerning the commercial use of the Internet remain unresolved and may affect the growth of Internet use or the attractiveness of conducting commerce by means of Web sites. These critical issues include the following:

* Ease of access

* Security

* Reliability

* Cost and quality of service

* Development of the necessary infrastructure (such as a reliable network backbone)

* Timely development and commercialization of performance improvements (including high speed modems)

        ELECTRONIC COMMERCE IS A DEVELOPING MARKET AND INVOLVES CONSIDERABLE UNCERTAINTY.

        The electronic market for products, services and advertising has only recently begun to develop and is rapidly changing. As is typical for a new and rapidly evolving market, demand for products, services and advertising over the Internet is considerably uncertain. There exist few proven services and products. Since the market for electronic commerce on the Internet is new and evolving, predictions of the size and future growth (if any) of this market are difficult. Moreover, no standards have yet been widely accepted for the measurement of the effectiveness of Web-based advertising. There can be no assurance that such standards will develop sufficiently to support Web-based advertising as a significant advertising medium. In addition, there can be no assurance that advertisers will determine that banner advertising offered on Web sites is an effective or attractive advertising medium. Moreover, there can be no assurance that we will effectively transition to any other forms of Web-based advertising if they develop. Furthermore, certain advertising filter software programs are available that limit or remove advertising from an Internet user’s desktop. If generally adopted by users, such software may materially and adversely affect the viability of advertising on the Internet. Our business, results of operations and financial condition could be materially adversely affected if any of the following events occur:

* The markets for our electronic commerce fail to develop

* The markets for our electronic commerce develop more slowly than expected

* The markets for our electronic commerce become saturated with competitors

* Our electronic commerce fails to achieve market acceptance

        WE HAVE NO ASSURANCE THAT OUR BRANDS WILL BE ACCEPTED.

        We believe that, due to the growing number of Internet sites and the relatively low barriers to entry, the importance of brand recognition will increase as more companies engage in commerce over the Internet. Development and awareness of our brands will depend largely on our success in establishing and maintaining a position as a leader in Internet commerce and in providing high quality products and services. There can be no assurance that we will succeed in this regard. To attract and retain customers, vendors and advertisers and to promote and maintain our brands in response to competitive pressures, we may need to increase our marketing and advertising budgets or otherwise to increase substantially our financial commitment to creating and maintaining brand loyalty among vendors and consumers. Our business, results of operations and financial condition could be materially adversely affected if any of the following events occur:

* We are unable to provide high quality products, services and advertising

* We otherwise fail to promote and maintain our brands

* We are unable to achieve or maintain a leading position in Internet commerce

* We incur significant expenses in attempting to achieve or maintain a leading position in Internet commerce or to promote and maintain our brands

        OUR FAILURE TO DEVELOP APPEALING CONTENT AND GRAPHICS COULD MATERIALLY ADVERSELY AFFECT US.

        Content and (to a lesser degree) graphic development relating to our Web sites are key elements to the success of our joint venture division. If these sites fail to have solid content (which is modified on a continual basis) and appealing graphics, we expect that consumers, vendors and advertisers will not be attracted to, or will discontinue to visit and utilize, the sites. We expect that (as a consequence) we will fail to develop successfully our brands. We have relied and will continue to rely substantially on content and graphic development efforts of third parties. There can be no assurance that our current or future third-party providers will effectively implement our Web sites, or that their efforts will result in significant revenue to us. Any failure to develop and maintain high-quality and successful Web sites could materially and adversely affect our business, results of operations and financial condition.

        ELECTRONIC COMMERCE INVOLVES A NUMBER OF SECURITY RISKS.

        A significant barrier to electronic commerce and communications is the secure transmission of confidential information over public networks. We will rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary for secure transmission of confidential information. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other events or developments will not compromise or breach the algorithms we will use to protect customer transaction data. Any such compromise of our security could materially and adversely affect our business, results of operations and financial condition. A party able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may need to expend significant capital and other resources to protect against the threat of such security breaches or to alleviate problems caused by such breaches. Concerns over the security of Internet transactions and the privacy of users may also inhibit the growth of the Internet generally, and the Web in particular, especially as a means of conducting commercial transactions. To the extent that our activities or the activities of third party contractors involve the storage and transmission of proprietary information (such as credit card numbers), security breaches could expose us to a risk of loss or litigation and possible liability. There can be no assurance that our security measures will prevent security breaches or that failure to prevent such security breaches will not materially and adversely affect our business, results of operations and financial condition.

        WE ARE EXPOSED TO THE RISK OF SYSTEM FAILURE, AND SUCH A FAILURE COULD MATERIALLY ADVERSELY AFFECT US.

        Our success largely depends upon communications hardware and computer hardware provided by a third party in a facility located in Houston. Like all computer systems, this system is vulnerable to damage from earthquake, fire, floods, power loss, telecommunications failures, break-ins and similar events. Despite our security measures, our servers are also vulnerable to computer viruses, physical or electronic break-ins and similar disruptive problems. The occurrence of any of these problems could lead to interruptions, delays, loss of data or cessation in service to users of our services and products. We rely on the redundancies and formal disaster recovery plans of our service providers, and there can be no assurances that these will be successful in protecting us. We do not now and will not for the foreseeable future maintain business interruption insurance. Any system failure that interrupts or increases response times of our Web sites could result in less traffic to such sites. If sustained or repeated, such failure could reduce the attractiveness to consumers, vendors and advertisers of our products, services and advertising. In addition, a key element of our strategy is to generate a high volume of visits to and activity with respect to our Web sites. A significant increase in the volume of visits to our Web sites could strain the capacity of the software or hardware we use. This strain could lead to slower response time or system failures. Such events could adversely affect sales of products, services and advertising and the number of impressions received by advertising and thus our advertising revenues.

        OUR SUCCESS DEPENDS TO A GREAT EXTENT ON OUR ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY.

        The development of our brands depends significantly on the protection of our trademarks and trade names. We have registered the “JVWeb”, “Dad & me”, “familylifestyle,” “crisis communications” Ihomeline”, “National Sweepstakes Show,” and “Sweepstakes News” trademarks in the United States. We also claim common law trade name rights in these and other names. Nonetheless, there can be no assurance that we will be able to secure significant protection for these trademarks. Our current and future competitors or others may adopt product or service names similar to our trademarks, thereby impeding our ability to build brand identity and possibly leading to customer confusion. Our inability to protect our trademarks and trade names might materially and adversely affect our business, results of operations and financial condition. In addition, in the future third parties may claim certain aspects of our business infringe their intellectual property rights. While we are not currently subject to any such claim, any future claim (with or without merit) could result in one or more of the following:

* Significant litigation costs

* Diversion of resources, including the attention of management

* Our agreement to certain royalty and licensing arrangements

Any of these developments could materially and adversely affect our business, results of operations and financial condition. In the future, we may also need to file lawsuits to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Whether successful or unsuccessful, such litigation could result in substantial costs and diversion of resources. Such costs and diversion could materially and adversely affect our business, results of operations and financial condition.

        WE COULD BE MATERIALLY ADVERSELY AFFECTED BY FUTURE REGULATORY CHANGES AND CERTAIN CURRENT REGULATIONS APPLICABLE TO OUR BUSINESS.

        We are not currently subject to direct regulation by any government agency in the United States, other than regulations applicable to businesses generally. There are currently few laws or regulations directly applicable to access to or commerce on the Internet. Due to the increasing popularity and use of the Internet, a number of laws and regulations may be adopted with respect to the Internet, covering issues such as user privacy, pricing and characteristics and quality of products and services. Such legislation could dampen the growth in use of the Web generally and decrease the acceptance of the Web as a communications and commercial medium. Such a development could materially and adversely affect our business, results of operations and financial condition. In addition, because our products and services will be available and sold over the Internet in multiple states and foreign countries and because we may sell to numerous consumers resident in such states and foreign countries, such a jurisdiction may claim that we are required to qualify to do business as a foreign entity in such jurisdiction. We are qualified to do business in only two states. Our failure to qualify to do business as a foreign entity in a jurisdiction where we are required to do so could subject us to taxes and penalties for the failure to qualify. Any application of laws or regulations of a jurisdiction in which we are not currently qualified could materially and adversely affect our business, results of operations and financial condition.

        BECAUSE OF THE NATURE OF OUR BUSINESS, WE ARE EXPOSED TO A NUMBER OF SOURCES OF OTHER POTENTIAL LIABILITIES.

        Certain of our services will involve the development, implementation and maintenance of applications that are critical to the operations of our clients’ businesses. Our failure or inability to meet a client’s expectations in the performance of our services could injure our business reputation or result in a claim for substantial damages against us, regardless of our responsibility for such failure. We will attempt to limit contractually our damages arising from negligent acts, errors, mistakes or omissions in rendering our services. However, there can be no assurance that any contractual protections (if obtained) will be enforceable in all instances or would otherwise protect us from liability for damages. In addition, Internet users will be able to download certain materials from our Web sites and subsequently distribute the materials to others. Because of this, claims could be asserted against us (with or without merit) in the future on a variety of legal theories (including defamation, negligence and copyright and trademark infringement) depending on the nature and content of such materials. For example, we could be liable for any of the following:

* Libel for any defamatory information we provided about a person

* Any losses incurred by a person in reliance on incorrect information we negligently provided

* Copyright and trademark infringement resulting from information we provided

Moreover, we may agree with third parties to provide links to such third parties’ Web sites. A claimant might successfully argue that by providing such links, we are liable for wrongful actions by such third parties through such Web sites, for such matters as the following:

* Defamation

* Negligence

* Copyright and trademark infringement

* Losses resulting from the products and services sold by the third party.

We do not currently maintain general liability insurance. Even if we were to procure this insurance, the insurance may not cover all potential claims or may not adequately indemnify us for all liability to which we are imposed. In addition, any liability or legal defense expenses not covered by insurance or exceeding our insurance coverage could materially and adversely affect our business, operating results and financial condition.

        LIMITATIONS ON CLAIMS AGAINST OUR OFFICERS AND DIRECTORS, AND OUR OBLIGATION TO INDEMNIFY THEM, COULD PREVENT OUR RECOVERY FOR LOSSES CAUSED BY THEM.

        The General Corporation Law of Delaware allows a Delaware corporation to limit the liability of its directors to the corporation and its stockholders for monetary damages for certain breaches of fiduciary duties. Our Certificate of Incorporation has limited our directors’ liability for monetary damages for breaches of fiduciary duties to the fullest extent permitted by applicable law. Moreover, our Bylaws provide that we must indemnify each director, officer, agent and/or employee to the maximum extent provided for in the General Corporation Law of Delaware. Further, we may purchase and maintain insurance on behalf of any such persons whether or not we have the power to indemnify such person against the liability insured against. Consequently, because of the actions of officers, directors, agents and employees, we could incur substantial losses and be prevented from recovering such losses from such persons. Further, the U.S. Securities and Exchange Commission (the “Commission”) maintains that indemnification for liabilities arising under the Securities Exchange Act of 1933 (the “Act”) is against the public policy expressed in the Act, and is therefore unenforceable.

        WE ARE EXPOSED TO INTENSE COMPETITION.

        The electronic commerce market (particularly on the Internet) is new, rapidly evolving and intensely competitive. Most of our current and potential competitors have longer operating histories, larger customer bases, longer relationships with clients and significantly greater financial, technical, marketing and public relations resources than we do, and could decide at any time to increase their resource commitments to our market. We expect competition to intensify in the future. There can be no assurance that existing or future competitors will not develop or offer services that provide significant performance, price, creative or other advantages over those we offer. Such a development could materially adversely affect our business, results of operations and financial condition. In addition, certain current competitors have established, and certain other current competitors (as well as future competitors) may in the future establish, cooperative relationships among themselves or directly with vendors to obtain exclusive or semi-exclusive sources of merchandise. Accordingly, new competitors or alliances among competitors and vendors may emerge and rapidly acquire market share. Increased competition may result in reduced operating margins, loss of market share and a diminished brand franchise. As a result of their larger size, our competitors may be able to secure merchandise from vendors on more favorable terms than we can. Moreover, they may be able to respond more quickly to changes in customer preferences or to devote greater resources to the development, promotion and sale of their merchandise than we can. Any of these circumstances could materially adversely affect our business, results of operations and financial condition.

        WE RELY HEAVILY UPON CERTAIN DIRECTORS AND OFFICERS, AND OUR LIMITED MANAGEMENT RESOURCES MAY NOT BE SUFFICIENT FOR THE FUTURE.

        We substantially depend upon the efforts and skills of Greg J. Micek, a director and the President of the Company. The loss of Mr. Micek’s services, or his inability to devote sufficient attention to our operations, could materially and adversely affect our operations. Our employment agreement with Mr. Micek expires in accordance with its terms in November 2000. Mr. Micek has indicated that he intends to continue serving as our President after the expiration of this employment agreement, but he does not presently intend on entering into an extension of the employment agreement for an additional fixed period of time. The consequence of this would be that either we or Mr. Micek could terminate Mr. Micek’s employment relationship with us at any time for any reason. We do not maintain key man life insurance on Mr. Micek. In addition, there can be no assurance that the current level of management is sufficient to perform all responsibilities necessary or beneficial for management to perform. Our success in attracting additional qualified personnel will depend on many factors, including our ability to provide them with competitive compensation arrangements, equity participation and other benefits. There is no assurance that we will be successful in attracting highly qualified individuals in key management positions.

        OUR MANAGEMENT HAS LIMITED EXPERIENCE IN CERTAIN ASPECTS OF OUR BUSINESS.

        We believe that we have ample experience to manage our fee-for-service division. However, our joint venture division requires management experience of a different nature. We expect that we will generally have little or no direct experience in the management or operation of the types of businesses represented by the products and services we will offer through our joint venture division (either directly or through joint ventures) by means of Web sites. In the case of joint ventures, we expect that our joint venture partners will have a requisite level of experience. However, there can be no assurance that we will be familiar enough with the joint venture’s proposed business to ascertain this. Because of our lack of experience, we may be more vulnerable than others to certain risks. We also may be more vulnerable to errors in judgment that could have been prevented by more experienced management. As a result, our lack of previous experience could materially and adversely affect our future operations and prospects.

        INCUMBENT MANAGEMENT OWNS A LARGE PERCENTAGE OF OUR OUTSTANDING STOCK, AND CUMULATIVE VOTING IS DENIED TO STOCKHOLDERS.

        Greg J. Micek, a director and the President of the Company, owns approximately 40.8% of the outstanding Common Stock (considered on an undiluted basis). Cumulative voting in the election of Directors is not provided for. Accordingly, the holder or holders of a majority of our outstanding shares of Common Stock may elect all of our Board of Directors. Mr. Micek’s large percentage ownership of our outstanding Common Stock helps enables him to maintain his position as a director and thus control of our business and affairs.

        OUR AUTHORIZED PREFERRED STOCK EXPOSES STOCKHOLDERS TO CERTAIN RISKS.

        Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of Preferred Stock, par value $.01 per share. No shares of Preferred Stock were issued as of June 30, 2000. The authorized Preferred Stock constitutes what is commonly referred to as “blank check” preferred stock. This type of preferred stock allows the Board of Directors to divide the Preferred Stock into series, to designate each series, to fix and determine separately for each series any one or more relative rights and preferences and to issue shares of any series without further stockholder approval. Preferred stock authorized in series allows our Board of Directors to hinder or discourage an attempt to gain control of the Company by a merger, tender offer at a control premium price, proxy contest or otherwise. Consequently, the Preferred Stock could entrench our management. The market price of our Common Stock could be materially and adversely affected by the existence of the Preferred Stock.

        OUR COMMON STOCK HAS A LIMITED TRADING MARKET.

        Our Common Stock trades in the United States only in the over-the-counter market on the OTC Electronic Bulletin Board. Public trading of our Common Stock commenced on June 30, 1998. Thus far, the prices at which our Common Stock has traded have fluctuated fairly widely on a percentage basis. See “ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.” There can be no assurance as to the prices at which our Common Stock will trade in the future, although they may continue to fluctuate significantly. Prices for our Common Stock will be determined in the marketplace and may be influenced by many factors, including the following:

* The depth and liquidity of the markets for our Common Stock

* Investor perception of us and the industry in which we participate

* General economic and market conditions

In addition to comparatively broad fluctuations in the trading price of our Common Stock, the trading volume of our Common Stock has also fluctuated fairly widely.

        WE HAVE THE ABILITY AND THE OBLIGATION TO ISSUE ADDITIONAL SHARES OF COMMON STOCK IN THE FUTURE, AND SUCH FUTURE ISSUANCE MAY MATERIALLY ADVERSELY AFFECT STOCKHOLDERS.

        We have available approximately 2,000,000 registered shares of our Common Stock for issuance in possible future business combination transactions. Moreover, we have available approximately 500,000 registered shares of our Common Stock for issuance to outside consultants to compensate them for services provided. In addition, we have available 2,500,000 registered shares of our Common Stock for issuance pursuant to exercises of options granted to selected employees, directors and consultants. As of June 30, 2000, options to purchase only 250,000 of these registered shares had been granted. There are no preemptive rights in connection with our Common Stock. Thus, the percentage ownership of existing stockholders may be diluted if we issue additional shares in the future. For issuances of shares in connection with acquisitions and issuances of shares and grants of options to consultants, our Board of Directors will determine the timing and size of the issuances and grants, and the consideration or services required therefor. Our Board of Directors intends to use its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any such issuance or grant. Nonetheless, future issuances of additional shares could cause immediate and substantial dilution to the net tangible book value of shares of Common Stock issued and outstanding immediately before such transaction. Any future decrease in the net tangible book value of such issued and outstanding shares could materially and adversely affect the market value of the shares. In addition, we have outstanding certain warrants to purchase shares of Common Stock. We also have the obligation to issue additional such warrants in the future. These warrants permit the holders to purchase shares of Common Stock at specified prices. These purchase prices may be less than the then current market price of our Common Stock. A total of approximately 7.5 million additional shares of Common Stock would be issued if all of the warrants currently outstanding (and we are obligated to issue in the future) were exercised. Any shares of Common Stock issued pursuant to these warrants would further dilute the percentage ownership of existing stockholders. The terms on which we could obtain additional capital during the life of these warrants may be adversely affected because of such potential dilution.

        THE TRADING PRICE OF OUR COMMON STOCK ENTAILS ADDITIONAL REGULATORY REQUIREMENTS, WHICH MAY NEGATIVELY AFFECT SUCH TRADING PRICE.

        The trading price of our Common Stock has been below $5.00 per share. As a result of this price level, trading in our Common Stock is subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transaction before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our Common Stock affected. As a consequence, the market liquidity of our Common Stock could be severely limited by these regulatory requirements.

        STOCKHOLDERS HAVE NO GUARANTEE OF DIVIDENDS.

        The holders of our Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefore. To date, we have paid no cash dividends. The Board of Directors does not intend to declare any dividends in the foreseeable future, but instead intends to retain all earnings, if any, for use in our business operations. If we obtain additional financing, our ability to declare any dividends will probably be limited contractually.

BUSINESS

Industry Background

        The Internet is an increasingly significant global medium for communications, content and online commerce. Growth in Internet usage has been fueled by a number of factors, including the large and growing installed base of personal computers in the workplace and home, advances in the performance and speed of personal computers and modems, improvements in network infrastructure, easier and cheaper access to the Internet and increased awareness of the Internet among businesses and consumers.

        The increasing functionality, accessibility and overall usage of the Internet and online services have made them an attractive commercial medium. The Internet and other online services are evolving into a unique sales and marketing channel, just as retail stores, mail-order catalogs and television shopping have done. In theory, electronic retailers have virtually unlimited electronic shelf space and can offer customers a vast selection through efficient searches and retrieval interfaces. Moreover, electronic retailers can interact directly with customers by frequently adjusting their featured selections, editorial insights, shopping interfaces, pricing and visual presentations. Beyond the benefits of selection, purchasing is more convenient than shopping in a physical retail store because electronic shopping can be done 24 hours a day and does not require a trip to a store. Web sites can present advertising and marketing materials in new and compelling fashions, display products and services in electronic catalogs, offer products and services for sale electronically, process transactions and fulfill orders, provide customers with rapid and accurate responses to their questions, and gather customer feedback efficiently. The minimal cost to develop and maintain a Web site, the ability to reach and serve a large and global group of customers electronically from a central location, and the potential for personalized low-cost customer interaction, provide additional economic benefits for electronic retailers. Unlike traditional retail channels, electronic retailers do not have the burdensome costs of managing and maintaining expensive retail real estate and a significant retail store infrastructure or the continuous printing and mailing costs of catalog marketing. Furthermore, electronic retailers are generally able to conduct their businesses with fewer employee than traditional retailers. Because of these advantages over traditional retailers, electronic retailers have the potential to build large, global customer bases quickly and to achieve superior economic returns over the long term. An increasingly broad base of products and services is successfully being sold electronically, including computers, travel services, brokerage services, automobiles, music and books. If this trend continues, the migration from traditional shopping to electronic shopping will effect dramatic changes in retailing as it has heretofore been conducted.

        In addition to the offering of products and services through electronic commerce, the Internet has created a new medium for disseminating content, such as the content historically delivered by newspapers, magazines and journals. Electronic dissemination of content offers numerous advantages over historical mediums of content dissemination. First, the content can be provided to consumers more quickly, as the delays required by printing and delivery are avoided. For example, a magazine that ordinarily is mailed for delivery on a particular day can be made available electronically as soon as the magazine is otherwise ready for print, at least one day before anticipated delivery. In addition, content can be updated on a real time basis so that only current (and no outdated) content appears. Moreover, the electronic content can be linked instantaneously to related content of interest. While newspapers, magazines and journals can offer only still-shot photography, electronic commerce can offer moving and even live pictures much akin to television. Equally (if not most) important, electronic content can be distributed at a much lower cost compared to historical mediums because electronic dissemination does not involve printing and delivery costs. The new medium of content dissemination provided by the Internet has in turn lead to new forms of advertising, especially banner advertisements that appear as Web sites are displayed. As the presence on the Web of suppliers of content and advertising increases, the new forms of advertising such as the banner advertisements should increase in prominence as well, thus creating additional revenue opportunities.

        Although businesses are pursuing electronic commerce rapidly and at increasing rates, the basic differences of electronic commerce from historical commerce require companies to take fundamentally new approaches. A number of Internet professional services firms have emerged to assist businesses with the development and implementation of their electronic commerce strategies. However, these firms tend to be small and focused on a particular aspect of electronic commerce, apparently lacking the necessary depth and integration of strategic, technical and creative skills to meet all the electronic commerce needs of a business. After analyzing the very fragmented Internet service industry, management has concluded that:

1. Most traditional advertising and marketing agencies have neither a proven track record of success in the area of electronic commerce and lack the extensive technical skills (such as application development, and legacy system and database integration) required to solve increasingly complex electronic commerce problems.

2. Most vendors of computer and technology products and services lack the creative and marketing skills required to build audiences and deliver unique and compelling content, and are further constrained by their need to recommend their proprietary brands.

3. Internet access service providers, whose core strength is in providing Internet access and site hosting, typically lack both the necessary creative and application development skills.

Management believes that to provide fully competent Internet services, a service provider must possesses a full range and integration of strategic, technical and creative skills required for electronic commerce.

        Businesses seeking to realize the benefits provided by electronic commerce face a formidable series of challenges presented by the need to link business and marketing strategies, new and rapidly changing technologies and continuously updated content. The establishment and maintenance of a Web site to pursue electronic commerce requires significant technical expertise in a number of areas, such as electronic commerce systems, security and privacy technologies, application and database programming, mainframe and legacy integration technologies and advanced user interface and multimedia production. Marketing expertise in a number of areas (including the development of audiences, greater search engine presence, and broader ranges of links to the site) is also required. Apparently, few businesses (especially small, emerging and mid-sized businesses) have the time, money, and strategic, technical and creative skills to implement an electronic commerce strategy on their own. In addition, management believes that the novelty, complexity and rapid development of electronic commerce has left many businesses (especially small, emerging and mid-sized businesses) bewildered and reluctant to act, despite a strongly felt need to become involved in electronic commerce.

The JVWeb Solution

        Overall the Company believes that electronic commerce presents excellent business opportunities for the foreseeable future, despite the recent downturn in the ability to financing these types of opportunities. The Company was founded to seek out and capitalize on business opportunities presented by electronic commerce. The Company believes that customer unfamiliarity and the fragmented state of the electronic commerce market create an opportunity for a company with fully integrated strategic, technical and creative Internet skills that can assist businesses. The Company believed at its inception, and the Company continues to believe, that the anticipated migration from traditional shopping to electronic shopping, and the anticipated increase in the electronic dissemination of content, will present for the foreseeable future excellent business opportunities of at least two particular types. The first type of opportunities presented is to offer products, services and content that are now either not available at all or are available only to a limited extent in electronic commerce, and to offer new forms of advertising made available by the Internet. The second type of opportunities presented is to provide Internet services to persons offering or proposing to offer products, services, content or advertising in electronic commerce. Because these two types of opportunities are very distinct, the Company established two divisions to pursue these opportunities separately. These divisions are the Company’s joint venture division (formerly known as the brands-under-management division) and the Company’s fee-for-service division. From time to time the Company has given a greater emphasis to one of these division over the other.

        However, because of the Company’s current financial and operational limitations, the Company’s ability to pursue electronic opportunities in a meaningful manner is greatly restricted at this time. Moreover, the general downturn in the financing of electronic commerce ventures has further limited the pursuit of opportunities of the type for which the Company was established. Because of these developments, commencing in the fourth quarter of fiscal 2000, the Company decided to focus on its existing joint ventures and not actively to seek additional electronic commerce opportunities. In addition, the pursuit of a plan of a business plan based on electronic commerce is not without considerable risks. For more information about these risks, see “BUSINESS AND PROPERTIES - - RISK FACTORS - WE DEPEND HEAVILY ON THE INTERNET, AND ANY ADVERSE DEVELOPMENT WITH REGARD TO THE INTERNET COULD MATERIALLY ADVERSELY AFFECT US, -WE ARE EXPOSED TO NUMEROUS RISKS DUE TO POTENTIAL FUTURE TECHNOLOGICAL CHANGE, -- THE ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR COMMERCE IS UNCERTAIN, AND THE FAILURE OF THE INTERNET TO GAIN SUCH ACCEPTANCE COULD MATERIALLY ADVERSELY AFFECT US, -- ELECTRONIC COMMERCE IS A DEVELOPING MARKET AND INVOLVES CONSIDERABLE UNCERTAINTY, -- ELECTRONIC COMMERCE INVOLVES A NUMBER OF SECURITY RISKS, -- WE ARE EXPOSED TO THE RISK OF SYSTEM FAILURE, AND SUCH A FAILURE COULD MATERIALLY ADVERSELY AFFECT US, -- WE COULD BE MATERIALLY ADVERSELY AFFECTED BY FUTURE REGULATORY CHANGES AND CERTAIN CURRENT REGULATIONS APPLICABLE TO OUR BUSINESS, and -- BECAUSE OF THE NATURE OF OUR BUSINESS, WE ARE EXPOSED TO A NUMBER OF SOURCES OF OTHER POTENTIAL LIABILITIES.”

Fee-For-Services Division

        The Company’s fee-for-services division was organized to provide clients with the vision, expertise and resources required to develop new strategies and improve business processes for electronic commerce. To capitalize on the opportunity presented by the rapid growth in electronic commerce, the Company has developed certain internal capabilities relating to electronic commerce and Internet services. Moreover, the Company has formed and continues to form certain strategic relationships with third parties to supplement the Company’s internal capabilities to ensure that the Company offers a full, integrated ensemble of strategic, technical and creative skills required for electronic commerce and Internet services.

        The Company’s fee-for-services division is now divided into two distinct functional areas. The first functional area of the Company’s fee-for-services division is capable of providing strategic Internet services consulting, which services include the following:

o strategy consulting regarding business and marketing strategies best suited for pursuing the client's business in electronic commerce

o creation of a system or process design that defines the roles that the system or process will perform for meeting the client’s strategic requirements

o development of a testable version of the client’s system including all necessary programs and components and a compelling user interface for the system to enable it to attract and hold the attention of the client’s target audience while conforming to the client’s brand image and marketing campaigns

o testing of the system in preparation of deployment into a full production system and installation of the system after all tests are completed

o audience development to increase Web site traffic, strengthening brand awareness and generating sales leads

o maintenance of the Web site and its content, and provision of technical support

        Most of the Company’s strategic Internet services consulting have been provided to joint ventures in which the Company participates, in exchange of equity interests in the joint ventures issued to the Company. See the section captioned “Joint Venture Division” immediately following. The Company believes that the amount of strategic Internet services consulting that the Company will provide in fiscal 2001 to the joint ventures in which its participates will be considerably less than the amount provided in fiscal 2000. In fiscal 2001, the Company intends to focus more on providing strategic Internet services consulting to unrelated, third party clients. In each of these consulting engagements, the client will be able to contract for the specific services it requires, depending on the nature of the engagement and the capabilities of the client’s organization. The Company expects to bill most of its engagements on a time and materials basis, although it may work on a fixed-price basis. The success of the Company’s efforts to sell strategic Internet services consulting to unrelated, third party clients can not now be determined.

        The Company can also provide Web site development and Web hosting services within the Company’s strategic Internet services consulting area. At the beginning of fiscal 2000, these types of services were expected to play a larger role in the Company’s business than they ultimately did. During fiscal 2000, the Company essentially shelved the web-based communications service it developed for advertising and public relations agencies in North America. This development was largely in response to a wide-spread slump in the Internet services industry. This slump has affected both Internet and traditional business, forcing many to scale back their Internet and technological-related expenditures. Moreover, during fiscal 2000, the Company terminated its Web hosting agreement with GTE Internetworking for various reasons. The Company preserved its ability to provide Web hosting services by entering into an alternative Web hosting agreement with HTE8, Inc. The Company’s Web hosting services are available through the Web site “jvwebhosting.com,” which is not now being actively promoted.

        The second functional area of the Company’s fee-for-services division involves the marketing of integrated sponsorships. Integrated sponsorships are a concept developed by the Company by which advertisers can gain simultaneous exposure through a variety of mediums in a variety of ways. For example, an integrated sponsorship may be a combination of banner advertising on multiple Web sites, traditional advertising on radio programs and Web casts, the advertiser’s co-hosting of programs featured on radio programs and Web casts, and the editing of such programs or other content for use in connection with the advertiser’s own Web site. All of these activities are undertaken simultaneously in a coordinated fashion. The Company commenced this area of its fee-for-services division in the middle of January 2000. However, the Company did not earnestly pursue its program of marketing integrated sponsorships until the September 2000 launch of the Web sites “www.nationalsweepstakesshow.com” and “www.sweepstakesnews.com” discussed herein. The Company is using these two Web sites as the focal point for the marketing of integrated sponsorships and as a lead to create awareness of and drive traffic to the Company’s other media properties. Because of the early stage of the Company’s integrated sponsorships marketing efforts, the success of this area of the Company’s fee-for-services division can not now be determined.

        The Company’s objective regarding the fee-for-services division has been to become and remain a leading Internet services provider. However, the Company’s current financial and operational limitations greatly restrict the Company’s ability to accomplish this objective. Subject to its current limitations, the Company intends continue to pursue this objective through a strategy that includes the following elements:

Strengthen Position as an Internet Services Provider. Subject to its current limitations, the Company will strive to strengthen its position as an Internet services provider in order to provide clients with superior Internet solutions, and will continue identifying, reviewing and integrating the latest Internet technologies and accumulating and deploying the best demonstrated practices for electronic commerce.

Developing Brand. In a fragmented industry that lacks brands strongly identified with Internet services providers, the Company believes that it will need to build a well-recognized brand for its fee-for-services division. The Company’s brand development program will be designed to reinforce the message that the Company’s fee-for-services division can provide a complete range of services to build and deploy e-commerce solutions. Subject to its current limitations, the Company intends to build and differentiate its fee-for-services division brand through excellent service and a variety of marketing and promotional techniques, including advertising on other Web sites and other media, conducting an ongoing public relations campaign and developing business alliances and partnerships.

Develop Additional Strategic Relationships. The Company has developed a number of informal strategic relationships with advertisement agencies, web developers, site content managers, site hosts and other persons whose services are necessary to develop and implement an electronic commerce strategy. Few of these strategic relationships have yet resulted in legal binding relationships. While the Company intends to develop the ability to render many of these services internally (subject to its current limitations), the Company also intends to continue developing strategic relationships so that the Company can have adequate access to such services for the foreseeable future.

Joint Venture Division

        This division was formed for purposes of pursuing electronic commerce opportunities involving the marketing of products and services in electronic commerce and the offering of content and advertising over the Internet. As a general rule the Company has undertaken these electronic commerce opportunities through joint ventures with other businesses, with the Company furnishing expertise in electronic commerce (and in certain instances financial assistance) for an equity interest in the resulting electronic business. Commencing in the fourth quarter of fiscal 2000, the Company decided to focus on its existing joint ventures and not actively to seek additional electronic commerce opportunities. The Company is currently undertaking a number of joint venture projects. The following is a brief description of some of these projects.

        Sweepstakes Project. This project involves National Sweepstakes Show, Inc. (“NSSI”), a company formed to acquire from Sweepstakes Entertainment Corporation (“SEC”) substantially all of SEC’s assets. These assets include intellectual property and other rights pertaining to a radio talk-show format called “The National Sweepstakes Show” (the “Radio Show”), prior episodes of the Radio Show, a national monthly newspaper supplement called “Sweepstakes News” (the “Supplement”), rights to a book entitled “History of Sweepstakes” (the “Book”) and related distribution agreements with Ingram Books and Baker and Taylor, and World Wide Web domain names connected by a common branding theme, including “www.nationalsweepstakesshow.com,” “www.sweepstakesnews.com” and others. The purchase price of the assets consisted of (i) 650,000 shares of the Company’s common stock delivered to or on behalf of SEC outright, (ii) an additional 800,000 shares of the Company’s common stock delivered into escrow and to be released to or on behalf of SEC upon the satisfaction of certain performance criteria and the satisfaction or expiration of certain indemnification obligations and (iii) 1,000,000 shares of NSSI’s common stock representing a total of approximately 28.7% of the outstanding shares of NSSI’s common stock. The Company owns approximately 57.3% of the outstanding capital stock in NSSI. The Company has a right of first refusal to acquire all shares of NSSI’s common stock that SEC proposes to transfer, and the Company also has options to acquire all of the shares of NSSI’s common stock owned by SEC at varying purchase prices depending on the number of shares to be acquired and the timing of the acquisition.

        At the time of their purchase by NSSI, the sweepstakes assets were not being actively utilized in any business endeavor. However, SEC and its sole shareholder have represented that the Radio Show previously was broadcasted on over 130 radio stations and the Supplement had a circulation to over 1.2 million homes. NSSI had commenced the preparation of a sample edition of the Supplement to be used in connection with marketing efforts that would have been aimed at procuring newspapers to include the Supplement with their publications, as well as advertisers for the Supplement who would have been the source of the Supplement’s revenues. NSSI has postponed indefinitely its plan to publish the Supplement and is now focusing on launching (in conjunction with NewsUSA, Inc., a minority partner in NSSI) a nationally distributed daily advertorial column featuring the content that would otherwise have comprised the Supplement. NSSI had intended to produce the Radio Show initially as two-minute vignettes to be broadcasted over a number of radio stations. NSSI prepared a demo of a Radio Show vignette to be used in connection with marketing efforts. As of September 20, 2000, NSSI had produced five Radio Show vignettes. It needed to have 20 vignettes to commence syndication. NSSI has postponed indefinitely its plan to syndicate the Radio Show until a suitable sponsor for the vignettes is procured, although the Company intends to produce additional vignettes in due course. NSSI has already developed two operational Web sites, namely “www.sweepstakesnews.com”, which provides visitors with electronic versions of the Supplement on a subscriber basis, and “www.nationalsweepstakesshow.com”, which provide visitors with Internet access to recorded past editions of the Radio Show free of charge. The www.sweepstakesnews.com Web site will also allow paid subscribers to enter free of additional charge any or all of the sweepstakes promotions that this Web site compiles and features. The Web sites are designed so that revenues can be realized from advertisers and the fairly nominal subscription fees that NSSI is charging for access to the www.sweepstakesnews.com Web site. The amount of these revenues can not now be determined. NSSI launched the Web sites in September 2000 by means of a large e-mail blast sponsored by participating barter Web sites featured on the NSSI Web sites free of charge. The e-mail blast generated minimal subscriptions to the electronic versions of the Supplement, but resulted in about 15,000 daily visits to the Web sites immediately after the e-mail blast. Due to the absence of continued marketing of the Web sites, the number of daily visits has declined considerably, and NSSI realizes continued marketing is necessary to maintain a desired level of visits. Currently, NSSI is concentrating on the production of advertising revenues, and has reduced its monthly expenses to about $3,000. Finally, NSSI expects that it may use the Book to attract listeners, readers and visitors to the Web sites and (when and if they become active) the Radio Show and the Supplement. In this connection, NSSI may distribute the Book free of charge to prospective listeners, readers and visitors. Because of the early operational stage of this project, its ultimate viability and success can not now be determined.

        iHomeline.com Project. This project involves a 50%-owned subsidiary (the “iHomeline.com Subsidiary”) that owns and operates a Web site under the domain name “www.ihomeline.com.” The objective of this Web site is to foster communities of consumers, manufacturers, services providers and advertisers interested in the examination, purchase, sale or offer of home-related content, products, services or advertising. The Company’s partner in the iHomeline.com project is Jim Neidner. Mr. Neidner is the President of Neidner Construction/Remodeling Inc. based in Houston, Texas, and has over 27 years experience in the custom home construction and remodeling business. For more than four years, Mr. Neidner has co-hosted Home Line Talk Radio, a weekly Houston radio talk show dealing with topics of interest to homeowners. The iHomeline.com Web site offers relevant, informative and entertaining content of interest to consumers of home-related products and services. The goal of this Web site is to appeal to manufacturers, services providers and advertisers of home-related products and services to induce them to offer products, services and advertising on this Web site and to pay for the opportunity to do so. The iHomeline.com Web site has been operational since January 2000, has been completed to a phase-one level and is generating revenues. The iHomeline.com Web site currently features worldwide, live broadcasts of talk shows focusing on home-related topics, do-it-yourselfers educational and reference materials, message board, a service for referrals to home-related professionals (such a mortgage lenders, real estate brokers, builders and subcontractors), and on-line stores to purchase home-related products. After having syndicated its Home Line Talk Radio program to four cities in three states for four months, the iHomeline.com Subsidiary is currently working to upgrade the quality of this program based upon its syndication experience. The iHomeline.com Subsidiary intends to reintroduce the Home Line Talk Radio program as a syndicated package in fiscal 2001. Greater development of the iHomeline.com Web site to a final, phase-two level is planned, but is conditioned upon the procurement of adequate financing, which is currently being sought. This project is currently operating at a break-even level with $6,000 in monthly expenses, and revenue has been growing slowly. However, the ultimate viability and success of this project can not now be determined.

        A Web site (similar to the one owned and operated by the iHomeline.com Subsidiary) having the domain name “ihomeline.co.uk” has been established by iHomeline.co.uk, Inc. (the “iHomeline.co.uk Affiliate”), a corporation owned 25% by the Company, 25% by the iHomeline.com Subsidiary, and 50% by 2Cs, Ltd. The iHomeline.co.uk Affiliate operates its Web site out of the London. In form and operation, the ihomeline.co.uk Web site is similar to the ihomeline.com Web site, except that the ihomeline.co.uk Web site is designed to appeal to consumers, manufacturers, services providers and advertisers located in Great Britain instead of the United States. The iHomeline.com Web site is operational and is generating revenues on a minimal level. The Company acquired 50% of the outstanding shares in the iHomeline.co.uk Affiliate from 2Cs, Ltd. in exchange for 200,000 shares of the Company’s common stock. The Company subsequently contributed to the iHomeline.com Subsidiary half of the shares the Company acquired from 2Cs, Ltd. The Company made this contribution to induce the iHomeline.com Subsidiary to license its intellectual property to the iHomeline.co.uk Affiliate. Because of the early operational stage of this project, its ultimate viability and success can not now be determined.

        LinksXpress Project. This project involves LinksXpress.com, Inc. (“LinksXpress.com”), a company formed to create, own and operate a Web site under the domain name “linksxpress.com” that will serve as an e-commerce search engine and shopping portal serving the United States and Canada. The initial LinksXpress.com Web site has been completed, is now operational and is generating some revenues, although it has not yet been formally launched. A formal launch is expected before the end of calendar 2000. The LinksXpress.com Web site currently features 12 specific categories of products and services featuring up to 1,500 businesses believed to be qualified, trustworthy and reliable sources of products and goods. LinksXpress.com is in the process of establishing a similar Web site that will operate out of the London and that will offer predominantly European goods. In anticipation of this, LinksXpress.com formed LinksXpress.co.uk, Inc., which is expected to launch its Web site at about the same time as LinksXpress.com formally launches its Web site. The Company acquired in a securities exchange an approximately 8% interest in LinksXpress.com (on a non-diluted basis). As part of this transaction, the Company received 500,000 shares of the common stock of LinksXpress.com, warrants to purchase up to 1,000,000 shares of LinksXpress.com’s common stock at a purchase price of $2.00 per share, and options to purchase up to 500,000 shares of LinksXpress.com’s common stock at purchase prices ranging from $.25 to $2.00 per share. In exchange for these securities, LinksXpress.com received 150,000 shares of the Company’s common stock and an option to purchase up to 150,000 additional shares of the Company’s common stock at a purchase price of $.40 per share. In addition to the securities exchange, LinksXpress.com has entered into a Web hosting agreement with the Company and a right of first refusal agreement in favor of the Company regarding LinksXpress.com’s future Web development work. The Company also acquired from LinksXpress.com approximately 35% of the outstanding stock in LinksXpress.co.uk in exchange for 600,000 shares of the Company’s common stock. Because of the early operational stage of this project, its ultimate viability and success can not now be determined.

        Discoverystocks.com Project. This project involves a 60%-owned subsidiary named eonthestreet.com, Inc. (the “Discoverystocks.com Subsidiary”) that owns and operates a Web site under the domain name “discoverystocks.com.” This Web site publishes a free e-mail based stock-picking newsletter for investors. The newsletter will feature information about profiled companies. For the privilege of being featured in the newsletter, the profiled companies will pay a fee to the Discoverystocks.com Subsidiary in cash or stock. The Discoverystocks.com Web site has been completed and is now operational. Near the middle of September 2000, a marketing campaign to procure profiled companies commenced. The ultimate success of this marketing campaign can not now be determined. The Company’s partner in the discoverystocks.com project is Jordan Ness. Mr. Ness has an investment banking and financial public relations background. In connection with this project, the Company acquired from Mr. Ness what was at that time 40% of the outstanding stock in the Discoverystocks.com Subsidiary in consideration of the issuance of 100,000 shares of the Company’s common stock. When the Discoverystocks.com Subsidiary acquired certain assets and the Company agreed to issue to such third party 200,000 shares of the Company’s common stock as the purchase price for the assets, the Discoverystocks.com Subsidiary issued additional shares of its common stock to the Company, bringing the Company’s total number of shares in the Discoverystocks.com Subsidiary to 60% of the shares then outstanding. Because of the early operational stage of this project, its ultimate viability and success can not now be determined.

        Crosspointe/Great Records Project. Crosspointe Net, Inc. (“CPNI”) is a corporation formed to develop a family of Christian-related Web sites around a suite of domain names. Great Records, Inc. is a corporation formed by CPNI for purposes of developing a Web site that plans on featuring the sale of the music of between five and ten select Christian recording artists, either through downloading or traditional compact disks (at the customer’s selection). In connection with this project, the Company entered into a stock exchange with Crosspointe Net, Inc. (“CPNI”) whereby the Company acquired a 7.5% interest in CPNI in exchange for the issuance of 300,000 shares of the Company’s common stock. The Company also acquired a 50% interest in Great Records, Inc. in exchange for 227,000 shares of the Company’s common stock. Moreover, the Company and CPNI entered into a banner ad sales agreement, pursuant to which the Company agreed to sell banner advertisements and corporate sponsorships onto the CPNI suite of Web sites. Also, CPNI agreed to act as a marketing agent to market the Company’s web development and strategic consulting services. The Crosspointe/Great Records project has progressed more slowly than the Company originally expected, and the Company is uncertain as to the future direction of this project. Consequently, the ultimate viability and success of this project can not now be determined.

Intellectual Property

        The Company regards its service marks, trademarks, trade dress, trade secrets and similar intellectual property as critical to its success, and relies on trademark law, trade secret protection and confidentiality and/or license agreements with its employees, customers, partners and others to protect its proprietary rights. The Company pursues the registration of its trademarks and service marks in the U.S. Effective trademark, service mark, and trade secret protection may not be available in every country in which the Company’s products and services are made available electronically. The Company may license to third parties in the future certain of its proprietary rights, such as trademarks. While the Company will attempt to ensure that the quality of its brands are maintained by such licensees, there can be no assurance that such licensees will not take actions that might materially adversely affect the value of the Company’s proprietary rights or reputation, which could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations. There can be no assurance that the steps taken by the Company to protect its proprietary rights will be adequate or that third parties will not infringe or misappropriate the Company’s trademarks, trade dress and similar proprietary rights. In addition, there can be no assurance that other parties will not assert infringement claims against the Company. The Company may be subject to legal proceedings and claims from time to time in the ordinary course of its business, including claims of alleged infringement of the trademarks and other intellectual property rights of third parties by the Company and its licensees. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

Market and Marketing

        Due to the Company’s current financial condition, the Company’s marketing efforts are severely limited at the present. The Company’s marketing efforts for the fee-for-service division have been dedicated to demonstrating to key decision makers in prospective clients the benefits of electronic commerce and the use of Internet solutions, and the effectiveness of the Company’s services. The Company’s marketing strategies for the joint venture division have been designed to strengthen its brand names, increase customer traffic to its Web sites, build strong customer loyalty, maximize repeat purchases and develop incremental revenue opportunities. The Company has developed marketing and sales materials to be used in connection with the business generation efforts for the fee-for-service division. The Company’s marketing campaigns for this division will be intended to generate client leads through the use of multiple forms of media, with in-person sales calls comprising the primary form at this time. The Company is conducting an on-going direct marketing campaign regarding its integrated sponsorships. This campaign has only recently begun in earnest. During this marketing campaign, the Company is finding considerable sales synergies between the Company’s existing joint venture Web sites. The Company is also conducting a modest, on-going direct marketing campaign regarding its web development and hosting services, targeting the Gulf Coast region of Texas. In the future, as any required funds become available, the Company may employ a variety of other media, program and product development, business development and promotional activities to market its fee-for-service division and for one or more of its joint ventures. For example, the Company may place advertisements on various Web sites. These advertisements should usually take the form of banners that encourage readers to click through directly to the Company’s Web sites. The Company also may enter into co-marketing agreement pursuant to which links to the Company’s Web sites will be featured on other, non-Company Web sites. The Company also may engage in a coordinated program of print advertising in specialized and general circulation newspapers and magazines. The Company hopes that in the future it will receive free publicity such in the form of being featured in a wide variety of television shows, articles and radio programs and widely-read portions of the Internet, such as portions included on Netscape and Yahoo!

Operating Infrastructure and Technology

        The operating infrastructure of the Company’s and its joint ventures’ Web sites (the “Web Sites”) are designed and implemented to support the delivery of millions of page views a day. Web pages will be generated and delivered, in response to end-users requests, by any one of several servers. The Web Sites must be capable of accommodating a high volume of traffic and delivering frequently updated information. Key attributes of the Web Sites’ operating infrastructure include the ability to support growth, performance and service availability. The Web Sites’ servers will run on the Sun Solaris and Microsoft NT operating systems and will use Netscape Enterprise, Apache and Microsoft Corporation’s IIS Web server software. The Company expects that it will always rely on an Internet service provider (the “ISP”) to maintain the Web Sites’ production servers. The ISP for most of the Web Sites is currently HTE8, Inc. For more information about HTE8, Inc., visit its Web site at “www.hte8.com.” The Web Sites’ operations will depend upon the ISP’s ability to protect its systems against damage from fire, hurricanes, power loss, telecommunications failure, break-ins and other events. The Company will try to maintain an ISP that (1) provides comprehensive facilities management services including human and technical monitoring of all production servers 24 hours per day, seven days per week, (2) provides the means of connectivity for the Web Sites’ servers to end-users via the Internet through multiple connections and managed Internet security with respect to the Web Sites, and (3) maintains a facility powered by multiple uninterruptible power supplies. Despite the best human efforts, components or features of the Web Sites may suffer outages or experience slower response times because of equipment or software downtime. See “RISK FACTORS -- WE ARE EXPOSED TO THE RISK OF SYSTEM FAILURE, AND SUCH A FAILURE COULD MATERIALLY ADVERSELY AFFECT US.” The Company intends to rely on the redundancies and disaster recovery plan of its ISP. There can be no assurance that the redundancies and disaster recovery plan of the Company’s ISP will be sufficient to protect the Company.

        Most of the Web Sites have implemented a broad array of site management, customer interaction, transaction-processing and fulfillment services and systems using commercially available, licensed technologies. The Company’s current strategy has been to license commercially available technology whenever possible rather than seek internally developed solutions. Most of the Web Sites will use a set of applications for accepting and validating customer orders, organizing, placing and managing orders with vendors, receiving product and assigning it to customer orders, and managing shipment of products and services to customers based on various ordering criteria. These applications will also manage the process of accepting, authorizing and charging customer credit cards. In addition, most of the Web Sites’ systems will allow them to maintain ongoing automated e-mail communications with customers throughout the ordering process at a negligible incremental cost. These systems will automate many routine communications entirely, facilitate management of customer e-mail inquiries and allow customers (on a self-service basis) to check order status, change their e-mail address or password, and check subscriptions to personal notification services. Usually, a group of systems administrators and network managers will monitor and operate the Web Sites, network operations and transaction-processing systems. The continued uninterrupted operation of the Web Sites and transaction-processing systems is essential to their businesses, and the site operations staff is expected to ensure, to the greatest extent possible, the reliability of the Web Sites and transaction-processing systems.

Competition

        In general, the market for Internet professional services and electronic commerce are relatively new, intensely competitive, rapidly evolving and subject to rapid technological change. The Company expects competition to persist, intensify and increase in the future. Barriers to entry are minimal, and new competitors can enters these markets at a relatively low cost. Most of the Company’s current and potential competitors have longer operating histories, larger client bases, longer relationships with clients and significantly greater financial, technical, marketing and public relations resources than the Company and could decide at any time to increase their resource commitments to the Company’s markets. In addition, these markets are subject to continuing definition, and, as a result, the core business of certain of the Company’s competitors may better position them to compete in these markets as they mature. Competition of the type described above could materially adversely affect the Company’s business, results of operations and financial condition. The Company’s currently financial and operational condition has severely limited its ability to compete effectively.

        With regard to the Company’s fee-for-services division, the Company believes that the principal competitive factors in its market are strategic expertise, technical knowledge and creative skills, brand recognition, reliability of the delivered solution, client service and price. There can be no assurance that existing or future competitors will not develop or offer services that provide significant performance, price, creative or other advantages over those offered by the Company, which could have a material adverse effect on the Company’s business, results of operations and financial condition. The Company has no patented technology that would preclude or inhibit competitors from entering the Internet professional services market.

        With regard to the Company’s joint venture division, the Company believes that the principal competitive factors in its markets will be brand recognition, selection, personalized services, convenience, price, accessibility, customer service, quality of editorial and other site content and reliability and speed of fulfillment, and the Company intends to compete vigorously in all of these aspects. Nonetheless, electronic retailers may be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed companies as use of the Internet and electronic commerce increases. Certain of the Company’s competitors may be able to secure merchandise from vendors on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory availability policies and devote substantially more resources to their Web sites and systems development than the Company. Increased competition may result in reduced operating margins, loss of market share and a diminished brand franchise. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service or marketing decisions or acquisitions that could have a material adverse effect on its business, prospects, financial condition and results of operations. In addition, companies that control access to transactions through network access or Web browsers could promote the Company’s competitors or charge the Company a substantial fee for inclusion.

Employees

        The Company currently has three full-time employees. The Company expects that it may have as many as five to ten employees within the next year, excluding employees of any acquired businesses. Although the competition for employees is fairly intense, the Company does not now foresee problems in hiring additional qualified employees to meet its labor needs. The Company also utilizes the services of ten outside consultants, who each devote a meaningful amount of their business time to matters involving the Company.

Properties and Facilities

        The Company currently leases a small amount of office space for its corporate offices on a month-to-month basis and a small amount of rack space for servers in HTE8‘s network operations center located at HTE8‘s main headquarters in Houston. The HTE8 lease is for a six-month term expiring in November 2000. The Company also owns a number of equity interests in joint ventures. For a discussion of these equity interests, see “ITEMS 1 and 2 BUSINESS AND PROPERTIES - BUSINESS - Joint Venture Division.” The Company does not own any significant tangible property.

ITEM 3. LEGAL PROCEEDINGS

        On or about December 30, 1999 Louis Ferro, a former consultant of the Company, instituted a lawsuit against the Company and Greg J. Micek, a Director and the President of the Company, in the Supreme Court of the State of New York, County of New York (Index No. 605883). (The Supreme Court of the State of New York is the initial level trial court of the State of New York.) The Summons with Notice received by the Company indicated that the nature of the action was breach of contract, unjust enrichment and libel, and that Mr. Ferro was seeking $1,042,132.89 (plus interest) in damages. Effective May 5, 2000, all parties to this lawsuit entered into a Stipulation of Settlement to settle this lawsuit, providing for the payment by the defendants to Mr. Ferro of installments totalling $25,000. In the Stipulation of Settlement, Mr. Ferro and the defendants gave to each other mutual releases of all claims arising prior to the date thereof, except for any claims pertaining to shares of the Company’s common stock issued to Mr. Ferro or options to purchase shares of the Company’s common stock granted in favor of Mr. Ferro.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        None.

PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

        The Company’s common stock (the “Common Stock”) is traded on the OTC Bulletin Board under the symbol “JVWB”. As of June 30, 2000, the Company had approximately 270 holders of record. Presented below are the high and low closing prices of the Common Stock for the periods indicated:

                                                                       High(1)          Low(1)

         Fiscal year ending June 30, 2000:

         Fourth Quarter                                                $ .875           $ .218

         Third Quarter                                                 $1.718           $ .281

         Second Quarter                                                $ .593           $ .156

         First Quarter                                                 $ .937            $ .33


         Fiscal year ending June 30, 1999:

         Fourth Quarter                                                $1.81            $ .43

         Third Quarter                                                 $ .78            $ .36

         Second Quarter                                               $ .562            $ .125

         First Quarter                                                $1.250            $ .406

        The Company has never paid cash dividends, and has no intentions of paying cash dividends in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion provides information to assist in the understanding of the Company's financial condition and results of operations, and should be read in conjunction with the financial statements and related notes appearing elsewhere herein.

GENERAL DISCUSSION

As is noted by our financial report, JVWeb has been fundamentally impacted, as has many internet-related companies, by the sudden and dramatic downturn in the internet economy or “bubble”. This has triggered a deep loss of momentum in both our fee for service initiatives, as well as the business development efforts of our various joint ventures. This has also caused a significant and unexpected depletion of our available resources.

As a result, management is aggressively cutting costs and minimalizing operations. Our primary focus will be in seeking out an appropriate merger candidate, although no material discussions are going on at the present time. Management has no assurance that such discussions will lead to a successful conclusion, or, in fact, how a possible transaction might be structured. Management does believe an inherent value in the enterprise exists in the formation of its “internet eco-system”. Specifically, the most recent acquisition of the sweepstakes-related media assets as part of our overall joint venture asset group, we feel gives the company a fundamental business value. We will be targeting, as potential merger partners, entities that are compatible with this internal value. At this time, however, we don’t have an idea as to how any potential merger partners will view the value of our ecosystem.

At the operational level, we have cut back to a minimal level. We are engaging in two pursuits. First, we are continuing to seek out revenue producing web development projects. Second, we are concentrating on our sweepstakes affiliated entity to generate advertising and subscriber revenue.

With the sudden and dramatic marketplace changes, we don’t have any certainty as to success of the above events. However, we will apply all remaining resources to reaching a stable business level.

FINANCIAL STATEMENT DISCUSSION

Balance Sheet

Current Assets: Current assets of $18,021 represent a reduction from $170,894 as of 6/30/99. Our customer billing activity is down because our mid-1999 AMP3 consulting project completed in 1999. Our new projects customer and advertising billing is still in the start up phase.

Total Assets: Total assets of $72,502 represent a reduction from $273,584 as of 6/30/99. As is noted in the auditors report, the acquisitions that were made for the current and prior year were written down in conformance with auditing standards. For a complete update on the status of these ventures, please refer to the joint venture summary below.

Current Liabilities: Current liabilities include accounts payable of $168,191, which reflects an increase from the 6/30/99 reported level of $54,751. The current year saw more aggressive development of joint venture properties. Collections from billing did not keep pace with this increased production. Also, the notes payable and accrued interest to the founding shareholder of $601,730 represented an increase from the prior 6/30/99 level of $161,638.

Stockholders Equity: Paid in capital of $3,534,004 increased from the 6/30/99 level of $1,241,236. This increase was due primarily from the issuance of stock for the various joint ventures established in the year. Correspondingly, the accumulated deficit account increase to ($4,366,183) from ($1,311,827) as of 6/30/99, was primarily a reflection of the accounting write-down of the joint ventures established with the issuance of JVWeb stock.

Income Statement

Sales: Gross revenue of $84,647 represented a decrease from $220,825 in fiscal 1999. This decrease reflected the primary focus for the year, which was on building the joint ventures (see joint venture discussion, below).

General and Administrative Expenses: The $1,405,543 in general and administrative expenses represented an increase from the 1999 amount of $1,075,365. The increase was due to an aggressive to build the joint ventures that were brought in to the JVWeb network.

Write-down of investment carrying value: As had been stated above, our auditors determined a write-down of the acquisitions was required due to the auditors adherence to generally accepted accounting principles. Our properties are, for the most part, in a start up phase, and the internet marketplace is new. Generally accepted accounting principles require objective verifiable assumptions, which do not exist in this marketplace. For an extended discussion of the status of the joint ventures, see below.

Statements of Consolidated Cash Flows:

Cash Flows from Operations: Although a considerable amount of stock was issued within this year ending 6/30/00 for investing in joint ventures and for consultants, the actual cash used for operations increased from the 6/30/99 figure of $365,289 to the year ending 6/30/00 amount of $583,998.

Cash Flows from Financing Activities: The net cash used by operations was largely funded by the founding shareholder, in the amount of $410,000.

Anticipated Financing Activities through year ending 6/30/01:

Management has reduced expenses to a bare minimum. It does not anticipate receiving any significant funding from the founding shareholder or outside parties for the upcoming year. As a result, the minimal funding required to sustain operations is anticipated to come from consulting revenues to be generated by the fee for service division only.

DISCUSSION OF SPECIFIC BUSINESS UNITS

Summary: In general, the investments required to establish these various joint ventures has already been incurred. The resources required to move these respective ventures beyond the start up phase are mainly management’s time in seeking strategic alliances and sponsorships. Expenses related to maintaining the web properties are a minor related cost.

A. Joint Venture Division: Following is a discussion of the specific joint ventures in which JVWeb has an interest.

1. National Sweepstakes Show, Inc. (NSSI). This entity, in which JVWeb has a 57.3% interest, went live with its first two media properties at the beginning of September. Those properties are:

a.www.sweepstakesnews.com. This is presently structured as an on-line, subscriber-based publication. Its focus is to provide an easy-to-enter compilation of up to 200 current sweepstakes that its subscribers can enter, as well as be a premier reporting source on the sweepstakes industry as a whole. The site went live with an ambitious e-mail blast sponsored by participating barter sites that are featured for free on its home page.

b.www.nationalsweepstakesshow.com. This site archives audio vignettes featuring targeted websites and sweepstakes campaigns. Future plans are to syndicate the audio archives as a radio feature to radio stations nationwide. Such syndication will occur when sufficient sponsorship is amassed to underwrite the effort.

In addition, NSSI is preparing to launch “Sweepstakes News” as a nationally distributed daily advertorial column in conjunction with a minority partner in NSSI, NewsUSA, Inc.

Expected revenue from this venture is structured to come from two sources: Subscriber revenue from the website, and advertising revenue from the aggregation of the print and web properties, with radio planned for the future. Actual September revenue from subscribers was very minor, as 10 subscribers signed up in that initial month. Advertising revenue is now being pursued with the launch of the daily newspaper column. With the site development having been accomplished, the management of NSSI has cut expenses down to a minimum of approximately $3,000 per month. The timing of NSSI reaching a revenue break-even is difficult to predict, since the venture is still in its early operational stage.

2. Ihomeline, Inc., Homeline Talk Radio, and Ihomeline.co.uk, Inc. These three related properties involve the following:

                 a. Ihomeline, Inc.: JVWeb owns a 50% interest in this entity, which primarily contains a website devoted to the home remodeling enthusiast, www.ihomeline.com. It also archives the radio broadcasts of Home Line Talk Radio.

                 b. Home Line Talk Radio. JVWeb owns 100% of this radio program, which is broadcast in Houston, Texas.

                 c. Ihomeline.co,uk., Inc.: JVWeb and Ihomeline, Inc. each own 25% of this entity, of which the other 50% is owned by a London-based new media company. The primary asset and business activity of this venture is the operation of www.ihomeline.co.uk, a british-based home improvement website, which is modeled after www.ihomeline.com.

Revenue is derived from these integrated properties through the sale of advertising. Presently this effort, at $6,000 in monthly revenue, is close to break even. The present focus is to upgrade the quality of the radio programming for future syndication. Some consideration is also being given to branching out into a television show, using the on-air talent of the other 50% partner in ihomeline, Inc. Management views this entity as being relatively stable, as the radio program has been around for 6 1/2 years. However, the annual radio contract with the local radio station is renewed in January. We have had verbal assurance that renewal is expected.

This venture fits within the JVWeb model of providing integrated programming as a solution to advertisers seeking integrated sponsorships.

3. Linksxpress.com, Inc. and Linksxpress.co.uk, Inc.: JVWeb owns a 7.5% interest in Linksxpress.com, Inc. and a 40% interest in Linksxpress.co.uk, Inc. Linksxpress.com, Inc. owns the other 60% interest in Linksxpress.co.uk, Inc. Linksxpress.com, Inc. has, as its primary business, the operation of www.linksxpress.com, an e-commerce shopping portal. This website is fully operational and producing a minimum amount of revenue at this time. An agreement is in place for JVWeb to spin off Linksxpress.com, Inc. into its own separate public company.

The management of linksxpress.com, Inc. plans to roll-out www.linksxpress.co.uk, within its affiliated entity, Linksxpress.co.uk, Inc. at a future date.

4. Eonthestreet, Inc.: This entity, in which JVWeb owns a 60% interest, has, as its primary asset, www.discoverystocks.com, a website focused on identifying and reporting on publicly-traded companies on behalf of the investment community. This website became live in September, 2000, with its first two highlighted companies. The management of this affiliated entity is now building an investor following. As it does so, future revenue will come from featured companies seeking to gain exposure for their firms.

5. Icrosspointe.net, Inc.: JV Web currently owns a 7.5% interest in this startup operation organized to help develop additional revenue for the non-profit community, through the ability to expand donation reach into the internet, as well as generating additional on-line sales of books and tapes, etc. The management of CrossPointe Net reports that it is in the process of raising $250,000 to become operational. The first two years will be devoted to developing its filtered ISP service, cause-related marketing and fund raising consulting. The financial model shows the company can be profitable within the first twelve months of operations by aggressively watching their expenses but no assurances can be given that the funding efforts will be successful, or that the forecasting model will be achieved.

6. Great Records, Inc.: This joint venture with a 50 % ownership split between CrossPointe Net, Inc. and JV Web is targeting its efforts to finding, recruiting and promoting Latin Christian artist residing in the States. This is a large and developing market that should prove very profitable. One female artist has been signed and is currently working on new songs and management is working on booking some tentative signing engagements. However this company is also seeking funding and unless funding is committed to in the near future, the company will be forced to set the contract aside. With the management from the joint ventures running the day-to-day operations, operating expenses are projected to be minimum providing and excellent return for the company.

B. Fee for Service Division: Following is a brief discussion of activities in our fee for service division:

Web Development services: Management initiated a targeted marketing effort to develop this area starting in April. This initiative was particularly hard hit by the dramatic downturn in the Internet economy that occurred this past summer. We have had only very minimal results from this effort, as companies are aggressively pulling back from investing in their websites until they sort out implications of the internet e-commerce shake-out. In addition, management had anticipated a certain volume of service work would come from its joint ventures, which was also negatively impacted by their inability to secure funding.

On a going forward basis, the emphasis is on offering strategic internet consulting services, which is our core competency.

Integrated Sponsorships: In early September, 2000, we brought our www.sweepstakesnews.com website live. With that event, along with our ability to introduce “Sweepstakes News” as a daily print column, we have been able to start marketing this advertising revenue center. As of early October, we have refined our offering into one primary sweepstakes promotion-based product package, and are actively marketing this to advertisers. Again, as we had said under the NSSI discussion above, we can’t predict the timing of this product being accepted by advertisers into becoming a revenue item for the company.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

        The report of Company’s Independent Auditors appear at Page F-1 hereof, and the Financial Statements of the Company appear at Page F-2 through F-9 hereof.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

        Not applicable.

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

        The directors and executive officers of the Company are as follows:

        Name                                        Age               Positions

         Greg J. Micek                               45                Director, President

         Lewis E. Ball                               68                Director, Treasurer & Secretary

        Greg J. Micek has served as a Director and President of the Company since inception. Since 1983, Mr. Micek has been a principal of The Micek Group, a business consulting firm. In this connection, from June 1996 to June 1997 he served as President and Chief Executive Officer of HyperDynamics Corporation (formerly Ram-Z Enterprises, Inc.), a publicly traded company focusing on technology acquisitions. In addition, from 1992 to 1994 Mr. Micek served as the Project Manager for the City of Austin’s Small Contractor Support Network, and from 1991 to 1992, he served as a business reorganization consultant for Parker Brothers, Inc. Mr. Micek received a Bachelor of Arts and a Doctorate of Jurisprudence from Creighton University.

        Lewis E. Ball has served as a director of the Company since November 15, 1997. He has been a financial consultant to a number of companies since 1993. From June 1996 to January 1997, Mr. Ball served as the Chief Financial Officer of HyperDynamics Corporation (formerly Ram-Z Enterprises, Inc.). Mr. Ball has many years of industry experience as a Chief Financial Officer and Director of several major public companies, including Stewart & Stevenson Services, Inc. and Richmond Tank Car Company (from 1983 to 1993). He is a Certified Public Accountant and a Certified Management Accountant. Mr. Ball earned a Bachelor of Business Administration in Finance from the University of Texas at Austin, followed by post-graduate studies in accounting at the University of Houston.

        The authorized number of directors of the Company is presently fixed at two. Each director serves for a term of one year that expires at the following annual stockholders’ meeting. Each officer serves at the pleasure of the Board of Directors and until a successor has been qualified and appointed. Currently, directors of the Company receive no remuneration for their services as such, but the Company will reimburse the directors for any expenses incurred in attending any directors meeting.

        There are no family relationships, or other arrangements or understandings between or among any of the directors, executive officers or other person pursuant to which such person was selected to serve as a director or officer.

        Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires that the Company’s officers and directors, and person who own more than ten percent of a registered class of the Company’s equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish the Company with copies of all such Section 16(a) forms. Based solely on its review of written representations from certain reporting person, the Company believes that, during fiscal 2000, each of its officers, directors and greater than ten percent stockholders complied with all such applicable filing requirements.

ITEM 10. EXECUTIVE COMPENSATION.

Summary Compensation Table

        The following table sets forth the compensation paid by the Company to its Chief Executive Officer for services in all capacities to the Company (no executive officer of the Company had total annual salary and bonus for the fiscal years ended June 30, 2000, 1999, or 1998 exceeding $100,000).

                                           Summary Compensation Table (1)

                                                     Annual                     Long-Term
                                                     Compensation               Compensation

(a)                        (b)              (c)               (e)               (g)
                           Fiscal
Name and                   Year                               Other Annual      Securities Underlying
Principal Position         Ended            Salary            Compensation      Options (number of shares)
- ------------------         -----            ------            ------------      --------------------------

Greg J. Micek              6/30/00            (2)                   -0-                       -0-
Chief Executive            6/30/99            (2)                   -0-                       -0-
Officer and                6/30/98            (2)                   -0-                 2,000,000
President

(1) The Columns designated by the SEC for the reporting of certain bonuses, long-term compensation, including awards of restricted stock, long term incentive plan payouts, and all other compensation, have been eliminated as no such bonuses, awards, payouts or compensation were awarded to, earned by or paid to any specified person during any fiscal year covered by the table.
(2) Mr. Micek is entitled to an annual salary of $60,000; however, he voluntary elected not to receive any portion of his salary during fiscal 2000, fiscal 1999 or fiscal 1998.

Stock Option Grants

        The Company did not grant any stock options to any executive officer during the fiscal year ended June 30, 2000.

Option Exercises/Value of Unexercised Options

        The following table sets forth the number of securities underlying options exercisable at June 30, 2000, and the value at June 30, 2000 of exercisable in-the-money options remaining outstanding as to the Chief Executive Officer of the Company. No SAR's of any kind have been granted.

                                         Aggregated Option Exercises in Last
                                    Fiscal Year and Fiscal Year End Option Values

(a)                                         (d)                                         (e)

                                    Number of Securities
                                    Underlying Unexercised                      Value of Unexercised
                                    Options at June 30, 2000                    In-the-Money Options at
                                    (Numbers of Shares)                         June 30, 2000
Name                                Exercisable                                 Exercisable
- ----                                -----------                                 -----------

Greg J. Micek                       2,000,000                                   $236,000(2)

---------------------

(1) The Columns designated by the SEC for the reporting of the number of shares acquired on exercise, the value realized, and the number and value of unexercisable options have been eliminated as no options were exercised and no unexercisable options existed during the fiscal year covered by the table.
(2) The price of the Common Stock used for computing this value was the $.218 per share closing bid price of the Common Stock on the OTC Bulletin Board on June 30, 2000.

Compensation Agreement with Key Personnel

        The Company has entered into an employment agreement (the "Micek Employment Agreement") with Greg J. Micek, a Director and the President of the Company. The Micek Employment Agreement has a term of three years and will expire in accordance with its terms in November 2000. Under the Micek Employment Agreement, Mr. Micek is to receive an annual salary of $60,000, although as of September 15, 2000, he not yet received any payment from the Company on his salary. Mr. Micek is also entitled to participate in any and all employee benefit plans hereafter established for the employees of the Company. The Micek Employment Agreement contains a covenant not to compete barring Mr. Micek from engaging in the electronic commerce business anywhere in the world for one year after the termination of the Micek Employment Agreement by the Company with cause or by Mr. Micek without cause. Moreover, pursuant to an agreement between the Company and Mr. Micek, the Company granted to Mr. Micek options to purchase 2,000,000 shares of Common Stock at a per-share purchase price of $.10. The options have a term of five years.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        The following table sets forth as of June 30, 2000 information regarding the beneficial ownership of Common Stock (i) by each person who is known by the Company to own beneficially more than 5% of the outstanding Common Stock; (ii) by each director; and (iii) by all directors and officers as a group.

         Name and Address of                                                         Beneficial Ownership(1)
          Beneficial Owner                                                              Number           Percent
- ---------------------------------------------------------------------------------------------------------------------

         Greg J. Micek                                                                  7,750,000(2)      48.2%
         5444 Westheimer, Suite 2080
         Houston, Texas 77056

         Lewis E. Ball                                                                    110,000           *
         6122 Valley Forge
         Houston, Texas 77057

         Linksxpress.com, Inc.                                                            780,000(3)      5.5%
         625 Howe Street, Suite 402
         Vancouver, B.C.  V6C-2T6

         All directors and officers                                                     7,860,000(4)     48.9%
         as a group (two persons)

(1) Includes shares Stock beneficially owned pursuant to options and warrants exercisable within 60 days after the date of this Annual Report.

(2) Includes 5,750,000 shares owned outright and 2,000,000 shares that may be purchased pursuant an option currently exercisable. (3) Includes 630,000 shares owned outright and 150,000 shares that may be purchased pursuant an option currently exercisable. (4) Includes 5,860,000 shares owned outright and 2,000,000 shares that may be purchased pursuant an option currently exercisable.

* Less than one percent.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        In connection with the organization of the Company, the Company issued to Mr. Micek 6.2 million shares of Common Stock in consideration of a payment of $62,000. The terms and conditions of Mr. Micek’s employment with the Company and the grant of a stock option to him in this connection are discussed in the subsection captioned “Compensation Agreement with Key Personnel” immediately preceding.

        Between October 1997 and early June 1999, John J. Micek, Jr. loaned $200,000 to the Company. John J. Micek, Jr. is the father of Greg J. Micek, a director and the President of the Company. Such loans were represented by a number of demand promissory notes. During fiscal 1999, Greg J. Micek acquired from John J. Micek, Jr. all of these promissory notes in exchange for 300,000 shares of the Company's common stock held by him. In addition, during fiscal 2000, Greg J. Micek advanced to the Company an additional amount of $410,234. Each of the promissory notes and the additional amount are accruing interest at a rate of six percent per annum. As of June 30, 2000, the total balance owed by the Company to Greg J. Micek (including accrued interest) was approximately $601,730. Greg J. Micek has not expressed any intention to demand payment of any of the outstanding amounts.

        As a finder’s fee for making the introductions leading to the investment of Eurbid.com in the Company and for a payment of $.01 per share, the Company issued to Lewis E. Ball, a director of the Company, 100,000 shares of Common Stock. In consideration of services provided to the Company, the Company issued to Mr. Ball 20,000 shares of Common Stock.

PART IV.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Documents filed as part of this report:

1.  Consolidated Financial Statements:

          Report of Independent Auditors .......................................................................F-1

          Consolidated Balance Sheet as of June 30, 2000 ...................................................... F-2

          Consolidated Income Statements for the years ended June 30, 2000 and 1999 ........................... F-3

          Statement of Stockholders' Equity for the years ended June 30, 2000 and 1999 .........................F-4

          Statements of Consolidated Cash Flows for the years ended June 30, 2000 and 1999 .................... F-5

          Notes to Consolidated Financial Statements ...........................................................F-6

2.  Financial Statement Schedules:

          Schedule II - Valuation and Qualifying Accounts

                        NONE

3.  Exhibits:

        The following exhibits are filed with this Annual Report or are incorporated herein by reference:

Exhibit No.       Description

3.01            Certificate of Incorporation of the Company is incorporated herein by reference
                from the Company’s Registration Statement on Form SB-2 (SEC File No.
                333-41635) filed December 29, 1997, Item 27, Exhibit 3.01.

3.02            Bylaws of the Company is incorporated herein by reference from the
                Company’s Registration Statement on Form SB-2 (SEC File No. 333-41635)
                filed December 29, 1997, Item 27, Exhibit 3.02.

4.01            Specimen Common Stock Certificate is incorporated herein by reference from the
                Company’s Registration Statement on Form SB-2 (SEC File No. 333-41635)
                filed December 29, 1997, Item 27, Exhibit 4.01

4.02            Warrant Agreement dated December 15, 1997 between the Company and American Stock
                Transfer & Trust Company is incorporated herein by reference from the
                Company’s Registration Statement on Form SB-2 (SEC File No. 333-41635)
                filed December 29, 1997, Item 27, Exhibit 4.02.

4.03            First Amendment to Agreement dated March 31, 1998 between the Company and
                American Stock Transfer Company & Trust Company is incorporated herein by
                reference from Amendment No. 2 to the Company’s Registration Statement on
                Form SB-2/A (SEC File No. 333-41635) filed April 21, 1998, Item 27, Exhibit
                4.03.

4.04            Second Amendment to Agreement dated April 15, 1998 between the Company and
                American Stock Transfer Company & Trust Company is incorporated herein by
                reference from the Company’s Registration Statement on Form SB-2/A (SEC
                File No. 333-74381) filed March 15, 1999, Item 27, Exhibit 4.04.

10.01           Employment Agreement dated December 1, 1997 by and between the Company and Greg
                J. Micek is incorporated herein by reference from the Company’s
                Registration Statement on Form SB-2 (SEC File No. 333-41635) filed December 29,
                1997, Item 27, Exhibit 10.02.

10.02           Stock Option Agreement dated December 1, 1997 executed by the Company in favor
                of Greg J. Micek is incorporated herein by reference from Amendment No. 1 to the
                Company’s Registration Statement on Form SB-2/A (SEC File No. 333-41635)
                filed February 27, 1998, Item 27, Exhibit 10.03.

10.03           Stock Option Agreement dated December 17, 1997 executed by the Company in favor
                of Dudley R. Anderson is incorporated herein by reference from Amendment No. 1
                to the Company’s Registration Statement on Form SB-2/A (SEC File No.
                333-41635) filed February 27, 1998, Item 27, Exhibit 10.04.

10.04           Stock Option Agreement dated December 1, 1997 executed by the Company in favor
                of Kevin Dotson is incorporated herein by reference from Amendment No. 1 to the
                Company’s Registration Statement on Form SB-2/A (SEC File No. 333-41635)
                filed February 27, 1998, Item 27, Exhibit 10.05.

10.05           Stock Option Agreement dated December 1, 1997 executed by the Company in favor
                of G-2 Advertising is incorporated herein by reference from Amendment No. 1 to
                the Company’s Registration Statement on Form SB-2/A (SEC File No.
                333-41635) filed February 27, 1998, Item 27, Exhibit 10.06.

10.06           Consulting Services Agreement dated February 15, 1999 by and between the Company
                and Tanye Capital Corp. is incorporated herein by reference from the
                Company’s Registration Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 15, 1999, Item 27, Exhibit 10.12.

10.07           Master Services Agreement dated March 1999 between the Company and Lernout &
                Hauspie Speech Products, S.A./N.V. is incorporated herein by reference from the
                Company’s (SEC File No. 0-24001) Annual Report on Form 10-KSB for the year
                ended June 30, 1999 Item 13(a), Exhibit 10.13.

10.08           Exchange Agreement dated April 12, 1999 between the Company and AMP3.com, LLC is
                incorporated herein by reference from the Company’s (SEC File No. 0- 24001)
                Annual Report on Form 10-KSB for the year ended June 30, 1999 Item 13(a),
                Exhibit 10.14.

10.09           Agreement dated September 17, 1999 between the Company and LinksXpress.com, Inc.
                is incorporated herein by reference from the Company’s (SEC File No.
                0-24001) Quarterly Report on Form 10-QSB for the quarter ended September 30,
                1999 Item 6(a), Exhibit 10.1.

10.10           Stock Option Agreement dated September 17, 1999 executed by the Company in favor
                of LinksXpress.com, Inc. is incorporated herein by reference from the
                Company’s (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 1999 Item 6(a), Exhibit 10.2.

10.11           Stock Option Agreement dated September 17, 1999 executed by LinksXpress.com,
                Inc. in favor of the Company is incorporated herein by reference from the
                Company’s (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 1999 Item 6(a), Exhibit 10.3.

10.12           Warrant dated September 17, 1999 executed by LinksXpress.com, Inc. in favor of
                the Company is incorporated herein by reference from the Company’s (SEC
                File No. 0-24001) Quarterly Report on Form 10-QSB for the quarter ended
                September 30, 1999 Item 6(a), Exhibit 10.4.

10.13           Stock Purchase Agreement dated December 21, 1999 between the Company and
                LinksXpress.com, Inc. is incorporated herein by reference from the
                Company’s (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended December 31, 1999 Item 6(a), Exhibit 10.1.

10.14           Stock  Purchase  Agreement  dated  January  21,  2000  between the  Company
                and  Crosspointe  Net,  Inc. is incorporated  herein by reference  from  Amendment
                No. 3 to the  Company's  Registration  Statement on Form SB-2/A (SEC File No.
                333-74381) filed March 16, 2000, Item 27, Exhibit 10.20.

10.15           Stock  Purchase  Agreement  dated  September  20, 1999  between the  Company  and
                LinksXpress.com,  Inc. is incorporated  herein by reference  from  Amendment  No.
                3 to the  Company's  Registration  Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 16, 2000, Item 27, Exhibit 10.21.

10.16           Stock Option Agreement dated November 7, 1999 executed by the Company in favor
                of Carlo Pellegrini is incorporated herein by reference from Amendment No. 3 to
                the Company’s Registration Statement on Form SB-2/A (SEC File No.
                333-74381) filed March 16, 2000, Item 27, Exhibit 10.22.

10.17           Stock Option Agreement dated December 15, 1999 between the Company and Ken
                Gooley is incorporated herein by reference from Amendment No. 3 to the
                Company’s Registration Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 16, 2000, Item 27, Exhibit 10.23.

10.18           Asset Purchase Agreement dated April 26, 2000 among National Sweepstakes Show,
                Inc., Sweepstakes Entertainment Corporation and Lawrence F. Curtin is
                incorporated herein by reference from the Company’s (SEC File No. 0-24001)
                Current Report on Form 8-K dated April 27, 2000, Item 7(c), Exhibit 10.01.

10.19           First Amendment to Agreement dated September 17, 1999 between the Company and
                LinksXpress.com, Inc.

10.20           Purchase  Agreement and  Assignment  dated April 4,  2000 between the Company,
                on the one hand, and Home Line Talk Radio, Inc., Jim Neidner and Leonard Pizalate,
                on the other hand.

10.21           Services Agreement dated April 1, 2000 between the Company and iHomeline.com, Inc.

10.22           Sales  Representative  Agreement  (Integrated  Sponsorships)  dated April 1, 2000
                between the Company and iHomeline.com, Inc.

10.23           Agreement dated April 1, 2000 between the Company and Jim Neidner.

10.24           License Agreement dated April 4, 2000 between the Company and iHomeline.com, Inc.

10.25           Option Agreement dated April 4, 2000 made by Jim Neidner in favor of the Company.

10.26           Stock Purchase Agreement dated August 2, 2000 between the Company and 2Cs Communications, Ltd.

10.27           Stock Purchase Agreement dated May 10, 2000 between the Company and Jordan Ness.

10.28           Asset Contribution Agreement and Assignment dated May 10, 2000 between Jordan Ness and eonthestreet.com, Inc.

10.29           Asset Purchase Agreement and Assignment dated May 10, 2000 between Steve Naremore and eonthestreet.com, Inc.

10.30           Covenant Not to Compete dated May 10, 2000 executed by Steve Naremore in favor of eonthestreet.com, Inc.

10.31           Stipulation of Settlement dated May 5, 2000 among Louis Ferro, the Company and Greg J. Micek

99.01           The Company’s Year 2000 Consultant Compensation Plan is incorporated herein
                by reference from the Company’s Registration Statement on Form S-8 (SEC
                File No. 333-96057) filed February 3, 2000, Item 8, Exhibit 4.02.

99.02           The Company’s 2000 Non-Qualified Stock Option Plan is incorporated herein
                by reference from the Company’s Registration Statement on Form S-8 (SEC
                File No. 333-43884) filed August 16, 2000, Item 8, Exhibit 4.02.

          (b)   Reports on Form 8-K

                The Registrant filed a Current Report on Form 8-K dated May 12, 2000 reporting on
                the acquisition of substantially all of the assets of Sweepstakes Entertainment
                Corporation.

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
JVWeb, Inc.
Houston, Texas

We have audited the accompanying consolidated balance sheet of JVWeb, Inc., as of June 30, 2000, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the two years in the period ended June 30, 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of JVWeb, Inc. as of June 30, 2000, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2000 in conformity with generally accepted accounting principles.

MALONE & BAILEY, PLLC
Houston, Texas

October 9, 2000

F-1

                                                     JVWeb, Inc.
                                             Consolidated Balance Sheet
                                                    June 30, 2000


         ASSETS

Current Assets
  Cash                                                                             $     6,902
  Trade accounts receivable, net of $56,589
         allowance for doubtful accounts                                                 2,056
  Prepaid insurance                                                                      9,063
                                                                                      -----------
         Total Current Assets                                                           18,021
                                                                                      -----------

Office equipment and furniture, net of $3,476
         accumulated depreciation                                                        3,856
Note receivable                                                                         50,000
Deposit                                                                                    625
                                                                                    -----------
         TOTAL ASSETS                                                              $    72,502
                                                                                    ===========



         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                                 $   168,191
  Accrued expenses                                                                       3,781
  Note payable to founding shareholder                                                 571,872
  Accrued interest on note to founding shareholder                                      29,858
                                                                                   -----------
         Total Current Liabilities                                                     773,702
                                                                                   -----------

Minority interest                                                                            0

Stockholders' Equity
  Preferred stock, $.01 par, 10,000,000 shares authorized,
         no shares issued or outstanding                                                  -
  Common stock, $.01 par, 50,000,000 shares authorized,
         13,097,946 shares issued and outstanding                                      130,979
  Paid in capital                                                                    3,534,004
  Accumulated (deficit)                                                             (4,366,183)
                                                                                   -----------
         Total Stockholders' Equity (deficit)                                       (  701,200)
                                                                                    -----------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $    72,502
                                                                                   ===========








                                   See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 2

                                                     JVWeb, Inc.
                                           Consolidated Income Statements
                                     For the Years Ended June 30, 2000 and 1999


                                                                                       2000                1999
                                                                                   -----------         -----------

Sales                                                                              $    93,047         $   220,825
Cost of sales                                                                           22,200              53,286
                                                                                   -----------         -----------
         Gross Margin                                                                   70,847             167,539
                                                                                   -----------         -----------

General and administrative                                                           1,405,543           1,075,365
Writedown of investment carrying values                                              1,636,365
Bad debts reserve                                                                       56,923             219,789
Depreciation                                                                             1,771               1,463
                                                                                   -----------         -----------
                                                                                     3,100,602           1,296,617
                                                                                   -----------         -----------

         Operating (Loss)                                                           (3,029,755)         (1,129,078)

Other income and (expense)
  Interest income                                                                           35
  Interest expense on debt to founding shareholder                                  (   24,636)         (    8,129)
                                                                                   -----------         -----------
                                                                                    (   24,601)         (    8,129)
                                                                                   -----------         -----------

         Net (loss)                                                                $(3,054,356)        $(1,137,207)
                                                                                   ===========         ===========


Net loss per common share                                                                $(.29)              $(.14)

Weighted average common shares outstanding                                          10,601,106           7,968,402





















                                  See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 3

                                                     JVWeb, Inc.
                                          Statement of Stockholders' Equity
                                     For the Years Ended June 30, 2000 and 1999


                                   Common Stock                    Paid In         Accumulated
                                     Shares        Amount          Capital          (Deficit)              Totals
                                  ---------      --------       ----------         -----------         -----------

Balances,
  June 30, 1998                  7,170,000      $ 71,700         $  112,816      $(  174,620)        $     9,896

Shares issued for
  - cash                           939,597         9,396            325,816                              335,212
  - services                     1,042,900        10,429            704,355                              714,784
  - investments
    AMP3                           200,000         2,000             98,000                              100,000

Time Financial
  - shares returned              (  70,000)      (   700)               700

Fractional shares                   45,060           451          (     451)

Net (loss)                                                                         (1,137,207)         (1,137,207)
                                  ---------      --------       ----------         -----------         -----------

Balances,
  June 30, 1999                  9,327,557        93,276          1,241,236        (1,311,827)             22,685

Shares issued for
  - cash                           147,135         1,471            140,039                               141,510
  - services                     1,221,254        12,213            714,015                               726,228
  - less value of
      services not
      yet performed                                               (  73,632)                           (   73,632)

  - investments
    Sweepstakes                    650,000        14,500            948,000                               962,500
    Linksxpress                    650,000         6,500            456,000                               462,500
    Crosspointe                    527,000         5,270            521,730                               527,000
    iHomeline                      275,000         2,750            100,375                               103,125
    eonthestreet                   300,000         3,000            115,740                               118,740

Net (loss)                                                                         (3,054,356)         (3,054,356)
                                  ---------      --------        ---------         -----------         -----------

Balances,
  June 30, 2000                 13,097,946      $130,979         $3,534,003       $(4,366,183)        $(  701,200)
                                 ==========      ========       ==========         ===========         ===========










                                   See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 4

                                        Statements of Consolidated Cash Flows
                                     For the Years Ended June 30, 2000 and 1999


                                                                                       2000                1999
                                                                                   -----------         -----------
CASH FLOWS FROM OPERATIONS
  Net (loss)                                                                     $(3,054,356)        $(1,137,207)
  Adjustments to reconcile net deficit
    to cash provided from operating activities
         Depreciation                                                                  1,776               1,170
         Common stock issued for services                                            652,596             714,784
         Writedown of investments made with
           common stock
           - made in current year                                                  1,536,365
           - made in prior year                                                      100,000
         Bad debts                                                                    56,589
    Changes in:
         Accounts receivable                                                      (   58,645)
         Inventory                                                                                         5,305
         Employee advances                                                                                 2,550
         Prepaid expenses                                                             34,598          (   23,827)
         Accounts payable                                                            121,293              46,936
         Accrued interest payable to founder                                          22,005
         Accrued expenses                                                              3,781
                                                                                   -----------         -----------
         NET CASH (USED BY) OPERATING ACTIVITIES                                  (  583,998)         (  365,289)
                                                                                   -----------         -----------

CASH FLOWS (USED BY) INVESTING ACTIVITIES
  Purchase of office equipment and furniture                                      (    2,942)
  Equipment deposit made                                                          (      625)
  Investment in Note Receivable from AMP3                                                             (   50,000)
                                                                                   -----------         -----------
         NET CASH (USED BY) INVESTING ACTIVITIES                                   (    3,567)         (   50,000)
                                                                                   -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances by founding shareholder                                                    410,234             123,638
  Payments on third party note payable                                                                 (    1,250)
  Issuance of common stock                                                            141,510             335,212
                                                                                   -----------         -----------
         NET CASH FROM FINANCING ACTIVITIES                                           551,744             457,600
                                                                                   -----------         -----------

NET INCREASE (DECREASE) IN CASH                                                    (   35,821)             42,311

Cash at beginning of period                                                            42,723                 412
                                                                                   -----------         -----------

Cash at end of period                                                             $     6,902         $    42,723
                                                                                   ===========         ===========








                                   See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 5

JVWeb, Inc.
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations. JVWeb, Inc. (“Company”) was formed October 28, 1997 as a Delaware corporation. The Company was formed to market and develop internet sites as commercial sales outlets. The Company also provides internet consulting services.

Use of estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Consolidation. All significant intercompany transactions have been eliminated.

Cash and cash equivalents. For purposes of the cash flow statement, the Company considers highly liquid investments with maturities less than 90 days as cash and cash equivalents.

Revenue recognition. Revenue from consulting is recognized when services are rendered. Bad debts are reserved whenever significant doubt arises as to collectibility.

Office equipment and furniture are valued at cost. Depreciation is computed using the straight-line method based on estimated useful lives of 3 to 5 years.

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily related to differences in the carrying values of investments made by issuing stock, and by depreciation timing differences.

NOTE 2 - INVESTMENTS

In fiscal 1999, the Company advanced $268,589 in cash and services and 200,000 shares of stock (valued at $100,000) in exchange for a 5% ownership in AMP-3.com, LLC, (“AMP-3”) a start-up company providing Internet music retail sales and promotion services to the music industry. Since then, AMP-3 has not been successful and the ability of the Company to recover some or all of this investment is doubtful. All of this investment was written off in the current year, excepting a $50,000 cash loan made in 1999, because of doubtful collection. The $50,000 cash loan is believed collectible because a substantial investor of AMP-3 personally guaranteed it. Collection attempts have not begun because of the remaining possibility of AMP-3 paying it off.

In the current year, the Company advanced $217,298 in cash and services, and 3,202,000 shares of stock (valued at $2,036,365) in the following privately-held opportunities:

         National Sweepstakes Show, Inc., 1,450,000 shares for 57.3% ownership,
                  of which 800,000 shares are held in escrow pending certain performance
                  criteria being met; none has been met as of October 9, 2000.
                  - a start-up on-line, subscriber-based publication reporting on
                  sweepstakes opportunities and related websites.





                                                         F-6





                                                     JVWeb, Inc.
                                            NOTES TO FINANCIAL STATEMENTS


NOTE 2 - INVESTMENTS (continued)

         iHomeline, Inc., 275,000 shares for 50% ownership in the corporation,
                  which operates a website, 100% of the radio program "Home Line Talk Radio" and 50% ownership of a London-based
                  affiliate; Option to acquire an additional 25% of the U.S. corporation for $7,500 from Jim Neidner, founder of the
                  radio program, if Mr. Neidner ever quits.
                  - a start-up website for the home remodeling enthusiast in the
                  U.S., a separate website in the United Kingdom, and rights to a home improvement talk radio show.
         Linksxpress.com, Inc., 150,000 shares for 7.5% ownership (500,000
                  shares), options to purchase an additional 500,000 shares at prices ranging from $.25 to $2 per share and warrants
                  to purchase an additional 1,000,000 shares at $2 per share,
         Linksxpress.co.uk, Inc., 500,000 shares for 40% ownership.
                  - a start-up e-commerce shopping portal in Canada and plans for a similar one in the United Kingdom.
         Eonthestreet, Inc., 300,000 shares for 60% ownership in this corporation
                  which owns the "discoverstocks.com" website.
                  - a start-up website which selects and reports on the investment prospects of featured publicly-traded companies.
         Crosspointe Net, Inc., for 7.5% ownership of Crosspointe and 50%
                  ownership of Great Records, Inc., co-owned by Crosspointe.
                  - Crosspointe was formed to perform web-related fundraising for
                  churches and Great Records was formed to publish and promote Latin-Christian recording artists.

The above investment agreements generally contain a buy-sell provision and non-compete clauses with certain principals, but no share lockup agreements.

National Sweepstakes Show, Inc. is managed by the Company. Each other entity is managed by the other owners.

Of the above, only the talk radio show existed as an operating entity with revenues prior to Company involvement. Since its acquisition on April 4, 2000, the Home Line Talk Radio show has had nominal revenues and expenses.

In 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 121 prescribes the accounting treatment for long-lived assets, identifiable intangibles and goodwill related to those assets when there are indications that the carrying values of those assets may not be recoverable. Each such investment described above (excepting the "Home Line Talk Radio" portion of iHomeline) is a start-up venture in Internet-related marketing concepts involving substantial up-front uncertainty about the likelihood of success. Management purchased each such venture stake only with Company stock, valued at the stock's trading price on the day of the purchase. Because almost no relevant valuation information on Internet marketing concepts exists, a review of operating history to date was made in September 2000, requiring a write-down of the total $2,136,365 carrying value down to $0 as of June 30, 2000.

F-7

JVWeb, Inc.
NOTES TO FINANCIAL STATEMENTS

NOTE 2 - INVESTMENTS (continued)

Proper accounting for affiliates requires the use of full consolidation for affiliates where the Company controls operations, and the equity method of accounting for affiliates with 20% - 50% ownership by the Company. All operations of National Sweepstakes Show, iHomeline and the radio talk show, and Eonthestreet are consolidated in these financial statements. Great Records had no meaningful expenses for the period ended June 30, 2000. Expense monies advanced by the Company on other ventures are included in these statements. Any amounts obtained from other sources by Linksxpress or Crosspointe are not consolidated as the investments are already written down to $0.

NOTE 3 - RELATED PARTY TRANSACTIONS

Mr. Micek, the founding shareholder, contributed $69,516 cash for his initial founding shares. Since then, he has loaned the Company $38,000 in fiscal 1998, $123,638 in 1999, and $410,234 in 2000. These loans have no collateral, bear interest at 6% and are repayable on demand.

NOTE 3 - RELATED PARTY TRANSACTIONS (continued)

The Company entered into a three-year employment agreement with Mr. Micek in October 1997, which provided for an annual salary of $60,000. The Company has not accrued or paid any wages to date.

In October 1997, the Company granted 2,000,000 stock options to Mr. Micek to purchase common stock at $.10 per share. The options may be exercised at any time and expire on October 30, 2002.

NOTE 4 - OPERATING LEASE

The Company is obligated on a corporate office lease in Houston, Texas on a month-to-month basis, currently at $1,800 per month. Lease expense for 2000 and 1999 was $18,000 and $36,000, respectively

NOTE 5 - STOCK OPTIONS

Beginning at inception, the Company adopted the disclosure requirements of FASB Statement 123, Accounting for Stock Based Incentive Plans. The Company has granted options pursuant to its stock option plan. Grants are made at management's discretion, and are compensation for services. Additionally, the Company issues warrants from time to time . The stock option plan and warrants issuances are administered by the Board of Directors of the Company, who have substantial discretion to determine which persons, amounts, time, price, exercise terms, and restrictions, if any.

Both options and warrants carry certain anti-dilution provisions concerning stock dividends or splits, mergers and reorganizations.

The Company uses the intrinsic value method of calculating compensation expense, as described and recommended by Accounting Principles Board (APB) Opinion No. 25 (Accounting for Stock Issued to Employees) and permitted by FASB Statement 123. Accordingly, no compensation expense has been recognized for the stock options during the years ended June 30, 1999 and 1998.

F-8

JVWeb, Inc.
NOTES TO FINANCIAL STATEMENTS

NOTE 5 - STOCK OPTIONS (continued)

Summary information on each are as follows:

                                                                                         Weighted         Weighted
                                                                                          Average          Average
                                                                                            Share           Share
                                                         Options           Price          Warrants          Price
                                                        ---------          -----         ---------         --------
Year ended June 30, 1998:
         Granted and outstanding                        2,541,250          $ .12         1,500,000           $ 1.00
Year ended June 30, 1999:
         Granted                                          985,000            .53
         Exercised                                       (432,400)           .26            26,262             1.00
                                                        ---------          -----         ---------           ------
Outstanding at June 30, 1999                            3,093,850            .23         1,473,738           $ 1.00
Year ended June 30, 2000:
         Granted                                          400,000            .22
         Exercised                                                                        (100,000)            1.00
         Forfeited                                       (350,000)           .50
                                                        ---------          -----         ---------           ------
Outstanding at June 30, 2000                            3,143,850          $ .22         1,373,738           $ 1.00
                                                        =========          =====         =========           ======

Additional disclosures as of June 30, 2000 are:

                                                   Options      Options @      Options      Options         Options
                                                   at $.10       $.22-.25      at $.50      at $.75        at $1.00
                                                 ---------       --------      -------      -------        --------
         Total options
         Number of shares  2,088,250               688,000        167,600      100,000      100,000
         Remaining life    2 years                 4 years        3 years      4 years      4 years

         Currently exercisable
           Share options   2,088,250               613,000        134,150      100,000      100,000

As of June 30, 2000, 1,373,738 warrants with a remaining life expiring November 1, 2000 are outstanding. All are exercisable.

Had compensation cost for the Company's issuances of stock options and warrants been determined based on the fair value on the grant dates for awards under those plans consistent with the Black-Scholes option-pricing model suggested by FASB Statement 123, the Company's losses and net loss per share would have been increased to the pro forma amounts indicated below:

         (in thousands)                                                                    2000              1999
                                                                                      --------            --------
         Net loss                                                 - As reported        $(3,054)            $(1,137)
                                                                  - Pro forma           (3,220)             (1,582)

         Net loss per share                                      -As reported          $( 0.29)            $( 0.14)
                                                                  - Pro forma          $( 0.30)            $( 0.20)

Variables used in the Black-Sholes option pricing model include (1) 5.5% risk-free interest rate, (2) expected option life is the actual remaining life of the options as of year-end, (3) expected volatility is the actual historical price fluctuation volatility and (4) zero expected dividends.

F-9

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, JVWeb, Inc. has duly caused this annual report on Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 16, 2000

JVWEB INC..
(Registrant)

By /s/ Greg J. Micek
______________________________
Greg J. Micek
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name                                Title                              Date

/s/ Greg. J. Micek                  Director and President           October 16, 2000
- --------------------------------
Greg J. Micek                      (Principal Executive Officer,
                                   Principal Financial Officer and
                                   Principal Accounting Officer)

/s/ Lewis E. Ball                  Director                          October 16, 2000
- --------------------------------

EXHIBITS INDEX

Exhibit No.       Description

3.01            Certificate of Incorporation of the Company is incorporated herein by reference
                from the Company’s Registration Statement on Form SB-2 (SEC File No.
                333-41635) filed December 29, 1997, Item 27, Exhibit 3.01.

3.02            Bylaws of the Company is incorporated herein by reference from the
                Company’s Registration Statement on Form SB-2 (SEC File No. 333-41635)
                filed December 29, 1997, Item 27, Exhibit 3.02.

4.01            Specimen Common Stock Certificate is incorporated herein by reference from the
                Company’s Registration Statement on Form SB-2 (SEC File No. 333-41635)
                filed December 29, 1997, Item 27, Exhibit 4.01

4.02            Warrant Agreement dated December 15, 1997 between the Company and American Stock
                Transfer & Trust Company is incorporated herein by reference from the
                Company’s Registration Statement on Form SB-2 (SEC File No. 333-41635)
                filed December 29, 1997, Item 27, Exhibit 4.02.

4.03            First Amendment to Agreement dated March 31, 1998 between the Company and
                American Stock Transfer Company & Trust Company is incorporated herein by
                reference from Amendment No. 2 to the Company’s Registration Statement on
                Form SB-2/A (SEC File No. 333-41635) filed April 21, 1998, Item 27, Exhibit
                4.03.

4.04            Second Amendment to Agreement dated April 15, 1998 between the Company and
                American Stock Transfer Company & Trust Company is incorporated herein by
                reference from the Company’s Registration Statement on Form SB-2/A (SEC
                File No. 333-74381) filed March 15, 1999, Item 27, Exhibit 4.04.

10.01           Employment Agreement dated December 1, 1997 by and between the Company and Greg
                J. Micek is incorporated herein by reference from the Company’s
                Registration Statement on Form SB-2 (SEC File No. 333-41635) filed December 29,
                1997, Item 27, Exhibit 10.02.

10.02           Stock Option Agreement dated December 1, 1997 executed by the Company in favor
                of Greg J. Micek is incorporated herein by reference from Amendment No. 1 to the
                Company’s Registration Statement on Form SB-2/A (SEC File No. 333-41635)
                filed February 27, 1998, Item 27, Exhibit 10.03.

10.03           Stock Option Agreement dated December 17, 1997 executed by the Company in favor
                of Dudley R. Anderson is incorporated herein by reference from Amendment No. 1
                to the Company’s Registration Statement on Form SB-2/A (SEC File No.
                333-41635) filed February 27, 1998, Item 27, Exhibit 10.04.

10.04           Stock Option Agreement dated December 1, 1997 executed by the Company in favor
                of Kevin Dotson is incorporated herein by reference from Amendment No. 1 to the
                Company’s Registration Statement on Form SB-2/A (SEC File No. 333-41635)
                filed February 27, 1998, Item 27, Exhibit 10.05.

10.05           Stock Option Agreement dated December 1, 1997 executed by the Company in favor
                of G-2 Advertising is incorporated herein by reference from Amendment No. 1 to
                the Company’s Registration Statement on Form SB-2/A (SEC File No.
                333-41635) filed February 27, 1998, Item 27, Exhibit 10.06.

10.06           Consulting Services Agreement dated February 15, 1999 by and between the Company
                and Tanye Capital Corp. is incorporated herein by reference from the
                Company’s Registration Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 15, 1999, Item 27, Exhibit 10.12.

10.07           Master Services Agreement dated March 1999 between the Company and Lernout &
                Hauspie Speech Products, S.A./N.V. is incorporated herein by reference from the
                Company’s (SEC File No. 0-24001) Annual Report on Form 10-KSB for the year
                ended June 30, 1999 Item 13(a), Exhibit 10.13.

10.08           Exchange Agreement dated April 12, 1999 between the Company and AMP3.com, LLC is
                incorporated herein by reference from the Company’s (SEC File No. 0- 24001)
                Annual Report on Form 10-KSB for the year ended June 30, 1999 Item 13(a),
                Exhibit 10.14.

10.09           Agreement dated September 17, 1999 between the Company and LinksXpress.com, Inc.
                is incorporated herein by reference from the Company’s (SEC File No.
                0-24001) Quarterly Report on Form 10-QSB for the quarter ended September 30,
                1999 Item 6(a), Exhibit 10.1.

10.10           Stock Option Agreement dated September 17, 1999 executed by the Company in favor
                of LinksXpress.com, Inc. is incorporated herein by reference from the
                Company’s (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 1999 Item 6(a), Exhibit 10.2.

10.11           Stock Option Agreement dated September 17, 1999 executed by LinksXpress.com,
                Inc. in favor of the Company is incorporated herein by reference from the
                Company’s (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 1999 Item 6(a), Exhibit 10.3.

10.12           Warrant dated September 17, 1999 executed by LinksXpress.com, Inc. in favor of
                the Company is incorporated herein by reference from the Company’s (SEC
                File No. 0-24001) Quarterly Report on Form 10-QSB for the quarter ended
                September 30, 1999 Item 6(a), Exhibit 10.4.

10.13           Stock Purchase Agreement dated December 21, 1999 between the Company and
                LinksXpress.com, Inc. is incorporated herein by reference from the
                Company’s (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended December 31, 1999 Item 6(a), Exhibit 10.1.

10.14           Stock  Purchase  Agreement  dated  January  21,  2000  between the  Company
                and  Crosspointe  Net,  Inc. is incorporated  herein by reference  from  Amendment
                No. 3 to the  Company's  Registration  Statement on Form SB-2/A (SEC File No.
                333-74381) filed March 16, 2000, Item 27, Exhibit 10.20.

10.15           Stock  Purchase  Agreement  dated  September  20, 1999  between the  Company  and
                LinksXpress.com,  Inc. is incorporated  herein by reference  from  Amendment  No.
                3 to the  Company's  Registration  Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 16, 2000, Item 27, Exhibit 10.21.

10.16           Stock Option Agreement dated November 7, 1999 executed by the Company in favor
                of Carlo Pellegrini is incorporated herein by reference from Amendment No. 3 to
                the Company’s Registration Statement on Form SB-2/A (SEC File No.
                333-74381) filed March 16, 2000, Item 27, Exhibit 10.22.

10.17           Stock Option Agreement dated December 15, 1999 between the Company and Ken
                Gooley is incorporated herein by reference from Amendment No. 3 to the
                Company’s Registration Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 16, 2000, Item 27, Exhibit 10.23.

10.18           Asset Purchase Agreement dated April 26, 2000 among National Sweepstakes Show,
                Inc., Sweepstakes Entertainment Corporation and Lawrence F. Curtin is
                incorporated herein by reference from the Company’s (SEC File No. 0-24001)
                Current Report on Form 8-K dated April 27, 2000, Item 7(c), Exhibit 10.01.

10.19           First Amendment to Agreement dated September 17, 1999 between the Company and
                LinksXpress.com, Inc.

10.20           Purchase  Agreement and  Assignment  dated April 4,  2000 between the Company,
                on the one hand, and Home Line Talk Radio, Inc., Jim Neidner and Leonard Pizalate,
                on the other hand.

10.21           Services Agreement dated April 1, 2000 between the Company and iHomeline.com, Inc.

10.22           Sales  Representative  Agreement  (Integrated  Sponsorships)  dated April 1, 2000
                between the Company and iHomeline.com, Inc.

10.23           Agreement dated April 1, 2000 between the Company and Jim Neidner.

10.24           License Agreement dated April 4, 2000 between the Company and iHomeline.com, Inc.

10.25           Option Agreement dated April 4, 2000 made by Jim Neidner in favor of the Company.

10.26           Stock Purchase Agreement dated August 2, 2000 between the Company and 2Cs Communications, Ltd.

10.27           Stock Purchase Agreement dated May 10, 2000 between the Company and Jordan Ness.

10.28           Asset Contribution Agreement and Assignment dated May 10, 2000 between Jordan Ness and eonthestreet.com, Inc.

10.29           Asset Purchase Agreement and Assignment dated May 10, 2000 between Steve Naremore and eonthestreet.com, Inc.

10.30           Covenant Not to Compete dated May 10, 2000 executed by Steve Naremore in favor of eonthestreet.com, Inc.

10.31           Stipulation of Settlement dated May 5, 2000 among Louis Ferro, the Company and Greg J. Micek

99.01           The Company’s Year 2000 Consultant Compensation Plan is incorporated herein
                by reference from the Company’s Registration Statement on Form S-8 (SEC
                File No. 333-96057) filed February 3, 2000, Item 8, Exhibit 4.02.

99.02           The Company’s 2000 Non-Qualified Stock Option Plan is incorporated herein
                by reference from the Company’s Registration Statement on Form S-8 (SEC
                File No. 333-43884) filed August 16, 2000, Item 8, Exhibit 4.02.

          (b)   Reports on Form 8-K

                The Registrant filed a Current Report on Form 8-K dated May 12, 2000 reporting on
                the acquisition of substantially all of the assets of Sweepstakes Entertainment
                Corporation.

EX-10.19

FIRST AMENDMENT TO AGREEMENT

      THIS FIRST  AMENDMENT TO  AGREEMENT  (the "First  Amendment")  is made and
entered   into  as  of  this  the  15th  day  of   March,   2000  by  and  among
LinksXpress.com,  Inc., a Colorado corporation ("LinksXpress"), and JVWeb, Inc.,
a Delaware corporation ("JVWeb").

                                                      Recitals

         WHEREAS,  the parties to this First Amendment entered into an Agreement
(the  "Agreement")  dated  September 17, 1999  regarding the issuance of certain
shares of stock in  LinksXpress,  the  issuance  of  certain  shares of stock in
JVWeb,  the grant of options in favor of JVWeb to  purchase a certain  number of
shares of stock in LinksXpress,  the grant of options in favor of LinksXpress to
purchase a certain number of shares of stock in JVWeb, the registration with the
United  States  Securities  and Exchange  Commission  of certain  securities  in
LinksXpress  owned by JVWeb,  the declaration by JVWeb of an in-kind dividend to
its  stockholders  of the  securities  so  registered,  and  various  additional
matters; and

         WHEREAS,  all of the parties  named above desire to amend the Agreement
upon the terms, provisions and conditions set forth hereinafter;

                                                      Agreement

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the undersigned parties to amend the Agreement, the undersigned parties agree
as follows (all undefined, capitalized terms used herein shall have the meanings
assigned to such terms in the Agreement):

         1.       Amendments to the Agreement.

         (a)      The Agreement is hereby amended so that Section 4 shall now
read in its entirety as follows:

                  "4.      Securities Registration.

                           By  November  15,  2000,  the  Company  shall  file a
                  registration statement to register with the Commission (a) the
                  Dividend,  which  shall  consist  of  250,000 of the shares of
                  Common Stock and 500,000 of the First Tier Warrants issued and
                  sold to JVWeb,  Inc. pursuant hereto and (b) the other 250,000
                  shares  of  Common  Stock and the  other  500,000  First  Tier
                  Warrants issued and sold to JVWeb,  Inc.  pursuant hereto.  In
                  connection  with the execution of this Agreement (as amendment
                  by  the  First  Amendment),   JVWeb  entered  into  a  lock-up
                  agreement,  a copy of which is  attached  hereto as Exhibit A,
                  regarding  the shares of Common Stock  registered  pursuant to
                  clause  (b)  immediately  preceding,   and  a  warrant  option
                  agreement,  a copy of which is  attached  hereto as Exhibit B,
                  regarding  the First  Tier  Warrants  registered  pursuant  to
                  clause  (b)  immediately  preceding.   In  the  event  of  any
                  registration pursuant to this Section 4, the Company shall use
                  its best  efforts to qualify  such shares of Common  Stock and
                  First Tier Warrants under the  securities  laws for each state
                  for which an exemption is not available and  qualification  is
                  required,  unless the cost and  expense of such  qualification
                  outweighs the benefit of qualification. In connection with any
                  registration  undertaken  pursuant  to this  Section 4, JVWeb,
                  Inc.  shall  use  reasonable  efforts  to  cooperate  with the
                  Company  and will  furnish  to the  Company  in  writing  such
                  information,  as shall  be  reasonably  necessary  in order to
                  assure compliance with federal and applicable state securities
                  laws  pertaining to disclosure and otherwise,  with respect to
                  the  Dividend.  JVWeb  shall  advance on behalf of the Company
                  registration  expenses for legal fees, accounting fees, filing
                  fees and printing  charges in connection with any registration
                  undertaken  pursuant  to  this  Section  5 up to  $35,000  and
                  corporate  updating expenses for legal fees up to $2,000.  The
                  Company  shall be  obligated  to repay  to JVWeb  all  amounts
                  advanced   pursuant  to  the  preceding   sentence  once  this
                  Agreement has been  terminated  pursuant to Section 9 below or
                  once  more  than  50%  of  the  Class  A  Warrants  have  been
                  exercised, whichever occurs first.

         (b)      The  Agreement  is hereby  amended so that the first clause of
                  Section 9, which reads "If the  registration  statement  under
                  which  shares  of  Common  Stock are  registered  pursuant  to
                  Section 5 is not  declared  effective  within six months after
                  the date of this Agreement through no breach of this Agreement
                  by the Company" shall now read in its entirety as follows:

                  "If the  registration  statement  under which shares of Common
                  Stock are  registered  pursuant  to Section 5 is not  declared
                  effective by Feb. 15, 2001 through no breach of this Agreement
                  by the Company"

         2.  Acknowledgement.  The undersigned  parties hereby acknowledge that,
notwithstanding  anything  contained in the  Agreement,  the actual  exchange of
stock  certificates and thus the official closing of the stock exchange provided
for in the  Agreement  occurred  on March  15,  2000,  and  each of the  parties
acquired  on the  foregoing  date  beneficial  ownership  in the  other  party's
securities issuable pursuant to the Agreement.

         3.  Miscellaneous.  Except as otherwise  expressly provided herein, the
Agreement is not amended,  modified or affected by this First Amendment.  Except
as  expressly  set  forth  herein,  all of  the  terms,  conditions,  covenants,
representations, warranties and all other provisions of the Agreement are herein
ratified and confirmed  and shall remain in full force and effect.  On and after
the  date  on  which  this  First  Amendment  becomes   effective,   the  terms,
"Agreement," "hereof," "herein," "hereunder" and terms of like import, when used
herein or in the Agreement shall,  except where the context otherwise  requires,
refer to the Agreement, as amended by this First Amendment. This First Amendment
may be executed  into one or more  counterparts,  and it shall not be  necessary
that the  signatures of all parties  hereto be contained on any one  counterpart
hereof; each counterpart shall be deemed an original,  but all of which together
shall constitute one and the same instrument.

         IN WITNESS  WHEREOF,  the parties hereto have signed their names hereto
as of the first date written above.

LINKSXPRESS.COM, INC.                       JVWEB, INC.


By:    /s/ Ian Scott-Moncrieff                       By:    /s/ Greg J. Micek
   -------------------------------                      ------------------------
   Ian Scott-Moncrieff,                                     Greg J. Micek,
         President                                            President

EX-10.20

PURCHASE AGREEMENT AND ASSIGNMENT

         THIS  PURCHASE  AGREEMENT  AND  ASSIGNMENT  ("Agreement")  is made  and
entered  into  this 4th day of  April,  2000 by and  between  (a) Home Line Talk
Radio, Inc., a Texas corporation (the  "Corporation"),  Jim Neidner  ("Neidner")
and  Leonard  Pizalate  ("Pizalate  ") (each  of the  Corporation,  Neidner  and
Pizalate is referred to hereinafter  singly, as a "Seller" and collectively,  as
the  "Sellers"),  on the one hand, and (b) JVWeb,  Inc., a Delaware  corporation
("Purchaser"), on the other hand.

                                                      RECITALS:

         WHEREAS,  the  Corporation  is the sole  owner of a radio talk show now
know as "Homeline Talk Radio Show," and the title, format,  concept,  ideas, and
all other rights, interests, elements, characteristics and incidents, pertaining
thereto (collectively, the "Show"); and

         WHEREAS,  each Seller  desires to sell and transfer to  Purchaser,  and
Purchaser  desires to purchase and acquire from Sellers,  full right,  title and
interest in and to the Show and the  "Related  Property"  (as  defined  herein),
subject  to no liens,  security  interests,  encumbrances,  claims,  charges  or
restrictions  on the  transfer  thereof,  all upon  and  subject  to the  terms,
provisions and conditions set forth herein;

                                                     AGREEMENT:

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises,  covenants,  agreements,  representations  and  warranties  set  forth
hereinafter,  and subject to the terms,  provisions and conditions  hereof,  the
parties hereto agree as follows:

                                                     ARTICLE ONE
                                                  SALE AND PURCHASE

         1.1 Sale and Purchase.  In consideration of the purchase price provided
for in Section  1.3 hereof and  without  any  further  act or deed,  each Seller
hereby sells, assigns,  transfers and conveys to Purchaser, and Purchaser hereby
purchases and receives from each Seller, full right, title and interest of every
kind and nature in and to the Show and the Related  Property  (free and clear of
any and  all  liens,  security  interests,  encumbrances,  claims,  charges  and
restrictions on transfer).  The Related Property  includes all of the following,
as well as those items listed on Schedule 1.1 hereto:

                  (a) All of the copyrights,  business names (including, without
         limitation,  the title of the Show),  registered  designs,  trademarks,
         trade names, service marks, patents, and applications and registrations
         thereof,  and any and all other  intangible  rights  whatsoever used in
         connection with the Show and the goodwill of the business symbolized by
         such copyrights,  business names, registered designs, trademarks, trade
         names,  service  marks,  and patents;  and all of the trade secrets and
         confidential know-how used in connection with the Show; and

                  (b) All rights,  titles and interests in and to prior episodes
         of the Show, including those described on Schedule 1.1 hereto under the
         caption  "PRIOR  EPISODES",  which items are referred to hereinafter as
         the "Prior Episodes", including, without limitation, all rights, titles
         and interests in and to all intellectual  property comprising the Prior
         Episodes and in and to all tangible mediums on which the Prior Episodes
         have been recorded; and

                  (c) The sole and  exclusive  right to produce new  episodes of
         the Show (which are referred to hereinafter as the "New  Episodes") and
         to record, or to authorize others to record,  the New Episodes by means
         of  electromagnetic  tapes,  film, video tape or any other means now or
         hereafter known; and

                  (d) The sole and  exclusive  right to, or to authorize  others
         to, broadcast,  remake, project, transmit,  televise, perform, exhibit,
         distribute,  exploit,  sell,  license  for  exhibition,  dispose of and
         generally  deal in any  manner  with,  the Prior  Episodes  and live or
         recorded versions of New Episodes,  or any part of any Prior Episode or
         New Episode, by radio, webcast,  television,  phonovision and any other
         process or means now or hereafter; and

                  (e) The  sole  and  exclusive  rights  to  translate  into all
         languages; to make any and all changes in the Show and its title, theme
         and content; to freely adapt, revise, rearrange,  modify,  interpolate,
         add to or subtract from any or all Prior  Episodes or New Episodes,  or
         any part thereof,  and the contents thereof; to make sequels to and new
         versions or  adaptations  of any or all Prior Episodes or New Episodes,
         or any part thereof; to make serials or series (alone or in combination
         with one or more programs based on other  material) of any or all Prior
         Episodes or New Episodes, or any part thereof; to use any part or parts
         of any or all Prior  Episodes  or New  Episodes  or the  content  theme
         thereof in  conjunction  with any other  material or materials;  and to
         separately  or  cumulatively  do any or all of the  foregoing,  to such
         extent as Purchaser in Purchaser's  sole  discretion may deem expedient
         or desirable; and

                  (f)  The  sole  and  exclusive   right  to  secure   copyright
         registration (or equivalent  protection in countries where no copyright
         law exists) of New Episodes,  and any other  versions or adaptations of
         any or all Prior  Episodes or New  Episodes,  in all  countries  of the
         world under any now existing or hereafter created laws,  regulations or
         rules,  in  the  name  of  Purchaser  or  any  other  person,  firm  or
         corporation; and

                  (g)  The  sole  and  exclusive   right,  for  the  purpose  of
         promoting,  advertising  and exploiting the Show, to make,  exhibit and
         market,  or cause to be made,  exhibited  and  marketed,  all  forms of
         promotional  and  advertising  materials based upon or adapted from the
         Show or any broadcast thereof, and to copyright the same in the name of
         Purchaser or its licensees; and

                  (h) The  non-exclusive  right  to use  Neidner's  name  and
         likeness  in  connection  with  promoting, advertising  and  exploiting
         the Show  until  the end of the term  provided  for in his  employment
         agreement  with iHomeline.com, Inc. (the "Employment Agreement"); and

                  (i) The sole and  exclusive  right to license or sublicense to
         others all or any of the rights sold or granted pursuant to this
         Agreement; and

                  (j) All  rights  of each  Seller  in, to and under any and all
         contracts,  agreements,  commitments, leases, licenses, franchises, and
         permits  relating to the Show  (including,  without  limitation,  those
         pertaining to suppliers,  customers,  employees,  equipment,  and motor
         vehicles), including those items described on Schedule 1.1 hereto under
         the caption "CONTRACTS", which items are referred to hereinafter as the
         "Contracts"; and

                  (k) Copies of all  records  relating  to the Show in  whatever
         form  (originals  of  which  the  Corporation  may  retain),  including
         accounting records, tax records,  property records,  personnel records,
         and  credit  records,  and  all of the  Corporation's  customer  lists,
         supplier lists, catalogs, and brochures; and

                  (l) All  accrued,  but  unbilled or (in the case of  contracts
         which involve no billing) uncollected,  amounts owed to the Corporation
         under any  agreement  or  contract  that the  Corporation  has with any
         advertiser or sponsor,  including  those amounts  described on Schedule
         1.1 hereto under the caption "ACCRUED AMOUNTS".

         1.2 Scope, Duration and Manner of Use of Rights.  Purchaser shall have,
own and enjoy the rights  sold  pursuant  to Section  1.1 above  throughout  the
entire world in perpetuity.  Purchaser  shall have the right to use and exercise
such rights without  restriction or limitation of any kind, even though such use
and enjoyment may compete or interfere  with the use and enjoyment of any rights
of any Seller not sold  pursuant  hereto.  Purchaser  may use any of such rights
singly or in combination,  or together with other rights independently acquired.
The  enumeration  of the Related Rights shall not be deemed to restrict or limit
in any way the generality of the sale and grant made herein.

         1.3 Purchase Price and Payment  Thereof.  The aggregate  purchase price
for the Show and the Related Rights is 200,000  registered  shares of the common
stock of Purchaser ("Common Stock") issued in the name of the Corporation.  Each
Seller hereby  acknowledges  that the Corporation  received a stock  certificate
issued in its name representing such shares.
         1.4 No Obligation to Produce.  Purchaser intends to use the rights sold
and  granted to it  pursuant  to  Section  1.1 above.  However,  nothing  herein
contained shall be interpreted or construed to obligate Purchaser to produce the
Show,  or  exercise  any of the other  rights,  licenses  or  privileges  herein
conveyed.  In no event shall the Show,  the Related Rights or any of them revert
to any Seller for Purchaser's failure of use.

         1.5 Assumed Liabilities.  Purchaser does not hereby or otherwise assume
and  shall  not be  obligated  to pay,  perform  or  discharge  any  obligation,
liability or debt of any Seller whether written or oral, existing or contingent,
except for  obligations  accruing  after the date hereof  (but not  obligations,
liabilities  or  debts  accrued  as of the  date  hereof)  with  respect  to the
Contracts. Each Seller hereby agrees to pay, perform or discharge after the date
hereof all of such Seller's  obligations,  liabilities and debts relating to the
Show and the Related Property not expressly assumed by Purchaser in this Section
1.5.

         1.6 Control  Over  Production.  All  decisions in  connection  with the
exploitation of the Show and the Related Rights (including,  without limitation,
the creative,  production  and business  decisions)  shall be made by and in the
sole discretion of Purchaser  and/or its designee,  and no Seller shall have any
control, right of consultation or decision-making authority whatsoever.

                                                     ARTICLE TWO
                                          REPRESENTATIONS, WARRANTIES, AND
                                                AGREEMENTS OF SELLERS

         Each  Seller  hereby  represents,  warrants  and  agrees,  jointly  and
severally,  to and with  Purchaser  that  (except  as  expressly  set forth on a
disclosure schedule attached hereto and signed by Purchaser):

         2.1 Organization and Standing of the Corporation.  The Corporation is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the state of Texas.  The Corporation has full requisite  corporate power
and authority to carry on its business as it is now being conducted, and to own,
operate,  and lease the  properties  now owned,  operated,  or leased by it. The
Corporation  is duly  authorized  and  qualified to carry on its business in the
manner as now conducted in state in which  authorization  and  qualification  is
required.  The  Corporation  has made available to Purchaser  true,  correct and
complete  copies  of the  corporate  authorization  for the sale of the Show and
Related  Rights,  and such other  contents of its minute book as  Purchaser  has
reasonably requested.

         2.2 Capacity to Enter into Agreement. Each Seller has full right, power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection herewith and perform such
its  obligations  hereunder  and  thereunder.  The execution and delivery by the
Corporation  of  this  Agreement  and  all  other   agreements,   documents  and
instruments to be executed by the  Corporation in connection  herewith have been
authorized  by all  necessary  corporate  action by the  Corporation.  When this
Agreement and all other agreements,  documents and instruments to be executed by
a Seller in  connection  herewith  are  executed  by a Seller and  delivered  to
Purchaser,  this Agreement and such other agreements,  documents and instruments
will  constitute  the valid and binding  agreements  of such Seller  enforceable
against  such  Seller in  accordance  with  their  respective  terms.  When this
Agreement is executed and delivered to Purchaser,  this  Agreement  will vest in
Purchaser full right,  title and interest in and to the Show and Related Rights,
free and clear of any and all encumbrances,  security interests, liens, charges,
claims,  restrictions  or  limitations,  whatsoever,  by any person of any kind,
including those on the transfer thereof, whether known or unknown.

         2.3  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
any  Seller  is a party or by which  any  Seller is bound or by which any of the
Show or Related Rights is bound or affected,  (b) violate any judgment  against,
or  binding  upon,  any Seller or upon any of the Show or  Related  Rights,  (c)
result in the creation of any lien,  charge or encumbrance  upon any of the Show
or Related Rights pursuant to the terms of any such contract, or (d) violate any
provision in the charter documents,  bylaws or any other agreement affecting the
governance and control of the Corporation.

         2.4 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection with the execution, delivery, or performance of this Agreement by any
Seller.

         2.5 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of any Seller, threatened against any Seller by persons not
a party to this Agreement  wherein an unfavorable  decision,  ruling, or finding
would render  unlawful or otherwise  adversely  affect the  consummation  of the
transactions contemplated by this Agreement.

         2.6 Financial Statements. Sellers have delivered to Purchaser copies of
the following financial statements (hereinafter  collectively referred to as the
"Financial Statements"): an interim balance sheet of the Corporation as of March
31,  2000  (the  "Balance  Sheet"),  an  interim  statement  of  income  for the
Corporation for the three-month period ended March 31, 2000 and other historical
financial  information.  The  Financial  Statements  are  complete  and correct,
present fairly the financial  condition of the  Corporation as at the respective
dates thereof,  and the results of operations for the respective periods covered
thereby, and have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis. There is no basis for the assertion of
any  liabilities  or  obligations,  either  accrued,  absolute,  contingent,  or
otherwise,  which might adversely  affect  Purchaser's  ownership of the Show or
Related Rights or the value, use,  operation or enjoyment of the Show or Related
Rights by Purchaser  which is not expressly set forth on the Balance Sheet.  The
Corporation  is not a party to or bound  either  absolutely  or on a  contingent
basis by any agreement of guarantee, indemnification,  assumption or endorsement
or any like  commitment of the  obligations,  liabilities or indebtedness of any
other person (whether accrued, absolute, contingent or otherwise).

         2.7  Absence of Certain Changes and Events.  Since the date of the
Balance Sheet, there has not been:

                   (a)  Financial  Change.  Any adverse  change in the financial
condition,   operations,   business  prospects,   employee  relations,  customer
relations, assets, liabilities (accrued, absolute,  contingent, or otherwise) or
income of the Corporation,  or the business of the Corporation,  from that shown
on the Financial  Statements,  except that the figures for current cash balance,
accounts receivable and deposits have been reduced to zero;

                   (b)  Incurrence  of Debt.  Any  borrowing of, or agreement to
borrow any funds or any debt, obligation,  or liability (absolute or contingent)
incurred  by the  Corporation  (whether  or not  presently  outstanding)  except
current liabilities  incurred,  and obligations under agreements entered into in
the ordinary course of business;

                   (c) Creation of Liens. Any mortgage,  pledge,  lien, security
interest,  charge,  claim or other encumbrance created on or in any of the
Corporation's properties or assets, except liens for current taxes not yet due
and payable;

                   (d)  Assets.  Any  sale,  assignment,   or  transfer  of  the
Corporation's   assets,   except  in  the  ordinary  course  of  business,   any
cancellation  of any  debts  or  claims  owed to the  Corporation,  any  capital
expenditures  or commitments  therefor  exceeding in the aggregate  $5,000,  any
damage,  destruction or casualty loss exceeding in the aggregate $5,000 (whether
or not covered by insurance), or any charitable contributions or pledges, except
for the reduction of current cash balances,  accounts receivable and deposits to
zero;

                   (e) Material  Contracts.  Any amendment or termination of any
contract,  agreement, license, or arrangement to which the Corporation is or was
a party  or to  which  any  properties  or  assets  are or were  subject,  which
amendment or  termination  has had, or may be  reasonably  expected to have,  an
adverse  effect on the  financial  condition,  properties,  assets,  liabilities
(accrued, absolute,  contingent, or otherwise), or income of the Corporation, or
the business of the Corporation; or

                   (f) Other Material Changes. Any other material transaction by
the  Corporation  outside the ordinary  course of business or any other event or
condition  pertaining  to,  and  adversely  affecting  the  operations,  assets,
liabilities  (accrued,  absolute,  contingent,  or  otherwise)  or income of the
Corporation, or the business of the Corporation.

         2.8 Assets.  The Sellers are the sole owners of all rights,  titles and
interests  in and to the Show and the  Related  Rights,  free and clear from all
liens, security interests,  encumbrances, claims, charges or restrictions on the
transfer  thereof.  The  title of the Show  has  been at all  times  used by the
Corporation in connection with the Show, and the Corporation's right to such use
has at no time been questioned or challenged.  No Seller has heretofore made any
grant,  license,  sale,  assignment  or other  transfer,  nor done or  caused or
permitted to be done any act or thing,  whereby any of the rights herein granted
and  sold  or  agreed  to be  granted  or  sold  have  been or may be in any way
impaired. No Seller shall hereafter make any such inconsistent agreement, grant,
conveyance, license, sale, assignment, or other transfer. No part of the Show or
Related  Rights has been taken  from or based upon any other  copyrighted  work.
Purchaser's  acquisition of the Show and the Related Rights will not in any way,
directly or  indirectly,  infringe  upon the rights of any  individual,  firm or
corporation  including,  without  limitation,  rights of copyright or trademark.
Purchaser's  broadcast  of the Show will not  constitute  a libel,  slander,  or
violation of the privacy of any individual,  firm or  corporation.  There are no
claims, litigation or other proceedings in effect, pending or threatened,  which
could  in any way  impair,  limit  or  diminish  the  rights  sold to  Purchaser
hereunder.








         2.9 Contracts.  The Contracts  constitute  all  contracts,  agreements,
commitments,  leases,  licenses,  franchises,  and permits  (including,  without
limitation, those pertaining to suppliers,  customers, employees, equipment, and
motor vehicles) of the Corporation.  All Contracts are in good standing,  valid,
and  effective.  There is not,  under any Contract  any existing or  prospective
default or event of default by the  Corporation  or event  which with  notice or
lapse of time,  or both would  constitute  a default and in respect to which the
Corporation  has not taken adequate  steps to prevent a default from  occurring;
and, to the  knowledge  of each  Seller,  no other  party to any  Contract is in
default or breach  thereof nor has any event occurred which with notice or lapse
of time would constitute a breach or default of any of the Contracts.

         2.10 Permits.  Schedule 2.10 contains a listing and summary description
of  all  licenses,  permits,  registrations,  and  authorizations  held  by  the
Corporation.  The Corporation holds all licenses,  permits,  registrations,  and
authorizations  required to carry on its  business  and all  licenses,  permits,
registrations,  and authorizations  are in good standing.  The Corporation is in
full compliance with and not in default or violation with respect to any term or
provision of any of its licenses, permits, registrations, and authorizations. No
notice of  pending,  threatened,  or  possible  violation  or  investigation  in
connection with, or loss of, any license, permit, registration, or authorization
of the  Corporation,  has been  received by the  Corporation.  No Seller has any
knowledge that the issuance of such a notice is being considered or of any facts
or  circumstances  which form the basis for the  issuance  of such a notice.  No
license, permit,  registration,  or authorization of the Corporation is affected
by the transactions provided for herein or contemplated hereby.

         2.11  Intellectual  Property.  Schedule  2.11  contains  a listing  and
summary  description of all of the Corporation's  patents,  trademarks,  service
marks, trade names,  business names,  copyrights,  and registered  designs,  and
applications and registrations thereof, trade secrets and confidential know-how,
including,  but  not  limited  to,  product  formulations,  drawings,  technical
specifications, manufacturing data, and test and development data (the foregoing
intellectual   property  is   collectively   referred  to   hereinafter  as  the
"Intellectual  Property").  The Corporation  possesses all Intellectual Property
necessary to the conduct of its businesses, and the loss or expiration of any of
the   Corporation's   Intellectual   Property  or  group  of  the  Corporation's
Intellectual  Property  would not have an adverse  effect on the  conduct of its
businesses.  No such loss or  expiration  is  threatened,  pending or reasonably
foreseeable.  Except as indicated on Schedule 2.11, (a) the Corporation owns all
right, title, and interest in and to all of its Intellectual Property, (b) there
have been no claims  made  against  the  Corporation  for the  assertion  of the
invalidity,  abuse, misuse, or unenforceability of any of such rights, and there
are no grounds  for the same,  (c) no Seller has  received a notice of  conflict
with the  asserted  rights of others  within  the last five  years,  and (d) the
conduct  of the  Corporation's  business  has  not  infringed  any  Intellectual
Property  of  others  and,  to the best of the  knowledge  of each  Seller,  the
Intellectual  Property  of the  Corporation  has not  been  infringed  by  other
persons.

         2.12  Compliance  with Law. The  Corporation  is in violation of, or in
default  with  respect to, or in alleged  violation  of or alleged  default with
respect to, any applicable law, rule, regulation,  permit, or any writ or decree
of  any  court  or  any  governmental  commission,  board,  bureau,  agency,  or
instrumentality,  including without  limitation,  any laws,  ordinances,  rules,
regulations,  permits, or orders relating to the business of the Corporation, or
the  business  operations  and  practices,  health and  safety,  and  employment
practices of the Corporation.  The Corporation is not delinquent with respect to
any report required to be filed with any governmental commission, board, bureau,
agency,  or  instrumentality,  or with any trade  association  or  certification
organization  that has in the past  certified  or endorsed  the  business of the
Corporation.  The  Corporation  is not  delinquent  with  respect to any reports
required by private covenants or agreements to which it is a party.

         2.13     Successor  Liability.  Purchaser shall have no successor
liability for any liability of any Seller as a result of the acquisition of the
Show and Related Property.

         2.14 Finder's Fees. All negotiations relative to this Agreement and the
transactions  contemplated  hereby have been carried on by each Seller,  and its
counsel directly with Purchaser and its counsel, without the intervention of any
other person as the result of any act of any of them,  and as far as is known to
any Seller,  without the  intervention  of any other person in such manner as to
give rise to any valid claim  against any of the parties  hereto for a brokerage
commission, finder's fee, or any similar payment.

         2.15 Untrue  Statements.  This  Agreement,  the  schedules and exhibits
hereto,  and all other documents and information  furnished by any Seller or its
representatives  pursuant  hereto or in  connection  herewith do not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made herein and therein not misleading or otherwise.

                                                    ARTICLE THREE
                                          REPRESENTATIONS, WARRANTIES, AND
                                               AGREEMENTS OF PURCHASER

         Purchaser  hereby  represents,  warrants  and  agrees  to and with each
Seller that (except as expressly  set forth on a  disclosure  schedule  attached
hereto and signed by each Seller):

         3.1 Organization and Standing of Purchaser.  Purchaser is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
state of Delaware. Purchaser has full requisite corporate power and authority to
carry on its business as it is now being  conducted,  and to own,  operate,  and
lease the properties  now owned,  operated,  or leased by it.  Purchaser is duly
authorized and qualified to carry on its business in the manner as now conducted
in state in which  authorization  and  qualification is required.  Purchaser has
made available to each Seller true, correct and complete copies of the corporate
authorization  for the purchase of the Show and Related  Rights,  and such other
contents of its minute book as Seller has reasonably requested.

         3.2 Capacity to Enter into Agreement.  Purchaser has full right,  power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection herewith and perform such
its  obligations  hereunder  and  thereunder.  The  execution  and  delivery  by
Purchaser of this Agreement and all other agreements,  documents and instruments
to be executed by Purchaser in connection  herewith have been  authorized by all
necessary  corporate  action by  Purchaser.  When this  Agreement  and all other
agreements,  documents and instruments to be executed by Purchaser in connection
herewith are executed by Purchaser and delivered to  Purchaser,  this  Agreement
and such other  agreements,  documents and instruments will constitute the valid
and  binding  agreements  of  Purchaser  or  enforceable  against  Purchaser  in
accordance with their respective terms.

         3.3  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Purchaser  is a party or by  which  Purchaser  is  bound or by which  any of the
assets of Purchaser is bound or affected,  (b) violate any judgment against,  or
binding  upon,  Purchaser  or upon the  assets of  Purchaser,  (c) result in the
creation  of any  lien,  charge or  encumbrance  upon any  assets  of  Purchaser
pursuant to the terms of any such contract,  or (d) violate any provision in the
charter  documents,  bylaws or any other agreement  affecting the governance and
control of Purchaser.

         3.4 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Purchaser.

         3.5 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of Purchaser, threatened against Purchaser by persons not a
party to this Agreement  wherein an  unfavorable  decision,  ruling,  or finding
would render  unlawful or otherwise  adversely  affect the  consummation  of the
transactions contemplated by this Agreement.

         3.6 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated  hereby  have been  carried on by  Purchaser  and its
counsel directly with the Sellers,  and their counsel,  without the intervention
of any other  person as the  result  of any act by  Purchaser,  and so far as is
known to Purchaser,  without the intervention of any other person in such manner
as to give rise to any valid  claim  against  any of the  parties  hereto  for a
brokerage commission, finders' fee, or any similar payment.

                                                    ARTICLE FOUR
                                                ADDITIONAL AGREEMENTS

         4.1 Further Assurances.  At any time after the date hereof, each Seller
shall execute and deliver such other documents,  and take such other actions, as
may  be  reasonably   requested  by  Purchaser  to  complete  the   transactions
contemplated  by this  Agreement,  and to perfect in Purchaser title to the Show
and Related Rights as contemplated herein.

         4.2  Consents.  Each  Seller  shall use its best  efforts  to assist in
obtaining any third party  consents  necessary to sell to Purchaser the Show and
Related Rights (including,  without  limitation,  the Contracts).  To the extent
that any of the Show and Related Rights are not  assignable  without the consent
of another  party and such consent has not been obtained on or prior to the date
hereof,  such Show and Related  Rights  shall not be assigned or attempted to be
assigned if such assignment or attempted  assignment  would  constitute a breach
thereof.  While each Seller is trying to procure all  necessary  consents,  each
Seller and Purchaser shall cooperate in any reasonable  arrangements designed to
provide to  Purchaser  the  benefits of the Show and Related  Rights,  including
enforcement  at the cost and for the account of  Purchaser of any and all rights
of a Seller  against the other party thereto  arising out of a  cancellation  or
breach  by  such  other  party  or  otherwise.  Notwithstanding  the  preceding,
Purchaser  hereby  acknowledges  and accepts  that Sellers have not and will not
obtained any required written consents of KPRC to the  Corporation's  assignment
of its contract with KPRC.  Nevertheless,  Purchaser agrees to reimburse Sellers
on the first day of each month during the term of such contract for the payments
made by Sellers to KPRC  during  such month  pursuant  to such  contract  to the
extent that Purchaser received the benefits of such contact during such month.

         4.3 Employees.  Each Seller hereby  acknowledges that Purchaser has not
agreed  to  employ  any  employee  of or any other  person  associated  with the
Corporation  except as provided in Section 4.6 below, and the Corporation hereby
agrees to satisfy all of its obligations  with respect to each such employee and
other person.

         4.4  Successor  Liability  and Taxes.  Sellers  have given to Purchaser
assurances  satisfactory to Purchaser in its sole discretion that Purchaser will
have no successor  liability  for any liability of any Seller as a result of the
acquisition  of the Show and Related  Property.  Sellers agree to pay timely all
taxes resulting from the sale of the Show and Related Property.

         4.6 On-Air Host.  Neidner  hereby  agrees  that,  from the date of this
Agreement  until  the  expiration  of the term  provided  for in the  Employment
Agreement,  he  shall  continue  to  serve  as the  host  of the  Show.  In this
connection,  Neidner  agrees  to use  reasonable  and his best  efforts,  and to
perform in a competent manner. Neidner's obligations in this connection shall be
comparable to the amount of time and work that he has heretofore  devoted to the
Show.

         4.7      Non-Compete Agreement.

                  (a) Agreement. In consideration of 75,000 registered shares of
         Common Stock (referred to hereinafter as the "Non-Compete Shares"), for
         a period of three  years  after the date  hereof,  Neidner  shall  not,
         directly or  indirectly,  acting alone or as a member of a partnership,
         or as an  officer,  director,  shareholder,  employee,  consultant,  or
         representative  of any  corporation  or in any other  capacity with any
         other  business  entity:  (i)  engage in the  production  of any radio,
         webcast, television, video or other media show featuring subject matter
         pertaining to home, garden or lawn issues (such activity is referred to
         hereinafter as the "Restricted  Activity") anywhere in the entire world
         (such  area is  referred  to  hereinafter  as the  "Restricted  Area"),
         Neidner hereby acknowledging that Purchaser's proposed media broadcasts
         are  expected to be  world-wide  and any  engagement  by Neidner in the
         Restricted  Activity  could  harm the  value  of the  Show and  Related
         Property being  acquired by Purchaser  pursuant to this  Agreement;  or
         (ii) solicit,  deal, negotiate,  enter into an arrangement or contract,
         or attempt to do any of the  foregoing,  in any manner with  respect to
         the  Restricted  Activity in the  Restricted  Area with  respect to any
         person that had a contractual  relationship  with the Corporation as of
         the date of this Agreement,  or attempt to cause any such person not to
         continue the business  relationship that it has heretofore had with the
         Corporation.

                  (b)  Permitted   Exception.   Notwithstanding   the  foregoing
         provisions of this section, Neidner shall be permitted to (i) own up to
         five  percent  of  the  publicly-traded  securities,  registered  under
         Section  12 or 15(d) of the  Securities  Exchange  Act of 1934,  of any
         competitor  of  Purchaser,  and (ii) continue to own an interest in and
         fully  participate in the business of  iHomeline.com,  Inc., a Delaware
         corporation.

                  (c) Reasonableness.  Neidner hereby specifically  acknowledges
         and agrees that the temporal and other  restrictions  contained in this
         section are  reasonable  and  necessary  to protect the business of the
         Corporation being acquired by Purchaser pursuant to this Agreement, and
         that the enforcement of the provisions of this section will not work an
         undue hardship on Neidner.

                  (d)  Reformation.  Neidner  further  agrees  that in the event
         either the length of time or any other restriction, or portion thereof,
         set forth in Section 4.7(a) above is held to be overly  restrictive and
         unenforceable in any court  proceeding,  the court may reduce or modify
         such  restrictions  to those which it deems  reasonable and enforceable
         under the  circumstances and the parties agree that the restrictions of
         Section  4.7(a)  will  remain in full  force and  effect as  reduced or
         modified.

                  (e) Injunctive Relief. Neidner further agrees and acknowledges
         that Purchaser  does not have an adequate  remedy at law for the breach
         or  threatened  breach by Neidner of the  covenants  contained  in this
         Section and Neidner therefore  specifically  agrees that Purchaser,  in
         addition to other remedies which may be available to it hereunder,  may
         file a suit in equity to enjoin  Neidner from such breach or threatened
         breach.

                  (f)  Severability.  Neidner further agrees,  in the event that
         any provision of Section 4.7(a) is held to be invalid or against public
         policy, the remaining provisions of Section 4.7(a) and the remainder of
         this Agreement shall not be affected thereby.

         4.8 Lock-Up Agreement. Neidner hereby agrees that he shall not, without
the prior express written consent of Purchaser,  (a) sell any Non-Compete Shares
until 90 days after the date of this  Agreement,  and (b) thereafter sell in any
month more than  12,500  Non-Compete  Shares.  Neidner  hereby  agrees  that all
certificates  representing Non-Compete Shares shall bear a restrictive legend in
order to implement the restrictions imposed by this Section.

         4.9 Accounts Receivable. Sellers agree to invoice and collect, or cause
to be invoiced and  collected,  all amounts that accrue under the  Contracts and
become  owing by the other  parties to the  Contracts,  and upon receipt of such
amounts,  Sellers shall hold such amounts in trust for Purchaser and shall remit
such  amounts to  Purchaser as promptly  after  receipt as is possible.  Sellers
obligations  under this Section 4.9 shall  commence on the date hereof and shall
continue with respect to a Contract until such Contract expires or terminates.

                                                    ARTICLE FIVE
                                               SURVIVAL AND INDEMNITY

         5.1 Survival. All of the representations,  warranties,  covenants,  and
agreements  made by the parties  hereto in this  Agreement  or pursuant  hereto,
shall be continuing and shall survive the closing hereof and the consummation of
the transactions  contemplated hereby,  notwithstanding any investigation at any
time made by or on behalf of any party hereto.

         5.2 Indemnities Relating to Representations, Warranties and Agreements.
Each Seller, jointly and severally, on the one hand, and Purchaser, on the other
hand,  shall  protect,  indemnify and hold  harmless the other,  and the other's
directors, officers, employees, agents, successors and assigns, from any and all
losses,  damages,  injuries,  obligations,   liabilities,   expenses  and  costs
(including costs of litigation and attorney's  fees),  demands,  claims,  suits,
proceedings,  actions  and  causes of  actions  arising  from the  breach of any
representation,   warranty,   covenant,   agreement,  or  promise  made  by  the
indemnifying party to the indemnified party herein or pursuant hereto.

                                                     ARTICLE SIX
                                                    MISCELLANEOUS

         6.1 Governing  Law and  Jurisdiction.  THIS  AGREEMENT HAS BEEN ENTERED
INTO IN THE STATE OF TEXAS AND SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS. The parties hereto stipulate and agree that
the courts of the State of Texas  shall have in  personam  jurisdiction  for any
claim, lawsuit or proceeding regarding this Agreement,  and that mandatory venue
for any such claim, lawsuit or proceeding shall be in any state or federal court
having competent  jurisdiction  located in Harris County,  Texas. The prevailing
party in any  proceeding  brought  pursuant to or with respect to this Agreement
shall be entitled to recover  from the losing  party all  reasonable  attorneys'
fees  and  costs  incurred  by the  prevailing  party  in  connection  with  the
proceeding.

         6.2 Notices.  Any notices,  requests,  demands, or other communications
herein  required  or  permitted  to be  given  shall  be in  writing  and may be
personally  served,  sent by United States mail, or sent by an overnight courier
who keeps proper  records  regarding its  deliveries.  Notice shall be deemed to
have been given if personally  served,  when served,  or if mailed, on the third
business day after  deposit in the United  States mail with postage  pre-paid by
certified or  registered  mail and properly  addressed,  or if sent by overnight
courier as aforesaid  with charges being billed to the sender,  when received by
the party being  notified.  As used in this  Agreement,  the term "business day"
means days other than  Saturdays,  Sundays,  and holidays  recognized by Federal
banks.  For purposes of this  Agreement,  the physical  addresses of the parties
hereto shall be the physical  addresses as set forth on the  signature  pages of
this  Agreement.  Any party to be  notified  hereunder  may change its  physical
address by  notifying  each other party hereto in writing as to the new physical
address for sending notices.

         6.3 Headings.  The headings of the  paragraphs of this  Agreement  have
been inserted for  convenience of reference only and shall in no way restrict or
modify any of the terms or provisions hereof.

         6.4  Severability.  If any  provision  of this  Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term hereof,  such  provision  shall be fully  severable and this  Agreement
shall be construed  and enforced as if such  illegal,  invalid or  unenforceable
provision  had  never  comprised  a part of  this  Agreement  and the  remaining
provisions of this Agreement shall remain in full force and effect and shall not
be  affected  by the  illegal,  invalid  or  unenforceable  provision  or by its
severance from this Agreement.

         6.5 Entire Agreement.  This Agreement embodies the entire agreement and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and supersede all prior agreements and understandings, whether written or
oral, relating to the subject matter hereof.

         6.6 Binding  Effect.  This  Agreement  shall be binding  upon and shall
inure to the benefit of each party hereto and its  successors  and assigns,  but
neither this  Agreement  nor any rights  hereunder  may be assigned by any party
hereto without the consent in writing of the other party.

         6.7  Cumulative  Remedies.  No remedy  conferred by any of the specific
provisions  of this  Agreement is intended to be exclusive of any other  remedy,
and each and every remedy shall be cumulative  and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or  otherwise.  The election of any one or more remedies by any party
hereto  shall not  constitute  a waiver of the right to pursue  other  available
remedies.

         IN WITNESS WHEREOF, the parties hereto have executed and made effective
this Agreement as of the day and year first above written.

                                    "SELLER"

                                    HOME LINE TALK RADIO, INC.



                                     By:   /s/ Jim Neidner
                                     ---------------------------

                                     Name:______________________________

                                     Title:   President
                                    --------------------------------------------
                                    Address: #15 Villas Way
                                    Montgomery, Tx 77456



                                    /s/ Jim Neidner
                                    Jim Neidner

                                    Address: #15 Villas Way

                                    Montgomery, Tx 77456


                                   /s/ Leonard Pizalate
                                   Leonard Pizalate

                                   Address: 926 Huntington Cove

                                   Houston, Tx. 77063

                                   "PURCHASER"

                                   JVWEB, INC.

                                    By:  /s/ Greg J. Micek
                                      -----------------------------
                                    Greg J. Micek, President

                                    Address:        5444 Westheimer, Suite 2080
                                                    Houston, Texas 77056





                                                    SCHEDULE 1.1

PRIOR EPISODES


See attached list of prior episodes.

Seller has no  registered  copyrights,  trademarks,  service  marks,  patents or
business names.




CONTRACTS

Seller has no written contracts except of the attached agreement with KPRC radio
station.






ACCRUED AMOUNTS

See attached list.






NEIDNER
CONSTRUCTION/REMODELING INC.

14420 Walters Road, Suite 2
Houston, Texas 77014

1999 National/State/Local Award Winner ?
1999 Prism Award Winner-GHBA
www.iHomeline, eom

OFFICE: 1-281-578-3581
PAGER: 1-713-76S-1695
FAX:    409-4147-6896

To: Greg Micek

From: Jim Neidner

Re: Recording of Homeline Shows inventory for future broadcast and editing.

Dear Greg:

We have two hundred and forty five taped shows.
Many of the attached tapes have another  different show on the other side, which
could give us almost 325 total taped shows.

Some shows are of same subject matter at later dates during the years.

Thanks,

Jim Neidner







                                                       Home Line Show
                                                       KPRC - Sunday's

                                            One Hour. Show 10AM- 11 AM

                                                    Monthly Rate: $2,800
                                                       2/6/00- 2/25/00
TERMS

1.       At the end of the  month,  Home  Line Show  will  receive  a  notarized
         invoice from SuperTalk KSEV reflecting the date and time of their show.

2.       Home Line Show will have up to 12 - 60 commercials to air during their
         l-hour program.

3.       Home Line Show option to renew when contract has ended. Price to be
         negotiated.

4.       SuperTalk  Radio  reserves  the right to cancel at their  discretion.
         All  monies  owed for  remainder  of  contract  will be
         cancelled.

5.       SuperTalk Radio will agree to promote the Home Line Show with 5- :10
         second promotional ads per week.

6.       SuperTalk  Radio will  furnish a  producer  for each show at no cost to
         Home Line and will allow Home Line prc-recording/time in the studio.

7[       SuperTalk Radio will furnish :60-second carts needed for Home Line
         commercials.

8.       If Home Line has to be pre-empted for any reason,  SuperTalk Radio will
         make  every  effort to allow Home Line  notice of time  change for this
         temporary time slot and will tell listeners of such time change.

9.       SuperTalk's goal is for a long-term contract and relationship.

    Total 1 Hour Show Cost: $37,440






15 Villas Way
Montgomery, Tx. 77356

4/1/00
Darwin Davis
Fax: 713/433/2029
Cellbar Insulation System

                                                          HOMELINE
                                                         TALK RADIO
                                                          KPRC.950

INVOICE #2OO4

281/579/3581
409/447/6896 FAX

April billing ..........4/2,4/9,4/16,4/23,4/30
One 60 second ad~ $195.00 weekly

Total

$975.00







15 Villas Way
Montgomery, Tx. 77356


                                                          HOMELINE
                                                         TALK RADIO
                                                          KPRC.950


281/579/3581
409/447/6896 FAX

April 1, 2000

Carol's Lighting & Fan Shop
9743 FM 1960 BYPASS
Humble, Tx. 77336
FAX: 281.446-3688

                                    INVOICE #4

April billing ..... 4/2,4/9,4/16, 4/23,4/30
One sixty second ad per show ~ $195. O0

$975.00






15 Fillas Way
Montgomery, Tx 77356

4/1/00

Wilson Art
Flooring Department

Neidner Construction
KPRC-950
www.repairtalk.com

INVOICE

#4aO0

281/579/3581
409/447/6896 FAX

April Billing ..... 4/2,4/9,4/16, 4/23,4/30 One 30 sec ad per show @ $95.00

                                                            Total

$475.00

EX-10.21

                                                 SERVICES AGREEMENT

         THIS SERVICES  AGREEMENT (the  "Agreement") is made and entered into
effective as of the 1st day of April, 2000 by and between JVWeb, Inc., a
Delaware corporation ("Provider"), and iHomeline.com, Inc., a Delaware
corporation ("Recipient").

                                                      RECITALS:

         WHEREAS, Provider is able and willing to provide technical services and
assistance and business management services (the "Services"); and

         WHEREAS, Provider has provided Services to Recipient beginning with the
month of May 1999 through the end of February  2000,  and Provider and Recipient
desire to set forth  Provider's  remuneration for having provided such Services;
and

         WHEREAS, Recipient desires to engage Provider to continue as a provider
of the Services to Recipient upon the terms, provisions and conditions set forth
hereinafter,  and  Provider is willing to continue to serve as a provider of the
Services  to  Recipient  upon the terms,  provisions  and  conditions  set forth
hereinafter;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the receipt and adequacy of which are hereby  acknowledged,  the parties  hereto
agree as follows:

                                                     AGREEMENTS:

         1.  Remuneration  for Past  Services.  In  satisfaction  of Recipient's
agreement to compensate Provider for the performance of all Services (including,
but not limited to, those  described in Section 2(b) below and all accrued costs
and other expenses of the nature described in Section 3(b) below) for the period
of time  beginning  with the  month of May  1999 and  ending  on the last day of
February 2000 and in  consideration  of Provider's  satisfactory  performance of
such Services  during such period of time,  Recipient  agrees to pay to Provider
the amount of $50,000,  which is referred to  hereinafter  as the "Accrued Fee."
Recipient agrees that (a) the Accrued Fee shall be paid in monthly payments, due
by the 15th day of each month  (commencing April 15, 2000) until the Accrued Fee
has  been  paid in full,  equal  to  twenty-five  percent  (25%) of  Recipient's
revenues for the previous  month,  and (b) the unpaid portion of the Accrued Fee
shall be due and payable in full immediately upon Recipient's  receipt of a cash
infusion equalling or exceeding $1,000,000 from an investor or a lender.

         2.       Engagement.

         (a) Subject to the terms, provisions and conditions hereinafter stated,
Recipient  hereby  engages  Provider as a provider of the Services to Recipient,
and Provider hereby accepts such  engagement.  Recipient  hereby agrees that the
engagement  of Provider  pursuant to this  Agreement is  non-exclusive  and that
Provider may provide the Services to other persons  during and after the term of
this  Agreement.  Recipient  represents  and warrants  that it has the power and
authority to enter into this Agreement and to perform its commitments hereunder.

         (b)      The Services that Provider shall be obligated to provide
pursuant to this Agreement are as follows:

                  (i)      Business  Management  Support,  including  day-to-day
                           oversight of operations and problem  solving
                           around issues of growth.

                  (ii)     Overall Management  Support,  including  attention to
                           identifying  the gaps in management that needed to be
                           filled  from  both  an   operational  as  well  as  a
                           strategic standpoint.

                  (iii)    Marketing, including the assignment of JVWeb staff to
                           fill gaps in the execution of  previously  determined
                           marketing strategies.

                  (iv)     Operations/Technical,   including   the   review   of
                           Recipient's  entire operations and technology issues,
                           assistance in the re-engineering of Recipient's World
                           Wide Web site (the "Site") as requested by Recipient,
                           redesigning the features and functions of the Site as
                           requested   by   Recipient,   redesigning   the  user
                           interface  of the  Site as  requested  by  Recipient,
                           re-story   boarding  of  the  Site  as  requested  by
                           Recipient, implementing third party applications into
                           the Site as requested by Recipient,  and from time to
                           time  formatting  content  received by Provider  from
                           Recipient into the Site as requested by Recipient and
                           maintaining such content.

                  (v)      Hosting of the Site.

                  (vi)     Assistance in Financial Management, including
                           cash billing services.

                  (vii)    Exploration and Development of Internet Strategy for
                           Recipient.

                  (viii)   Provision of such other  Services as Recipient  shall
                           request and Provider shall be capable of providing.

         3.   Payment for Services.
              --------------------

         (a)  In  consideration  of  Provider's  provision  of the  Services  to
Recipient after March 1, 2000, Recipient agrees to pay to Provider an hourly fee
of $70 for each hour actually expended by any of Provider's  personnel set forth
on Exhibit A, up to a cap of $10,000 per month.  Such rates and cap shall not be
changed  without  the prior  express  written  consent of both of  Provider  and
Recipient.  All fees that become due to Provider  pursuant to this  Section 3(a)
shall be due and  payable to  Provider  within 30 days after  Provider  sends an
invoice relating thereto, detailing hours charged. Nothing provided herein shall
obligate  Provider to render Services in any month beyond the amount of Services
that can be rendered within the limits of the $10,000 cap provided for above.

         (b)  Recipient  agrees to  reimburse or advance (as the case may be) to
Provider for (i) all direct and out-of-pocket  labor costs and other expenses of
Provider  incurred or to be incurred in  connection  with the  provision  of the
Services plus (ii) an additional amount equal to 15% of the amount of such costs
and other expenses.  However,  all costs and other expenses as herein  described
must  be  expressly   approved  by   Recipient   in  writing  in  advance.   All
reimbursements  that become due to Provider  pursuant to this Section 3(b) shall
be due and payable to Provider  within 30 days after  Provider  sends an invoice
relating thereto.

         (c)   Notwithstanding  any  term,   provision,   or  agreement  herein,
Recipient's duty,  liability and obligation to pay any sums or amounts due under
this Agreement shall be limited to the funds Recipient  actually receives either
from the Sales Representative  Agreement (Integrated  Sponsorships) of even date
herewith  between  Provider and Recipient or from a cash  infusion  equalling or
exceeding $1,000,000 from an investor or a lender.

                  4.       Term.
                           ----

         (a) The initial term of this  Agreement  shall begin on the date hereof
and  shall  continue  for  six  months  thereafter,  unless  this  Agreement  is
terminated earlier in accordance with the provisions of Section 4(b), (c) or (d)
below.  If this Agreement is not terminated in accordance with the provisions of
Section 4(b), (c) or (d) below, it shall renew itself for an unlimited number of
successive  six-month  renewal  terms  unless (i) either  Provider or  Recipient
gives, at least thirty (30) days prior to the end of the initial term or the end
of any renewal term,  notice to the other of the notifying  party's  desire that
this  Agreement  terminate  at the  end of the  initial  term  or the end of the
renewal term (as the case may be), or (ii) this Agreement is terminated  earlier
in accordance with the provisions of Section 4(b), (c) or (d) below.

         (b) Upon  the  occurrence  of any of the  events  listed  below in this
Section 4(b), this Agreement may be terminated, by the party not involved in the
event, upon the uninvolved party's giving 30 days written notice to the involved
party;

                  (i)      If either party shall have been adjudged  bankrupt or
                           insolvent under the United States  Bankruptcy
                           Code;

                  (ii)     If either party shall have filed a petition of
                           bankruptcy or reorganization;

                  (iii)    If either party has an involuntary  proceeding  filed
                           against it under the United States  Bankruptcy  Code,
                           unless such  proceeding is dismissed or stayed within
                           60 days thereafter; or

                  (iv)     If trustee, receiver or liquidator is appointed for
                           either party.

         (c) If (i)  either  party has  materially  breached  a  representation,
warranty,  or  agreement  made by such  party  in this  Agreement,  and (ii) the
non-breaching  party has given  written  notice to the  breaching  party setting
forth in specific detail the breach, and (iii) the breaching party fails to make
reasonable  efforts  to cure the breach  within 30 days after the  non-breaching
party's  notice  is  given,  then  this  Agreement  may  be  terminated  by  the
non-breaching  party  immediately  upon the  giving  of  written  notice  to the
breaching party, at any time after the running of the 30-day period mentioned in
(iii) immediately preceding.

         (d)  If  that  certain  Sales  Representative   Agreement   (Integrated
Sponsorships) of even date herewith between Provider and Recipient is terminated
for any reason,  then either  Provider or Recipient may terminate this Agreement
upon its giving five days written notice to the other party.

         (e) The  provisions of Sections 1 and 3 (to the extent that all amounts
due hereunder for Services  provided  pursuant  hereto have not yet been paid or
paid for in full), 5, 6 and 7 shall survive  termination of this Agreement.  All
other  rights  and  obligations  of  Provider  and  Recipient  shall  cease upon
termination of this Agreement,  and Recipient shall not be liable or responsible
for any additional cost, damages, payments or fees whatsoever incurred after the
date of termination.

         5.  Indemnification.   Recipient  shall  indemnify  and  hold  harmless
Provider from and against any liability,  damage or injury suffered or sustained
by it by reason of any acts,  omissions or alleged acts or omissions arising out
of Provider's activities on behalf of Recipient,  including, but not limited to,
any judgment, award, settlement, reasonable attorneys' and accountants' fees and
other costs and expenses  incurred in connection  with the defense of any actual
or  threatened  action,  proceeding or claim except to the extent that the acts,
omissions  or alleged  acts or  omissions  upon which such actual or  threatened
action,  proceeding or claim are based  constitute  gross  negligence or willful
misconduct by Provider.

         Provider shall  indemnify and hold harmless  Recipient from and against
any  liability,  damage or injury  suffered or  sustained by it by reason of any
acts,  omissions  or  alleged  acts  of  omissions  arising  out  of  Provider's
activities on behalf of Recipient,  including, but not limited to, any judgment,
award,  settlement,  reasonable attorneys' and accountants' fees and other costs
and expenses incurred in connection with the defense of any actual or threatened
action,  proceeding  or claim so long as the acts,  omissions or alleged acts or
omissions upon which such actual or threatened  action,  proceeding or claim are
based  constitute  gross  negligence  or  willful  misconduct  or breach of this
Agreement by or on the part of Provider.

         6.       Noncompetition Agreement.
                  ------------------------

                  (a) Agreement.  In  consideration of $10.00 and other good and
valuable  consideration,  for a period of one year after the  expiration of this
Agreement  or the  termination  of this  Agreement  by  Recipient  with cause or
Provider voluntarily,  Provider shall not, directly or indirectly,  acting alone
or as a  member  of a  partnership,  or as an  officer,  director,  shareholder,
employee,  consultant,  or  representative  of any  corporation  or in any other
capacity with any other  business  entity:  (i) engage in the  production of any
radio, webcast,  television,  video or other media show featuring subject matter
pertaining  to house,  garden and lawn  issues  (such  activity  is  referred to
hereinafter  as the  "Restricted  Activity")  anywhere in the entire world (such
area is referred to  hereinafter  as the  "Restricted  Area"),  Provider  hereby
acknowledging  that  Recipient's  proposed  media  broadcasts are expected to be
world-wide and any engagement by Provider in the Restricted  Activity could harm
the value of the Services provided by Provider pursuant to this Agreement;  (ii)
solicit,  deal, negotiate,  enter into an arrangement or contract, or attempt to
do any of the foregoing,  in any manner with respect to the Restricted  Activity
in the Restricted Area with respect to any person that was a client of Recipient
at any time  during  the  two-year  period  prior to the date of  expiration  or
termination,  or attempt to cause any such person to not  continue  the business
relationship  that  it has  with  Recipient;  or  (iii)  induce  or  attempt  to
influence, directly or indirectly, any person employed by or under contract with
Recipient at the date of  expiration  or  termination,  to terminate  his or her
engagement or contractual relationship with Recipient.

                  (b)  Permitted   Exception.   Notwithstanding   the  foregoing
provisions  of this section,  Provider  shall be permitted to (i) own up to five
percent of the publicly-traded securities,  registered under Section 12 or 15(d)
of the Securities Exchange Act of 1934, of any competitor of Recipient, and (ii)
continue  to own an  interest  in  and  fully  participate  in the  business  of
Recipient and any other wholly-owned or  partially-owned  subsidiary of Provider
in which Provider owned an interest or in whose business Provider  participated,
in both cases at the time of the expiration or  termination  of this  Agreement,
provided, however, that such ownership and participation was not in violation of
this Agreement.

                  (c) Reasonableness.  Provider hereby specifically acknowledges
and agrees that the  temporal and other  restrictions  contained in this section
are reasonable and necessary to protect the business of Recipient,  and that the
enforcement of the provisions of this section will not work an undue hardship on
Provider.

                  (d)  Reformation.  Provider  further  agrees that in the event
either the length of time or any other  restriction,  or  portion  thereof,  set
forth in Section 6(a) above is held to be overly  restrictive and  unenforceable
in any court  proceeding,  the court may reduce or modify such  restrictions  to
those which it deems reasonable and enforceable  under the circumstances and the
parties  agree that the  restrictions  of Section 6(a) will remain in full force
and effect as reduced or modified.

                  (e)   Injunctive   Relief.   Provider   further   agrees   and
acknowledges  that  Recipient  does not have an  adequate  remedy at law for the
breach or  threatened  breach by Provider  of the  covenants  contained  in this
Section and Provider therefore  specifically agrees that Recipient,  in addition
to other  remedies  which may be available to it  hereunder,  may file a suit in
equity to enjoin Provider from such breach or threatened breach.

                  (f)  Severability.  Provider further agrees, in the event that
any  provision of Section 6(a) is held to be invalid or against  public  policy,
the remaining  provisions  of Section 6(a) and the  remainder of this  Agreement
shall not be affected thereby.

         7.       Miscellaneous.
                  -------------

         (a) THIS  AGREEMENT  HAS BEEN  ENTERED  INTO IN THE  STATE OF TEXAS AND
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
TEXAS.  The parties  hereto  stipulate and agree that the courts of the State of
Texas shall have in personam  jurisdiction for any claim,  lawsuit or proceeding
regarding this Agreement,  and that mandatory venue for any such claim,  lawsuit
or  proceeding  shall  be  in  any  state  or  federal  court  having  competent
jurisdiction  located  in Harris  County,  Texas.  The  prevailing  party in any
proceeding  brought  pursuant  to or with  respect  to this  Agreement  shall be
entitled to recover from the losing  party all  reasonable  attorneys'  fees and
costs incurred by the prevailing party in connection with the proceeding.

         (b) Any notices,  requests,  demands,  or other  communications  herein
required or  permitted  to be given  shall be in writing  and may be  personally
served,  sent by United States mail,  or sent by an overnight  courier who keeps
proper  records  regarding its  deliveries.  Notice shall be deemed to have been
given if personally served, when served, or if mailed, on the third business day
after  deposit in the United  States mail with postage  pre-paid by certified or
registered  mail and  properly  addressed,  or if sent by  overnight  courier as
aforesaid  with charges  being billed to the sender,  when received by the party
being notified.  As used in this  Agreement,  the term "business day" means days
other than Saturdays,  Sundays,  and holidays  recognized by Federal banks.  For
purposes of this Agreement,  the physical  addresses of the parties hereto shall
be the physical addresses as set forth on the signature pages of this Agreement.
Any party to be notified  hereunder may change its physical address by notifying
each other party  hereto in writing as to the new  physical  address for sending
notices.

         (c) The headings of the paragraphs of this Agreement have been inserted
for  convenience of reference only and shall in no way restrict or modify any of
the terms or provisions hereof.

         (d) If any provision of this Agreement is held to be illegal,  invalid,
or unenforceable  under present or future laws effective during the term hereof,
such provision  shall be fully  severable and this Agreement  shall be construed
and enforced as if such illegal,  invalid or  unenforceable  provision had never
comprised  a part  of  this  Agreement  and  the  remaining  provisions  of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal,  invalid  or  unenforceable  provision  or by its  severance  from this
Agreement.

         (e) This  Agreement  embodies the entire  agreement  and  understanding
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersede all prior  agreements  and  understandings,  whether  written or oral,
relating to the subject matter hereof.

         (f) This Agreement shall be binding upon and shall inure to the benefit
of each party hereto and its successors and assigns,  but neither this Agreement
nor any rights hereunder may be assigned by any party hereto without the consent
in writing of the other party. Notwithstanding the preceding, in connection with
the   provision  of  the   Services,   Provider  may  utilize  the  services  of
subcontractors agreed to by Recipient.

         (g) No  remedy  conferred  by any of the  specific  provisions  of this
Agreement is intended to be exclusive  of any other  remedy,  and each and every
remedy shall be cumulative  and shall be in addition to every other remedy given
hereunder  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise.  The  election of any one or more  remedies by any party hereto shall
not constitute a waiver of the right to pursue other available remedies.

         (h) Provider and Recipient are  independent  contracting  parties,  and
nothing  in  this  Agreement   shall  make  either  party  the  agent  or  legal
representative of the other for any purpose whatsoever, nor does it grant either
party any  authority to assume or to create any  obligations  on behalf of or in
the name of the other.

         (i) Neither  party  hereto  shall be liable for any delay or failure in
the  performance  of any  obligation  under this  Agreement or for any losses or
damages  (including  special,  incidental,  consequential,  indirect or punitive
damages) to the extent  that such  non-performance  or delay,  losses or damages
result from any contingency which is beyond the control of such party,  provided
such  contingency  is not caused by the fault or  negligence  of such  party.  A
contingency for the purposes of this Agreement shall include, but not be limited
to, acts of God, fire, explosions, storms, wars, hostilities,  blockades, public
disorders,   quarantine   restrictions,   embargoes,   strikes  or  other  labor
disturbances, breaches of contractual or other obligations of third parties, and
compliance with any law, order or control of, or insistence by any  governmental
or  military  authority  whether  central  or local.  The party  claiming  to be
affected by any such contingency  shall give reasonable and prompt notice to the
other party, giving full particulars  thereof and all such contingencies  shall,
as far as is reasonably  possible,  be remedied with all reasonable  efforts and
dispatch.

         IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date written above.

"PROVIDER"                                                    "RECIPIENT"

JVWEB, INC.                                                  IHOMELINE.COM, INC.



By:  /s/ Greg J. Micek                               By:   /s/ Jim Neidner
   -----------------------------                        ------------------------
Greg    J.    Micek,
President                                   Jim Neidner, President

Date:  4/1/2000                                      Date:  4/1/2000

Address: 5444 Westheimer, Suite 2080        Address: #15 Villas Way
                  Houston, Texas 77056               Montgomery, Tx 77456




         EXHIBIT A

                                                Provider's Personnel

EX-10.22

SALES REPRESENTATIVE AGREEMENT
                                              (Integrated Sponsorships)

         THIS  SALES  REPRESENTATIVE  AGREEMENT  (the  "Agreement")  is made and
entered into this the 1st day of April, 2000 by and between iHomeline.com, Inc.,
a Delaware corporation (the "Company"),  and JVWeb, Inc., a Delaware corporation
(the "Representative").

                                                      RECITALS:

         WHEREAS,  among other things,  the Company  operates the  iHomeline.com
site (the "Web Site") on the World Wide Web (the "Web");

         WHEREAS,  the  Company  desires  to  secure  the  services  of a  sales
representative  to  negotiate,  for and on behalf of Company,  in the  territory
described  on  Schedule  I hereto  (the  "Territory"),  the sale of  "Integrated
Sponsorships" (as defined below) to be featured on the Web Site, either alone or
in  conjunction  with any other  site  comprising  part of the  Representative's
family of sites on the Web; and

         WHEREAS, the Representative is willing to become a sales representative
for the  Company  with  respect to the sale of  Integrated  Sponsorships  in the
Territory, pursuant to the terms, provisions and conditions hereof;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants   hereinafter  set  forth,   $10.00,   and  other  good  and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged by each party hereto, the parties hereto agree as follows:

                                                     AGREEMENTS:

         1.       The Company's  Obligations.  Subject to the terms,  provisions
                  and conditions of this  Agreement,  the Company hereby
                  appoints the Representative as its exclusive sales
                  representative  with respect to sales of Integrated
                  Sponsorships in the Territory. For purposes of this Agreement,
                  "Integrated Sponsorships" shall include any and all of the
                  following:

         (a)      Banner  advertisements  on the Web Site,  either alone or in
                  conjunction with any other site comprising part
                  of the Representative's family of sites on the Web;

         (b)      Advertisements  on any live or  recorded  program  broadcasted
                  (singly,   a   "Broadcasted   Program"   and   plurally,   the
                  "Broadcasted  Programs") by the Company  either on radio,  the
                  Web, television or video;

         (c)      Privileges  extended to approved  advertisers to have their
                  representatives  serve as co-hosts or guests on
                  one or more Broadcasted Programs;

         (d)      Access extended to approved advertisers, for such advertisers'
                  promotional  purposes,  to  unmodified  versions  of  archived
                  Broadcasted Programs on which their representatives  served as
                  co-hosts or guests;

         (e)      Rights extended to advertisers to modify (subject to the right
                  of  the   Company  to  approve   in   writing   the   proposed
                  modifications  in its sole  discretion)  and use  versions  of
                  archived Broadcasted  Programs on which their  representatives
                  served  as  co-hosts  or  guests,   in  connection  with  such
                  advertisers'  production of their own programs to be presented
                  on their own Web sites;

         (f)      Rights extended to advertisers to modify (subject to the right
                  of  the   Company  to  approve   in   writing   the   proposed
                  modifications  in its sole  discretion)  and use  versions  of
                  archived Broadcasted  Programs on which their  representatives
                  did not serve as co-hosts or guests,  in connection  with such
                  advertisers'  production of their own programs to be presented
                  on their own Web sites;

         (g)      Rights extended to advertisers,  in connection with the launch
                  or promotion  of one or more new or existing  products of such
                  advertiser, to feature such product or products on one or more
                  Broadcasted  Programs  and  have  representatives  present  in
                  connection therewith and otherwise to promote such products on
                  the Web Site,  either alone or in  conjunction  with any other
                  site comprising part of the  Representative's  family of sites
                  on the Web;

         (h)      Any other  matter that the Company and  Representative  shall
                  agree in writing  constitutes  an  "Integrated
                  Sponsorship"; and

         (i)      Any combination of any of the matters described in any of (a),
                  (b),  (c),  (d),  (e),  (f),  (g)  or (h) of  this  Section  1
                  ("Integrated  Sponsorship"  does not include  Click Through or
                  Affiliated   Revenue   programs  of  any   affiliate   of  the
                  Representative, and all Click Through or Affiliated Revenue of
                  the Company shall be the exclusive property and revenue of the
                  Company).  All Broadcasted Programs shall remain the exclusive
                  property of the Company unless the Company agrees otherwise in
                  writing.

Consistent  with  the  preceding  appointment,  the  Company  shall  pay  to the
Representative the commissions  provided for by Section 3 hereof for any sale of
Integrated  Sponsorships  made by another outside  salesperson in the Territory.
Further,  during the term of this  Agreement,  the Company  agrees that it shall
enter into no agreement similar to this Agreement with any person other than the
Representative  with  respect  to  sales  of  Integrated   Sponsorships  in  the
Territory. Notwithstanding the preceding, the Company shall be permitted to make
sales of Integrated  Sponsorships in the Territory through  salespersons who are
employees of the Company.  The Territory may be expanded or contracted as agreed
upon in writing by the Company and the Representative.  The Company shall assist
the  Representative  in  the   Representative's   sales  efforts  and  keep  the
Representative  fully informed on all of its policies and programs regarding the
sale of Integrated Sponsorships.

         2.       The Representative's Obligations.
                  --------------------------------

                  (a) Subject to the terms,  provisions  and  conditions of this
Agreement,  the  Representative  hereby  agrees  to act as the  exclusive  sales
representative for the Company with respect to sales of Integrated  Sponsorships
in the Territory.

                  (b) In connection with the Representative's  appointment,  the
Representative  shall  conduct  sales  negotiations  on  behalf  of the  Company
regarding  the sale of  Integrated  Sponsorships  in the Territory in accordance
with such prices,  terms and conditions as shall be mutually agreed upon and set
forth in a signed written  document by the Company and the  Representative.  The
initial prices,  terms and conditions agreed upon by the  Representative and the
Company  are set  forth on  Schedule  II  hereto.  The  Representative's  active
promotion  of  Integrated  Sponsorships  is to  include,  but not be limited to,
calling upon  advertisers and potential  advertisers and responding  promptly to
inquiries of such advertisers, as well as following generally accepted practices
of progressive sales management.  The  Representative  shall not be obligated to
devote all of the Representative's  business time, attention and energies to the
sale of Integrated Sponsorships on behalf of the Company, and the Representative
may sell Integrated  Sponsorships  for persons other than the Company,  provided
that such other persons are not in direct competition with the Company.

                  (c) All  orders  for  Integrated  Sponsorships  must be on the
Purchase  Agreement  and  Authorization  Form  upon  which the  Company  and the
Representative  have agreed in writing,  and all such forms for an order must be
completed and feature all required  information.  The initial and all subsequent
Purchase Agreement and Authorization Forms agreed upon by the Representative and
the Company shall be attached hereto as Schedule III. No party hereto shall have
any obligation until the initial Purchase  Agreement and Authorization  Form has
been  agreed  upon  and  has  been   attached   hereto  as  Schedule   III.  The
Representative  shall have the authority to enter into a Purchase  Agreement and
Authorization  in  the  form  agreed  upon  (containing  terms,  provisions  and
conditions agreed upon by the Representative and the Company in writing) with an
advertiser  on behalf of the  Company.  All orders for  Integrated  Sponsorships
taken from advertisers by the Representative,  not in accordance with the terms,
provisions,  conditions  set forth in the Purchase  Agreement and  Authorization
Form attached hereto as Schedule III shall be deemed a "Special Order" and shall
be subject to the Company's prior written  confirmation.  All Special Orders may
be rejected for any reason  whatsoever  deemed  reasonable in the Company's sole
judgment, and the Representative shall not obligate or commit the Company to any
Special Order without the Company's direct written authorization and direction.

                  (d) The  Representative  shall have the right to determine the
credit  worthiness of an advertiser.  The  Representative  and the Company shall
assist in efforts to effect the prompt and full payment by  advertisers  for all
Integrated Sponsorships sold pursuant to the Representative's efforts hereunder.

                  (e) All orders are  subject to the  ability of the  Company to
feature  the related  Integrated  Sponsorship  on the Web Site,  and the Company
shall not be liable to the Representative or any other person for any damages or
losses sustained or incurred by the  Representative  or such other person due to
the inability of the Company to feature the related  Integrated  Sponsorship  on
the Web Site unless such damages or losses are caused by the gross negligence or
willful  misconduct on the part of the Company.  The Company shall be not liable
to the Representative or any other person for damages or losses that result from
causes beyond the reasonable control of the Company,  such as acts of God, civil
disobedience and war.

                  (f) The Representative  shall be responsible for all costs and
expenses   incurred   by  the   Representative,   its   employees,   agents  and
subcontractors in connection with this Agreement, including, but not limited to,
travel, entertainment, salaries, taxes and commissions.

         3.       Commissions.
                  -----------

                  (a) In  consideration  of the  services  to be provided by the
Representative  to the  Company  hereunder,  the  Company  agrees  to pay to the
Representative a commission for all Integrated  Sponsorships  sold and collected
in the Territory.  The  commissions  that shall become due hereunder  shall be a
percentage  of the  aggregate  collected  monthly  sales  revenues of Integrated
Sponsorships sold in the Territory, net of any agreed chargebacks, returns, cash
discounts or promotional  rebates, and shall be computed in the manner set forth
on Schedule IV hereto. The Representative shall be entitled to a commission with
respect to revenues from an Integrated  Sponsorship  sold in the Territory  only
when no third party has any direct recourse  against the Company with respect to
such revenues.  The Company hereby acknowledges that the Representative has sold
Integrated Sponsorships in the Territory prior to the date of this Agreement and
that the  Representative  shall be entitled to a commission (in accordance  with
the terms of this Agreement)  with respect to each such  Integrated  Sponsorship
sold.

                  (b)  The  Representative  shall  be  entitled  to  commissions
computed  in  accordance  with  Section  3(a) with  respect  to each  Integrated
Sponsorship  sold in the  Territory  prior  to the  date of  termination.  These
commissions  shall  continue  for the  earlier to occur of the end of six months
after the date of the  termination of this Agreement or the end of the agreement
regarding  such  Integrated   Sponsorship.   After  that  period  of  time,  the
Representative  shall no longer be entitled to any  commissions  with respect to
the related  Integrated  Sponsorship  sold in the Territory prior to the date of
termination.

                  (c) Not  later  than  ten  (10)  days  after  the  date of the
termination of this Agreement in accordance  with Section 4 or Section 5 hereof,
the  Representative may deliver to the Company a final and complete written list
of prospects  with respect to which the  Representative  considers that its work
warrants the Representative's receiving a commission. The list shall contain the
Representative's activities in connection with such prospects, and the names and
titles of contacted customer  personnel.  If such a list is not timely delivered
by the  Representative  to the  Company,  no  commissions  or  other  monies  on
Integrated  Sponsorships  sold  in  the  Territory  after  termination  of  this
Agreement  shall  be paid to the  Representative.  Within  ten (10)  days  after
receipt  of such a list,  the  Company  agrees to send to the  Representative  a
written   confirmation  of  all  of  the  prospects,   if  any,  listed  by  the
Representative  with respect to which, in the Company's  reasonable  opinion and
judgment,  the work done by the Representative  prior to the termination of this
Agreement warrants the payment of a commission to the Representative. If, within
90 days  after  the date of  termination  of this  Agreement,  an  order  for an
Integrated  Sponsorship  is received  and  accepted by the Company or any of its
employees,  representatives or agents from any of the prospects confirmed by the
Company, the Company shall pay to the Representative, for six months thereafter,
the  full  amount  of the  commissions  that  would  have  been  payable  to the
Representative with respect to such Integrated Sponsorship if the order had been
received and accepted  prior to the  termination of this  Agreement.  After such
six-month  period,  the  Representative  shall  no  longer  be  entitled  to any
commissions with respect to the related Integrated Sponsorship.

                  (d) The Representative shall establish a separate bank account
(the  "Account")  for purposes of  collecting  amounts owed by  advertisers  who
purchased an Integrated  Sponsorship  in the Territory with respect to which the
Representative is entitled to a commission  hereunder.  The Representative shall
cause to be  deposited or credited to the Account all amounts  received  from or
paid by such  advertisers.  Within seven days after the end of each month during
the term of this Agreement, the Representative shall determine the amount of its
commission for the revenues  deposited into the Account  through the end of such
month  with  respect  to  which a  commission  has  not  previously  been  paid.
Thereafter,  the Representative  shall be permitted to withdraw from the Account
the amount of its  commission so  determined,  and the  Representative  shall be
obligated  to remit to the  Company  the net  amount  left in the  Account.  The
Representative  agrees to provide to the Company  copies of all bank  statements
respecting the Account promptly after the receipt thereof by the Representative.
The Representative  agrees to provide to the Company copies of all deposit slips
and payments by  advertisers  and other items  possessed  by the  Representative
respecting  the Account.  The  Representative  shall maintain the Account for so
long as it may be entitled to commissions pursuant to this Agreement. After such
time and after the Representative has withdrawn the amount of all commissions to
which it is entitled  pursuant to this Agreement,  the  Representative  shall be
obligated  to remit to the  Company  the  amount  left in the  Account,  and the
Account shall thereafter be finally closed. After such event, the Representative
shall be entitled to no further commissions with respect to this Agreement.

         4. Term.  The initial  term of this  Agreement  shall begin on the date
hereof and shall  continue for six months  thereafter,  unless this Agreement is
terminated earlier in accordance with the provisions of Section 5 below. If this
Agreement is not  terminated  in  accordance  with the  provisions  of Section 5
below,  it shall renew itself for an unlimited  number of  successive  six-month
renewal  terms  unless (i) either the Company or the  Representative  gives,  at
least  thirty (30) days prior to the end of the  initial  term or the end of any
renewal  term,  notice to the other of the  notifying  party's  desire that this
Agreement  terminate  at the end of the  initial  term or the end of the renewal
term (as the case may be),  or (ii) this  Agreement  is  terminated  earlier  in
accordance with the provisions of Section 5 below.

         5.       Termination.
                  -----------

         (a) Upon  the  occurrence  of any of the  events  listed  below in this
Section 5(a), this Agreement may be terminated, by the party not involved in the
event, upon the uninvolved party's giving 30 days written notice to the involved
party;

                  (i)      If either party shall have been adjudged  bankrupt or
                           insolvent under the United States  Bankruptcy
                           Code;

                  (ii)     If either party shall have filed a petition of
                           bankruptcy or reorganization;

                  (iii)    If either party has an involuntary  proceeding  filed
                           against it under the United States  Bankruptcy  Code,
                           unless such  proceeding is dismissed or stayed within
                           60 days thereafter; or

                  (iv)     If trustee, receiver or liquidator is appointed for
                           either party.

         (b) If (i)  either  party has  materially  breached  a  representation,
warranty,  or  agreement  made by such  party  in this  Agreement,  and (ii) the
non-breaching  party has given  written  notice to the  breaching  party setting
forth in specific detail the breach, and (iii) the breaching party fails to make
reasonable  efforts  to cure the breach  within 30 days after the  non-breaching
party's  notice  is  given,  then  this  Agreement  may  be  terminated  by  the
non-breaching  party,  immediately  upon the  giving  of  written  notice to the
breaching party, at any time after the running of the 30-day period mentioned in
(iii) immediately preceding.

         (c) If that certain  Services  Agreement of even date herewith  between
the Company and  Representative  is terminated  for any reason,  then either the
Company or Representative may terminate this Agreement upon its giving five days
written notice to the other party.

         (d) Except for the rights and  obligations  under Section 6, 7 and 8 of
this  Agreement  and Section 3 with respect to  commissions  then or  thereafter
earned by the Representative,  upon termination of this Agreement (whether under
Section 4 or Section  5), (i) all rights and  obligations  under this  Agreement
shall cease,  and (ii) the Company  shall not be liable or  responsible  for any
additional cost, damages, payments or fees whatsoever incurred after the date of
termination.

         6.  Indemnification.  The Company  shall  indemnify  and hold  harmless
Representative  from and against  any  liability,  damage or injury  suffered or
sustained  by it by reason of any acts,  omissions  or alleged acts or omissions
arising out of Representative's  activities on behalf of the Company, including,
but not limited to, any judgment,  award, settlement,  reasonable attorneys' and
accountants'  fees and other costs and expenses  incurred in connection with the
defense of any actual or  threatened  action,  proceeding or claim except to the
extent that the acts,  omissions or alleged  acts or  omissions  upon which such
actual or  threatened  action,  proceeding or claim are based  constitute  gross
negligence or willful misconduct by Representative.

         Representative  shall  indemnify and hold harmless the Company from and
against any liability, damage or injury suffered or sustained by it by reason of
any acts, omissions or alleged acts of omissions arising out of Representative's
activities  on  behalf  of the  Company,  including,  but not  limited  to,  any
judgment,  award,  settlement,  reasonable  attorneys' and accountants' fees and
other costs and expenses  incurred in connection  with the defense of any actual
or  threatened  action,  proceeding  or claim so long as the acts,  omissions or
alleged  acts  or  omissions  upon  which  such  actual  or  threatened  action,
proceeding or claim are based constitute gross negligence or willful  misconduct
or breach of this Agreement by or on the part of Representative.

         7. Property of the Company.  The  Representative  agrees that, upon the
termination of this Agreement, the Representative shall immediately surrender to
the Company all property,  equipment,  funds, lists, books,  records,  and other
materials  of the  Company  or any  affiliate  thereof in the  possession  of or
provided to the Representative.  During the term of this Agreement,  and for two
years thereafter,  the Representative shall not practice, make use of, or reveal
to any person,  firm or corporation  any secret or  confidential  information or
other data related to the business, methods, and practices of the Company or any
of its affiliates  (including,  but not limited to,  drawings,  customer  lists,
trade  practices,  secret  processes and trade  secrets) that the Company or any
affiliate may have imparted to the Representative except as permitted under this
Agreement for the  Representative  to carry out operations under this Agreement.
The  Representative  shall not  acquire by this  Agreement  any rights in, to or
under any goodwill,  patent, trademark,  trade secret, copyright,  trade name or
other intangible property of the Company.  The Representative  acknowledges that
the Company is the exclusive owner of the various trademarks,  service marks and
several other words and design marks which the Company uses in  connection  with
it business,  and the Company has the right to control the  Representative's use
or display  thereof.  If, during the term of this Agreement or  thereafter,  any
such right should  become  vested in the  Representative  by operation of law or
otherwise,  the Representative  agrees that the  Representative  shall, upon the
Company' request, and without further consideration, or, upon the termination or
expiration of this Agreement, forthwith assign any and all such rights, together
with any goodwill appurtenant thereto, to the Company.

         8.       Noncompetition Agreement.
                  ------------------------

                  (a) Agreement.  In  consideration of $10.00 and other good and
valuable  consideration,  for a period of one year after the  expiration of this
Agreement or the  termination of this Agreement by the Company with cause or the
Representative   voluntarily,   the   Representative   shall  not,  directly  or
indirectly,  acting  alone or as a member of a  partnership,  or as an  officer,
director,   shareholder,   employee,   consultant,   or  representative  of  any
corporation or in any other capacity with any other business entity:  (i) engage
in the production of any radio, webcast,  television,  video or other media show
featuring  subject  matter  pertaining  to house,  garden and lawn issues  (such
activity is referred to hereinafter as the  "Restricted  Activity")  anywhere in
the entire  world  (such area is  referred  to  hereinafter  as the  "Restricted
Area"),  the  Representative  hereby  acknowledging  that the Company's proposed
media  broadcasts  are  expected  to be  world-wide  and any  engagement  by the
Representative  in the Restricted  Activity could harm the value of the Services
provided by the Representative  pursuant to this Agreement;  (ii) solicit, deal,
negotiate,  enter into an arrangement  or contract,  or attempt to do any of the
foregoing,  in any  manner  with  respect  to  the  Restricted  Activity  in the
Restricted  Area with  respect to any person that was a client of the Company at
any  time  during  the  two-year  period  prior  to the  date of  expiration  or
termination,  or attempt to cause any such person to not  continue  the business
relationship  that it has with  the  Company;  or (iii)  induce  or  attempt  to
influence, directly or indirectly, any person employed by or under contract with
the Company at the date of  expiration or  termination,  to terminate his or her
engagement or contractual relationship with the Company.

                  (b)  Permitted   Exception.   Notwithstanding   the  foregoing
provisions of this section,  the Representative shall be permitted to (i) own up
to five percent of the publicly-traded  securities,  registered under Section 12
or 15(d)  of the  Securities  Exchange  Act of 1934,  of any  competitor  of the
Company,  and (ii) continue to own an interest in and fully  participate  in the
business of the Company and any other wholly-owned or partially-owned subsidiary
of the  Representative in which the Represenative  owned an interest or in whose
business  the  Representative  participated,  in both  cases  at the time of the
expiration  or  termination  of this  Agreement,  provided,  however,  that such
ownership and participation was not in violation of this Agreement.

                  (c)  Reasonableness.  The Representative  hereby  specifically
acknowledges  and agrees that the temporal and other  restrictions  contained in
this  section  are  reasonable  and  necessary  to protect  the  business of the
Company,  and that the  enforcement  of the  provisions of this section will not
work an undue hardship on the Representative.

                  (d) Reformation. The Representative further agrees that in the
event either the length of time or any other  restriction,  or portion  thereof,
set  forth  in  Section  8(a)  above  is  held  to  be  overly  restrictive  and
unenforceable  in any court  proceeding,  the court  may  reduce or modify  such
restrictions  to those  which it deems  reasonable  and  enforceable  under  the
circumstances  and the parties agree that the  restrictions of Section 8(a) will
remain in full force and effect as reduced or modified.

                  (e) Injunctive Relief.  The Representative  further agrees and
acknowledges  that the Company  does not have an adequate  remedy at law for the
breach or threatened breach by the Representative of the covenants  contained in
this  Section  and the  Representative  therefore  specifically  agrees that the
Company,  in addition to other  remedies which may be available to it hereunder,
may file a suit in equity  to  enjoin  the  Representative  from such  breach or
threatened breach.

                  (f) Severability.  The  Representative  further agrees, in the
event that any provision of Section 8(a) is held to be invalid or against public
policy,  the  remaining  provisions  of Section  8(a) and the  remainder of this
Agreement shall not be affected thereby.

         9.       Miscellaneous.
                  ----------------

         (a) THIS  AGREEMENT  HAS BEEN  ENTERED  INTO IN THE  STATE OF TEXAS AND
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
TEXAS.  The parties  hereto  stipulate and agree that the courts of the State of
Texas shall have in personam  jurisdiction for any claim,  lawsuit or proceeding
regarding this Agreement,  and that mandatory venue for any such claim,  lawsuit
or  proceeding  shall  be  in  any  state  or  federal  court  having  competent
jurisdiction  located  in Harris  County,  Texas.  The  prevailing  party in any
proceeding  brought  pursuant  to or with  respect  to this  Agreement  shall be
entitled to recover from the losing  party all  reasonable  attorneys'  fees and
costs incurred by the prevailing party in connection with the proceeding.

         (b) Any notices,  requests,  demands,  or other  communications  herein
required or  permitted  to be given  shall be in writing  and may be  personally
served,  sent by United States mail,  or sent by an overnight  courier who keeps
proper  records  regarding its  deliveries.  Notice shall be deemed to have been
given if personally served, when served, or if mailed, on the third business day
after  deposit in the United  States mail with postage  pre-paid by certified or
registered  mail and  properly  addressed,  or if sent by  overnight  courier as
aforesaid  with charges  being billed to the sender,  when received by the party
being notified.  As used in this  Agreement,  the term "business day" means days
other than Saturdays,  Sundays,  and holidays  recognized by Federal banks.  For
purposes of this Agreement,  the physical  addresses of the parties hereto shall
be the physical addresses as set forth on the signature pages of this Agreement.
Any party to be notified  hereunder may change its physical address by notifying
each other party  hereto in writing as to the new  physical  address for sending
notices.

         (c) The headings of the paragraphs of this Agreement have been inserted
for  convenience of reference only and shall in no way restrict or modify any of
the terms or provisions hereof.

         (d) If any provision of this Agreement is held to be illegal,  invalid,
or unenforceable  under present or future laws effective during the term hereof,
such provision  shall be fully  severable and this Agreement  shall be construed
and enforced as if such illegal,  invalid or  unenforceable  provision had never
comprised  a part  of  this  Agreement  and  the  remaining  provisions  of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal,  invalid  or  unenforceable  provision  or by its  severance  from this
Agreement.

         (e) This  Agreement  embodies the entire  agreement  and  understanding
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes all prior  agreements and  understandings,  whether  written or oral,
relating to the subject matter hereof.  No  modification,  amendment,  change or
waiver of any term or  provision  of this  Agreement  shall be valid or  binding
unless the same is in writing and signed by all parties hereto.

         (f) This Agreement shall be binding upon and shall inure to the benefit
of each party hereto and its successors and permitted assigns,  but neither this
Agreement nor any rights  hereunder may be assigned by any party hereto  without
the consent in writing of the other party.

         (g) No  remedy  conferred  by any of the  specific  provisions  of this
Agreement is intended to be exclusive  of any other  remedy,  and each and every
remedy shall be cumulative  and shall be in addition to every other remedy given
hereunder  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise.  The  election of any one or more  remedies by any party hereto shall
not  constitute a waiver of the right to pursue  other  available  remedies.  No
waiver of any of the terms and  conditions of this  Agreement or of the exercise
of any  right or  remedy  hereunder  shall be valid  unless  signed by the party
against whom such waiver is  asserted.  A failure or delay to enforce the rights
set out  herein by the  holder  thereof  shall not  constitute  a waiver of said
rights or be  considered  as a basis for  estoppel.  The holder may exercise its
rights hereunder despite said delay or failure to enforce said rights.

         (h) The parties hereto agree that the relationship  hereby  established
is solely one of  independent  contractors  and not one of principal  and agent.
Nothing in this agreement shall be construed as constituting the  Representative
as  a  legal   representative  of  the  Company,  or  the  Company  as  a  legal
representative  of the  Representative,  for any  reason  whatsoever.  Except as
provided in Section 2(c), the  Representative  shall have no authority by virtue
of this Agreement to create any obligation,  expressed or implied,  on behalf of
the Company to any third  party,  or to commit the  Company in matter,  cause or
undertaking whatsoever, without the prior written consent of the Company. By the
same token,  the Company shall have no authority by virtue of this  Agreement to
create any obligation,  expressed or implied, on behalf of the Representative to
any third party, or to commit the Representative in matter, cause or undertaking
whatsoever,  without  the  prior  written  consent  of the  Representative.  The
Representative  and the Company shall be solely responsible for their respective
acts and  failures to act and the acts and  failures to act of their  respective
employees, agents and representatives.


         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
effective as of the date and year first hereinabove written.

"REPRESENTATIVE"                            "COMPANY"

JVWEB, INC.                                                  IHOMELINE.COM, INC.



By:  /s/ Greg J. Micek                               By:   /s/ Jim Neidner
   -----------------------------                        ------------------------
Greg    J.    Micek, President                       Jim Neidner, President

Date:  4/1/2000                                      Date:  4/1/2000

Address: 5444 Westheimer, Suite 2080        Address: #15 Villas Way
                  Houston, Texas 77056               Montgomery, Tx. 77456







                                                     SCHEDULE I

                                                      Territory

         Anywhere in the entire world.





                                                     SCHEDULE II












                                      Initial Terms, Provisions and Conditions


                                                         [TO COME]





























         The  undersigned  hereby  agree to the initial  terms,  provisions  and
conditions set forth above.

IHOMELINE, INC.                                      JVWEB, INC.


By:_________________________________        By:_________________________________
         Jim Neidner, President                      Greg J. Micek, President





                                                    SCHEDULE III

                               Initial Purchase Agreement and Authorization Form

         The  parties  have  agreed  to  the  initial  Purchase   Agreement  and
Authorization  Form  following  this page,  and the  respective  officers of the
parties have initialled such initial Purchase  Agreement and Authorization  Form
indicating their respective approval.





                                                        SCHEDULE IV










                                                        Commissions

         The  amount  of  commission  earned  with  respect  to the  sale  of an
Integrated  Sponsorship  sold  by  the  Representative  in  the  Territory  (not
involving any other site comprising part of the Representative's family of sites
on the Web) shall be split equally between the parties 50/50.

EX-10.23

                                                      AGREEMENT

         THIS AGREEMENT (the "Agreement") is made and entered into as of the 1st
day of April, 2000 by and between Jim Neidner  ("Producer") and JVWeb, Inc. (the
"Company").

                                                      RECITALS:

         WHEREAS,  the  Company  desires  to engage  Producer  to provide to the
Company certain services (the "Services") as an executive producer of any radio,
webcast,  television,  video or other media shows  produced by the Company,  and
Producer  is willing  and  desires to be engaged by the  Company to provide  the
Services to the Company,  upon the terms,  provisions  and  conditions set forth
hereinafter; and

         WHEREAS,  the Company and Producer  desire to set forth the terms,
provisions and conditions of Producer's  engagement by the Company;

                                                     AGREEMENTS:

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the receipt,  adequacy and sufficiency of which are hereby  acknowledged by each
of the Company and Producer,  each of the Company and Producer  hereby agrees as
follows:

         1.  Engagement.   Subject  to  the  terms,  provisions  and  conditions
hereinafter stated, the Company hereby engages Producer as an executive producer
to provide the Services to the Company  under the  direction of the President of
the Company, and Producer hereby accepts such engagement.  In providing Services
hereunder, Producer shall use reasonable, and Producer's best efforts, and shall
perform the Services in a competent,  professional and good workman-like manner.
Producer  shall devote an amount of his business time and  attention  sufficient
for  performing  his  duties  hereunder,  consistent  with  his  other  business
commitments.  The Company hereby agrees that the engagement of Producer pursuant
to this Agreement is non-exclusive and that Producer may provide the Services to
other persons  during and after the term of this  Agreement.  Producer  shall be
based in Harris County,  Texas,  or surrounding  area, but shall  undertake such
travel as is necessary or advisable for him to perform his duties hereunder. The
Company shall provide to Producer the use of such facilities and services as may
be necessary for the adequate performance of his duties hereunder,  all of which
facilities shall be located in Harris County, Texas, or surrounding area.

         2.   Compensation.
              ------------

                  (a)  Whenever  the  Company  wants  Producer  to  provide  any
Services,  the Company and Producer  shall agree upon the amount and the payment
of Producer's compensation for providing such Services and shall set forth their
agreement  in this regard in a written  instrument  signed by both of them.  The
Company and Producer each acknowledge that, in lieu of the payment of cash, they
may agree to have the  Company pay the  compensation  agreed upon by them by the
issuance  to  Producer  of a number  of  shares of the  Company's  common  stock
registered on a Registration  Statement on Form S-8 having an aggregate value at
the  time  of  issuance  equal  to or  slightly  exceeding  the  amount  of  the
compensation  agreed upon.  Producer shall not be entitled to participate in any
employee  benefit plan now or hereafter  established  by the Company  unless the
Company agrees to this expressly in writing.

                  (b) In  consideration  of  Producer's  agreement to enter into
this Agreement, the grant (by a separate stock option agreement) of an option to
purchase 100,000 shares of the Company's  common stock.  The per-share  purchase
price for the option  shares  shall be $.40.  The option  shares shall vest at a
rate of 4,000 on the date hereof and an  additional  4,000  shares each  30-days
thereafter. The option shares shall be "restricted" under the federal securities
laws.

         3. Term.  The initial  term of this  Agreement  shall begin on the date
hereof and shall  continue for six months  thereafter,  unless this Agreement is
terminated earlier in accordance with the provisions of Section 4 below. If this
Agreement is not  terminated  in  accordance  with the  provisions  of Section 4
below,  it shall renew itself for an unlimited  number of  successive  six-month
renewal terms unless (i) either the Company or Producer  gives,  at least thirty
(30) days prior to the end of the initial  term or the end of any renewal  term,
notice  to the  other  of the  notifying  party's  desire  that  this  Agreement
terminate  at the end of the initial term or the end of the renewal term (as the
case may be), or (ii) this  Agreement is terminated  earlier in accordance  with
the provisions of Section 4 below.

         4.  Termination.
             -----------

                  (a) For Cause.  The Company  may, at its  election,  terminate
Producer's  engagement at any time for just cause, which shall include,  without
any  limitations  thereon,  the  following:  (i)  Producer  shall have failed or
refused to  faithfully,  diligently and  competently  perform the Services under
this  Agreement or otherwise  to have  breached any term or provision  contained
herein;  (ii) Producer shall be disabled or otherwise unable for whatever reason
to fully perform the Services hereunder for 60 consecutive days or for more than
120 days in any  twelve-month  period;  (iii) Producer shall be guilty of fraud,
dishonesty,  or similar acts of  misconduct;  or (iv) Producer  shall be finally
convicted of a felony or a misdemeanor  involving moral  turpitude.  At any time
after the occurrence of an event permitting the Company to terminate  Producer's
engagement  pursuant to this Section 4(a), the Company may elect for termination
of Producer's  engagement by notifying  Producer as to the Company's election to
terminate,  and thereupon Producer's  engagement with the Company will terminate
on the  date  specified  in the  notice  or (if no date is  specified)  upon the
delivery of the notice. Notwithstanding the preceding, upon any event permitting
the Company to terminate Producer's engagement pursuant to this Section 4(a) and
in lieu of terminating  Producer's  engagement,  the Company may, with notice to
Producer,  suspend  the  performance  of the  Company's  obligations  under this
Agreement  (including,  without  limitation,  the  Company's  obligations  under
Section 2 with respect to compensation  accruing  during the suspended  period),
and while such an event has  occurred  and has not been  cured,  (x) the Company
shall not be  obligated  to  fulfill,  but shall be relieved  of, the  Company's
obligations under this Agreement (including,  without limitation,  the Company's
obligations  under Section 2), (y) such  obligations  shall not accrue,  and (z)
Producer   shall  forfeit  all  rights  and  remedies   with  respect   thereto.
Notwithstanding  anything else contained  herein, if the Company suspends any of
its obligations to Producer pursuant to the preceding sentence,  the Company may
thereafter elect to terminate Producer's engagement in accordance with the other
provisions of this Section 4(a).

                  (b)  Automatic. The term of this Agreement shall automatically
 terminate upon Producer's death.
                       ---------

                  (c) Effect of  Termination.  Upon  termination  of  Producer's
engagement,  all rights and obligations  under this Agreement shall cease except
for (i) the rights and obligations under Section 5, 6 and 7 hereof, and (ii) the
rights and  obligations  under  Section 2 hereof to the extent  Producer has not
been compensated for services performed prior to termination  (Producer's fee to
be pro rated for the portion of the pay period prior to termination).

         5. Property of the Company.  Producer  agrees that, upon the expiration
or  termination  of  Producer's  engagement  with  the  Company,  Producer  will
immediately  surrender to the Company all  property,  equipment,  funds,  lists,
books,  records,  and other  materials  of the Company in the  possession  of or
provided to Producer.

         6.  Indemnification.  The Company  shall  indemnify  and hold  harmless
Producer from and against any liability,  damage or injury suffered or sustained
by it by reason of any acts,  omissions or alleged acts or omissions arising out
of Producer's  activities on behalf of the Company,  including,  but not limited
to, any judgment, award, settlement, reasonable attorneys' and accountants' fees
and other  costs and  expenses  incurred in  connection  with the defense of any
actual or threatened  action,  proceeding or claim except to the extent that the
acts,  omissions  or  alleged  acts or  omissions  upon  which  such  actual  or
threatened action,  proceeding or claim are based constitute gross negligence or
willful malfeasance on the part of Producer.

         Producer shall indemnify and hold harmless the Company from and against
any  liability,  damage or injury  suffered or  sustained by it by reason of any
acts,  omissions  or  alleged  acts  of  omissions  arising  out  of  Producer's
activities  on  behalf  of the  Company,  including,  but not  limited  to,  any
judgment,  award,  settlement,  reasonable  attorneys' and accountants' fees and
other costs and expenses  incurred in connection  with the defense of any actual
or  threatened  action,  proceeding  or claim so long as the acts,  omissions or
alleged  acts  or  omissions  upon  which  such  actual  or  threatened  action,
proceeding or claim are based constitute gross negligence or willful malfeasance
or a breach of this Agreement by or on the part of Producer.

         7.  Miscellaneous.
             -------------

         (a) THIS  AGREEMENT  HAS BEEN  ENTERED  INTO IN THE  STATE OF TEXAS AND
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
TEXAS.  The parties  hereto  stipulate and agree that the courts of the State of
Texas shall have in personam  jurisdiction for any claim,  lawsuit or proceeding
regarding this Agreement,  and that mandatory venue for any such claim,  lawsuit
or  proceeding  shall  be  in  any  state  or  federal  court  having  competent
jurisdiction  located  in Harris  County,  Texas.  The  prevailing  party in any
proceeding  brought  pursuant  to or with  respect  to this  Agreement  shall be
entitled to recover from the losing  party all  reasonable  attorneys'  fees and
costs incurred by the prevailing party in connection with the proceeding.

         (b) Any notices,  requests,  demands,  or other  communications  herein
required or  permitted  to be given  shall be in writing  and may be  personally
served,  sent by United States mail,  or sent by an overnight  courier who keeps
proper  records  regarding its  deliveries.  Notice shall be deemed to have been
given if personally served, when served, or if mailed, on the third business day
after  deposit in the United  States mail with postage  pre-paid by certified or
registered  mail and  properly  addressed,  or if sent by  overnight  courier as
aforesaid  with charges  being billed to the sender,  when received by the party
being notified.  As used in this  Agreement,  the term "business day" means days
other than Saturdays,  Sundays,  and holidays  recognized by Federal banks.  For
purposes of this Agreement,  the physical  addresses of the parties hereto shall
be the physical addresses as set forth on the signature pages of this Agreement.
Any party to be notified  hereunder may change its physical address by notifying
each other party  hereto in writing as to the new  physical  address for sending
notices.

         (c) The headings of the paragraphs of this Agreement have been inserted
for  convenience of reference only and shall in no way restrict or modify any of
the terms or provisions hereof.

         (d) If any provision of this Agreement is held to be illegal,  invalid,
or unenforceable  under present or future laws effective during the term hereof,
such provision  shall be fully  severable and this Agreement  shall be construed
and enforced as if such illegal,  invalid or  unenforceable  provision had never
comprised  a part  of  this  Agreement  and  the  remaining  provisions  of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal,  invalid  or  unenforceable  provision  or by its  severance  from this
Agreement.

         (e) This  Agreement  embodies the entire  agreement  and  understanding
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes all prior  agreements and  understandings,  whether  written or oral,
relating to the subject matter hereof.  No  modification,  amendment,  change or
waiver of any term or  provision  of this  Agreement  shall be valid or  binding
unless the same is in writing and signed by all parties hereto.

         (f) This Agreement shall be binding upon and shall inure to the benefit
of each party hereto and its successors and permitted assigns,  but neither this
Agreement nor any rights  hereunder may be assigned by any party hereto  without
the consent in writing of the other party.

         (g) No  remedy  conferred  by any of the  specific  provisions  of this
Agreement is intended to be exclusive  of any other  remedy,  and each and every
remedy shall be cumulative  and shall be in addition to every other remedy given
hereunder  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise.  The  election of any one or more  remedies by any party hereto shall
not  constitute a waiver of the right to pursue  other  available  remedies.  No
waiver of any of the terms and  conditions of this  Agreement or of the exercise
of any  right or  remedy  hereunder  shall be valid  unless  signed by the party
against whom such waiver is  asserted.  A failure or delay to enforce the rights
set out  herein by the  holder  thereof  shall not  constitute  a waiver of said
rights or be  considered  as a basis for  estoppel.  The holder may exercise its
rights hereunder despite said delay or failure to enforce said rights.

         (h) The Company and Producer are independent  contracting  parties, and
nothing  in  this  Agreement   shall  make  either  party  the  agent  or  legal
representative of the other for any purpose whatsoever, nor does it grant either
party any  authority to assume or to create any  obligations  on behalf of or in
the name of the other.

         IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date written above.

"COMPANY"                                            "PRODUCER"

JVWEB, INC.



By:  /s/ Greg J. Micek                                  /s/ Jim Neidner
   -----------------------------                     ---------------------------
Greg    J.    Micek, President                                   Jim Neidner

Date:  4/1/2000                                      Date:  4/1/2000

Address: 5444 Westheimer, Suite 2080        Address: #15 Villas Way
                  Houston, Texas 77056               Montgomery, Tx. 77456

EX-10.24

LICENSE AGREEMENT

         THIS LICENSE AGREEMENT (the "Agreement") is made and entered into as of
the 4th day of April, 2000 (the "Effective Date") by and between JVWEB,  INC., a
Delaware  corporation   ("Licensor"),   and  IHOMELINE.COM,   INC.,  a  Delaware
corporation ("Licensee").

                                                      RECITALS:

         WHEREAS,  Licensor has acquired certain assets (the "Assets")  pursuant
to a certain  Purchase  Agreement and  Assignment of even date herewith  between
Licensor,  on the one hand,  and Home Line Talk  Radio,  Inc.,  Jim  Neidner and
Leonard Pizalate, on the other hand;

         WHEREAS,  Licensee has  developed and continues to develop a World Wide
Web site with the domain name  "http//www.ihomeline.com"  whose  objective is to
foster   communities  of  consumers,   manufacturers,   services  providers  and
advertisers  interested  in  the  examination,   purchase,   sale  or  offer  of
home-related content, products, services or advertising ("Licensee's Web Site"),
and in this connection  Licensor desires to acquire,  for the License Period (as
defined  below),  the right and  license  to use the Assets in  connection  with
Licensee's Web Site; and

         WHEREAS, Licensor is willing to grant such a license on the terms,
provisions and conditions hereinafter set forth;

                                                     AGREEMENTS:

                                                     ARTICLE I.
                                                  GRANT OF LICENSE

         Licensor hereby grants to Licensee for the License Period the right and
license to use the  Assets in  connection  with  Licensee's  Web Site.  Licensee
hereby  acknowledges and agrees that it is not acquiring any rights with respect
to the Assets except for use in connection  with  Licensee's  Web Site and radio
broadcasts.  Licensee  shall not have the right to sublicense the rights granted
to it hereunder except with the express prior written consent of Licensor, which
Licensor may grant or withhold in its sole  discretion.  Any  sublicense  of the
rights  granted to Licensee  hereunder  in  violation of this ARTICLE I shall be
null, void and without effect.

                                                     ARTICLE II.
                                                      ROYALTIES

         Licensor shall be entitled to no royalties or other  compensation  with
respect to the license granted under ARTICLE I above.

                                                    ARTICLE III.
                                                 DUTIES OF LICENSEE

         A. Licensee hereby agrees to develop,  operate,  maintain,  and conduct
the business of,  Licensee's  Web Site  according  to  regularly  accepted  high
standards and will use its best efforts to maintain, promote and create goodwill
for such Web site.  All of  Licensee's  use  pursuant to this  Agreement  of the
trademarks  and  tradenames  comprising  the  Assets  ("Trademarks")  must be in
accordance with the reasonable specifications and quality standards from time to
time prescribed by Licensor and communicated to Licensee. Licensee hereby agrees
to consult and cooperate  with Licensor,  and take under serious  considerations
suggestions  made  by  Licensor,  regarding  the  development,   operation,  and
maintenance  of  Licensee's  Web  Site  (particularly,  the  content,  graphics,
look-and-feel,  functionality  and the like of such site) all with a concern for
protecting  and  enhancing  the  value  of  the  Trademarks.   Any  unresolvable
disagreement regarding the development, operation, and maintenance of Licensee's
Web Site or Licensee's use of the Trademarks (like all disagreements  hereunder)
shall be submitted to  arbitration  in accordance  with ARTICLE VIII,  Section B
herein.

         B.       Licensee hereby agrees not to use any Assets except as
authorized herein.

                                                     ARTICLE IV.
                                           REPRESENTATIONS AND WARRANTIES

         A.       Licensor hereby represents and warrants that it has the right
 to grant licenses of the scope herein granted.

                                                     ARTICLE V.
                                                   INDEMNIFICATION

         A. Licensor shall  indemnify  Licensee and hold Licensee  harmless from
any damages and  liabilities  (including  reasonable  attorneys' fees and costs)
arising from any breach of any  agreement,  representation  or warranty  made by
Licensor herein.

         B. Licensee shall  indemnify  Licensor and hold Licensor  harmless from
any damages and liabilities (including reasonable attorneys' fees and costs) (1)
arising from any breach of any  agreement,  representation  or warranty  made by
Licensee  herein,  or (2)  arising  out of any use of the Assets or  Trademarks,
except to the  extent  that such use  results  in a claim for  infringement  and
Licensor  actually knew that  Licensee's  use of the Assets or Trademarks  would
result in the infringement of the rights of another person.

                                                     ARTICLE VI.
                                     INTELLECTUAL PROPERTY RIGHTS AND PROTECTION

         A. All  Assets  and  Trademarks  shall be deemed  and shall  remain the
property  of  Licensor.  Licensee  hereby  agrees  that it shall not at any time
contest  anywhere  in the world  Licensor's  ownership  rights in the Assets and
Trademarks.  Licensee hereby agrees that any  reproductions,  notes or summaries
relating to the Assets  become and remain  immediately  upon their  creation the
property of Licensor.

         B. In the event that either party learns of imitations or infringements
of the Assets or the Trademarks, that party shall notify the other in writing of
the  infringements  or  imitations.  Licensor  shall have the right to  commence
lawsuits  against  third  persons  arising  from  infringement  of Assets or the
Trademarks.  In the event that Licensor  does not commence a lawsuit  against an
alleged  infringer  within 60 days of  notification  by  Licensee,  Licensee may
commence a lawsuit  against the third party.  Before the filing  suit,  Licensee
shall obtain the written  consent of Licensor to do so, and such  consent  shall
not be unreasonably  withheld.  Licensor shall cooperate fully and in good faith
with Licensee for the purpose of securing and  preserving  Licensee's  rights to
the Assets and the  Trademarks.  Any recovery  (including,  but not limited to a
judgment,  settlement  or  licensing  agreement  included  as  resolution  of an
infringement  dispute)  shall be  divided  equally  between  the  parties  after
deduction and payment of reasonable  attorneys'  fees to the party  bringing the
lawsuit.

                                                    ARTICLE VII.
                                           LICENSE PERIOD AND TERMINATION

         A. The term of this  Agreement  (the "License  Period")  shall commence
upon the Effective Date and shall continue on a month-to-month  thereafter until
terminated by either party hereto at any time upon prior  written  notice to the
other  party  given more than 30 prior to the end of the month  with  respect to
which termination is wanted.

         B.       Upon the termination of this Agreement, the following events
shall occur:

         (1)      all rights granted to Licensee under this Agreement shall
                  immediately terminate and revert to Licensor;

         (2)      Licensee shall immediately refrain from further use of any
                  Assets or Trademarks; and

         (3)      Licensee shall, as directed by Licensor,  promptly  destroy or
                  deliver  to  Licensor  all  materials  then  under  Licensee's
                  control (including signs,  advertising materials and catalogs)
                  containing any Trademark.

         C.       The obligations under the following provisions of this
                  Agreement shall survive any termination of this Agreement:

         (1)      the indemnification provisions of ARTICLE V;

         (2)      the intellectual property provisions of ARTICLE VI, Section A;
                  and

         (3)      the miscellaneous provisions of ARTICLE VIII.

                                                    ARTICLE VIII.
                                                    MISCELLANEOUS

         A.       Governing Law and  Jurisdiction.  THIS AGREEMENT HAS BEEN
ENTERED INTO IN THE STATE OF TEXAS AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

         B.  Arbitration.  All disputes  arising out of this Agreement  shall be
submitted  by either party  hereto to  arbitration  pursuant to the rules of the
American  Arbitration  Association,  Commercial  Division,  as such party's sole
remedy in this regard.  Any arbitration  proceeding shall occur in such location
upon  which  the  parties  may agree or (in the  absence  of any  agreement)  in
Houston, Texas.

         C.       Headings.  The headings of the paragraphs of this Agreement
have been inserted for  convenience of reference only and shall in no way
restrict or modify any of the terms or provisions hereof.

         D.       Severability.  If any provision of this Agreement is held to
be illegal,  invalid,  or unenforceable under present or future laws  effective
during the term hereof,  such  provision  shall be fully  severable and this
Agreement  shall be construed and enforced as if such  illegal,  invalid or
unenforceable  provision  had never  comprised a part of this  Agreement  and
the  remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal,  invalid or  unenforceable
provision or by its severance from this Agreement.

         E.       Entire  Agreement.  This Agreement  embodies the entire
agreement and  understanding  between the parties hereto with respect to the
subject matter hereof and supersede all prior agreements and  understandings,
 whether written or oral,  relating to the
subject matter hereof.

         F.       Binding  Effect.  This  Agreement  shall be binding  upon and
shall inure to the benefit of each party hereto and its
successors  and assigns,  but neither this  Agreement nor any rights
hereunder may be assigned by any party hereto without the consent
in writing of the other party.

         G.  Cumulative  Remedies.  No remedy  conferred  by any of the specific
provisions  of this  Agreement is intended to be exclusive of any other  remedy,
and each and every remedy shall be cumulative  and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or  otherwise.  The election of any one or more remedies by any party
hereto  shall not  constitute  a waiver of the right to pursue  other  available
remedies.

         H.       Relationships  Not  Created.  Nothing  contained  in this
Agreement  shall be  construed to place the parties in the
relationship of agent, employee,  franchisee,  officer,  partners or joint
ventures.  Neither party may create or assume any obligation
on behalf of the other.

         IN WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  in
duplicate on the date set forth above.

                                   "LICENSOR"

                                   JVWEB, INC.

                            By:   /s/ Greg J. Micek
                            ----------------------------------------------------
                           Greg J. Micek, President

                           Address:          5444 Westheimer, Suite 2080
                                             Houston, Texas 77056

                                   "LICENSEE"

                                    IHOMELINE.COM, INC.



                                    By:  /s/ Jim Neidner
                                   ---------------------------------------------
                                    Jim Neidner, President

                                    Address: #15 Villas Way
                                    Montgomery, Tx. 77456









THE STATE OF TEXAS                          ?
                                                              ?
COUNTY  OF  HARRIS                                   ?

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Greg J. Micek, President of JVWEB, INC., a Delaware corporation,  known to me to
be the person and officer whose name is subscribed to the foregoing  instrument,
and  acknowledged to me that the same was the act of the said  corporation,  and
that he executed  the same as the act of such  corporation  for the purposes and
consideration therein expressed, and in the capacity therein stated.

         GIVEN  UNDER MY HAND AND SEAL OF  OFFICE,  this the ____ day of  April,
2000.


                                                     ---------------------------
                                                     Notary Public in and for
                                                     the State of TEXAS

My Commission Expires:

- ----------------------


THE STATE OF TEXAS                          ?
                                                              ?
COUNTY  OF  HARRIS                                   ?

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Jim Neidner, President of IHOMELINE.COM,  INC., a Delaware corporation, known to
me to be the  person  and  officer  whose name is  subscribed  to the  foregoing
instrument,  and  acknowledged  to me that  the  same  was  the act of the  said
corporation,  and that he executed the same as the act of such  corporation  for
the purposes and consideration  therein  expressed,  and in the capacity therein
stated.

         GIVEN  UNDER MY HAND AND SEAL OF  OFFICE,  this the ____ day of  April,
2000.


                                                     ---------------------------
                                                     Notary Public in and for
                                                     the State of TEXAS

My Commission Expires:

- ----------------------

EX-10.25

OPTION AGREEMENT

         THIS OPTION AGREEMENT (the "Option Agreement") is made and entered into
as of the 4th day of April,  2000 by and between Jim  Neidner  ("Optionor")  and
JVWeb, Inc., a Delaware corporation ("Optionee").

                                                      RECITALS:

         WHEREAS, Optionor owns shares of common stock, par value $.01 per share
 ("Common Stock"), in iHomeline.com,  Inc., a Delaware
corporation (the "Company"); and

         WHEREAS, Optionee is also a stockholder in the Company; and

         WHEREAS,  Optionee is  acquiring  substantially  all of the assets (the
"Acquired Assets") of a corporation of which Optionor is a 50% stockholder,  and
in this connection, Optionee is paying 275,000 shares of Optionee's common stock
having an approximate value of $154,687.00; and

         WHEREAS, Optionee is licensing the Acquired Assets to the Company on a
royalty-free basis; and

         WHEREAS,  the value of the Acquired Assets depends  substantially  upon
Optionor's continued service as the host of a radio talk show conducted with the
Acquired Assets titled  "Homeline Talk Radio Show" (the "Radio Talk Show"),  and
consequently  the  Acquired  Assets and the  Company  may have  little  value if
Optionor ceases his service as such; and

         WHEREAS,  to protect  its  investment  in the  Acquired  Assets and the
Company,  Optionee  wants  Optionor  to grant in favor  of  Optionee  an  option
(effective upon the occurrence of certain events) to purchase  certain shares of
Common  Stock (the  "Optioned  Shares")  owned by  Optionor  (after  taking into
account a proposed  stock  dividend  or stock  split to  increase  the number of
shares of Common Stock owned by Optionor to 1.5 million),  and because  Optionor
acknowledges that an option in favor of Optionee to purchase the Optioned Shares
is necessary to protect  Optionee's  investment  in the Acquired  Assets and the
Company, Optionor is willing to grant in favor of Optionee an option to purchase
the  Optioned  Shares,  upon the  terms,  provisions  and  conditions  set forth
hereinafter;

                                                     AGREEMENTS:

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the  receipt,  adequacy  and  sufficiency  of which are hereby  acknowledged  by
Optionor and Optionee, the parties hereto hereby agree as follows:

         1.  Grant  of  Option.  In  consideration  of and as an  inducement  to
Optionee's purchase of the Acquired Assets and the issuance of Optionee's common
stock in connection therewith, Optionor hereby grants to Optionee an irrevocable
option  (the  "Option")  to  acquire  750,000  shares of Common  Stock  owned by
Optionor  (after taking into account a proposed stock dividend or stock split to
increase the number of shares of Common Stock owned by Optionor to 1.5 million),
which  shares  shall  constitute  the  Optioned  Shares,  free and  clear of all
encumbrances, security interests, liens, charges, claims and restrictions on the
transfer thereof,  subject to the terms,  provisions and conditions  hereinafter
specified. Notwithstanding the preceding, the Option shall lapse with respect to
a batch of 250,000  share of Common Stock owned by Optionor  (after  taking into
account a proposed  stock  dividend  or stock  split to  increase  the number of
shares of Common  Stock owned by  Optionor to 1.5  million) on each of the first
three annual  anniversaries of the date of this Agreement to the extent that the
Option  remains  unexercised  with  respect to such  numbers of shares,  and the
shares of Common  Stock with  respect to which the Option has lapsed shall cease
to be Optioned Shares for all purposes hereof.  Optionor hereby agrees to submit
to  Optionee  upon  execution  of  this  Option  Agreement  stock   certificates
representing at least 750,000 shares of Common Stock owned by Optionor so that a
legend can be placed thereon indicating the grant of the Option. Optionor hereby
agrees that any replacement stock certificates representing said Optioned Shares
shall bear a legend indicating the grant of the Option.

         2. Cash Consideration for the Option.  Contemporaneously  with the full
execution and delivery of this Option  Agreement,  Optionee has paid to Optionor
the amount of $10.00 as additional  consideration  for the Option,  the receipt,
adequacy and sufficiency of which are hereby acknowledged by Optionor.

         3. Term.  The Option is granted to Optionee as of the date  hereof, and
shall  expire at 5:00 p.m.  Central Time on the third annual  anniversary of the
date hereof  (hereinafter  referred to as the "Term Expiration  Date").  The
period of time during which the
Option may be exercised is referred to hereinafter as the "Term".

         4. Purchase  Price.  The per-share  purchase price for the Optioned
Shares shall be $.01,  which Optionor hereby  acknowledges
            ---------------
to be fair considering the conditions place upon which the effectiveness of the
Option.

         5.  Payment of Purchase  Price.  The  purchase  price for the  Optioned
Shares (the  "Purchase  Price")  shall be paid in its  entirety  in  immediately
available  funds at the closing of the sale and purchase of the Optioned  Shares
pursuant to an exercise of the Option.

         6.  Conditions  to  Exercise  of Option.  The Option may be  exercised
 and  Optioned  Shares may be  acquired  in  connection
             -----------------------------------
herewith only if one of the following conditions (a "Condition Precedent") has
occurred:

         (a) Optionor ceases to serve as the host of the Radio Talk Show, either
voluntarily on his own initiative (other than as a result of death or disability
of Optionor) or through  termination of Optionor as host by the Company for just
cause; or

         (b)      Optionor breaches his current employment agreement with the
Company.

         In  addition,  the Option may be exercised  and Optioned  Shares may be
acquired in  connection  herewith only if Optionor has been paid (at the time of
exercise of the Option or at the time of the  purchase of the  Optioned  Shares)
all amounts  due to him under any and all  employment,  consulting  or any other
similar agreements he has with the Company.

         7.  Procedure  for  Exercise of Option and  Closing.  The Option may be
exercised by Optionee,  at any time or from time to time during the Term after a
Condition Precedent has occurred,  by delivering to the Optionor,  in accordance
with paragraph 10 of this Option Agreement,  written notice of Optionee's desire
to exercise  the Option.  The written  notice shall state the number of Optioned
Shares with respect to which  Optionee  then wants to exercise  the Option,  and
shall  specify a date which  shall not be less than ten (10) days after the date
of such notice,  as the date on which the  Optioned  Shares will be taken up and
payment  made  therefor  in  immediately  available  funds.  In the event of any
failure to pay for Optioned  Shares on the date set forth in the notice,  as the
same may be extended  by written  agreement  of  Optionor,  the  exercise of the
Option shall become void and Optionor may  terminate  the Option with respect to
the Optioned Shares indicated in the related written notice. Upon payment of the
purchase price for the related Optioned  Shares,  Optionor shall deliver the one
or more  stock  certificates  representing  the  Optioned  Shares to be sold and
purchased,  in good form and duly endorsed for transfer or accompanied by a duly
executed stock power. In the event that the number of shares  represented by the
one or more stock  certificates  delivered by Optionor pursuant to the preceding
sentence exceeds the number of Optioned Shares then being purchased by Optionee,
Optionee  shall  cause one or more other  stock  certificates  representing  the
residual Optioned Shares not purchased to be issued in the name of and delivered
to Optionor.

         8.  Adjustments.
             -----------

         (a) If the  outstanding  shares of the Common Stock shall be subdivided
into a greater  number of shares or a dividend in Common  Stock shall be paid in
respect of Common Stock, the per-share  purchase price of the Optioned Shares in
effect  immediately  prior to such  subdivision  or at the  record  date of such
dividend shall  simultaneously  with the  effectiveness  of such  subdivision or
immediately after the record date of such dividend be  proportionately  reduced.
If the  outstanding  shares of Common  Stock  shall be  combined  into a smaller
number of shares,  the per-share purchase price of the Optioned Shares in effect
immediately   prior  to  such  combination   shall,   simultaneously   with  the
effectiveness of such combination, be proportionately increased.

         (b) If there shall occur any capital reorganization or reclassification
of the  Common  Stock  (other  than a change  in par value or a  subdivision  or
combination  as  provided  for in  subsection  (a)  immediately  above),  or any
consolidation  or merger of the Company with or into another  corporation,  or a
transfer  of all or  substantially  all of the  assets  of the  Company,  or the
payment of a liquidating  distribution then, as part of any such reorganization,
reclassification,  consolidation,  merger,  sale  or  liquidating  distribution,
lawful  provision shall be made so that Optionee shall have the right thereafter
to receive upon the exercise hereof (to the extent,  if any, still  exercisable)
the kind and amount of shares of stock or other  securities  or  property  which
Optionee would have been entitled to receive if,  immediately  prior to any such
reorganization,  reclassification,  consolidation,  merger,  sale or liquidating
distribution,  as the case may be,  Optionee  had held the  number  of shares of
Common Stock which were then purchasable upon the exercise of the Option. In any
such  case,  appropriate  adjustment  shall  be made in the  application  of the
provisions set forth herein with respect to the rights and interests  thereafter
of Optionee  such that the  provisions  set forth in this  Section 8  (including
provisions  with respect to adjustment of the  per-share  purchase  price of the
Optioned  Shares)  shall  thereafter be  applicable,  as nearly as is reasonably
practicable,  in relation to any shares of stock or other securities or property
thereafter deliverable upon the exercise of the Option.

         9.  Governing  Law and  Jurisdiction.  THIS OPTION  AGREEMENT  HAS BEEN
ENTERED  INTO IN THE STATE OF TEXAS AND SHALL BE  GOVERNED BY AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. The parties hereto stipulate and
agree that the courts of the State of Texas shall have in personam  jurisdiction
for any claim, lawsuit or proceeding  regarding this Option Agreement,  and that
mandatory venue for any such claim,  lawsuit or proceeding shall be in any state
or federal court having competent  jurisdiction located in Harris County, Texas.
The prevailing  party in any proceeding  brought  pursuant to or with respect to
this Option  Agreement  shall be entitled to recover  from the losing  party all
reasonable  attorneys'  fees  and  costs  incurred  by the  prevailing  party in
connection with the proceeding.

         10. Notices.  Any notices,  requests,  demands, or other communications
herein  required  or  permitted  to be  given  shall  be in  writing  and may be
personally  served,  sent by United States mail, or sent by an overnight courier
who keeps proper  records  regarding its  deliveries.  Notice shall be deemed to
have been given if personally  served,  when served,  or if mailed, on the third
business day after  deposit in the United  States mail with postage  pre-paid by
certified or  registered  mail and properly  addressed,  or if sent by overnight
courier as aforesaid  with charges being billed to the sender,  when received by
the party being notified.  As used in this Option Agreement,  the term "business
day" means days  other than  Saturdays,  Sundays,  and  holidays  recognized  by
Federal banks. For purposes of this Option Agreement,  the physical addresses of
the parties hereto shall be the physical addresses as set forth on the signature
pages of this Option  Agreement.  Any party to be notified  hereunder may change
its physical  address by notifying  each other party hereto in writing as to the
new physical address for sending notices.

         11.      Headings.  The headings of the paragraphs of this Option
Agreement  have been inserted for  convenience of reference
                  --------
only and shall in no way restrict or modify any of the terms or provisions
hereof.

         12. Severability.  If any provision of this Option Agreement is held to
be illegal,  invalid,  or  unenforceable  under present or future laws effective
during the term hereof,  such provision shall be fully severable and this Option
Agreement  shall be  construed  and  enforced  as if such  illegal,  invalid  or
unenforceable  provision had never comprised a part of this Option Agreement and
the remaining provisions of this Option Agreement shall remain in full force and
effect  and shall not be  affected  by the  illegal,  invalid  or  unenforceable
provision or by its severance from this Option Agreement.

         13.      Entire Agreement.  This Option Agreement  embodies the entire
agreement and understanding  between the parties hereto
                  ----------------
with respect to the subject matter hereof and supersede all prior agreements and
  understandings,  whether written or oral, relating to
the subject matter hereof.

         14. Binding  Effect.  This Option  Agreement  shall be binding upon and
shall inure to the benefit of each party hereto and its  successors and assigns,
but neither this Option  Agreement  nor any rights  hereunder may be assigned by
any party hereto without the consent in writing of the other party.

         15.  Cumulative  Remedies.  No remedy  conferred by any of the specific
provisions  of this Option  Agreement  is intended to be  exclusive of any other
remedy,  and each and every remedy shall be cumulative  and shall be in addition
to every other remedy given hereunder or now or hereafter  existing at law or in
equity or by statute or  otherwise.  The election of any one or more remedies by
any party  hereto  shall not  constitute  a waiver of the right to pursue  other
available remedies.

         16. Specific Performance.  Optionor hereby acknowledges that the Common
Stock is unique personal property,  and that if the Optionor fails to tender the
Common Stock pursuant to a proper  exercise of the Option,  a court of competent
jurisdiction  shall be entitled to enforce  specifically  this  Agreement and to
require Optionor to tender the Common Stock as required hereby.

         17.  Binding  Effect and  Prohibition  of Pledge.  If any of the Option
Shares are transferred,  the Option Shares  transferred  shall remain subject to
the  Option,  which may be  exercised  with  respect  to such  Option  Shares in
accordance with the provisions  hereof.  Optionor hereby agrees that, so long as
the Option is in effect,  Optionor will not pledge any of the Option Shares, and
that any purported pledge shall be null and void.

         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Option
Agreement to be effective the date first set forth above.

                                                     "OPTIONOR"


                                                     /s/ Jim Neidner
                                                     ---------------------------
                                                     Jim Neidner
                                                     Address: #15 Villas Way

                                                     Montgomery, Tx. 77456



                                                     "OPTIONEE"

                                                     JVWEB, INC.


                                                     By:  /s/ Greg J. Micek
                                                              -----
                                                     Greg J. Micek, President

                                            Address: 5444 Westheimer, Suite 2080
                                                     Houston, Texas 77056

EX-10.26

EX-10.26

STOCK PURCHASE AGREEMENT

         THIS STOCK  PURCHASE  AGREEMENT  (this  "Agreement")  is made and
entered  effective  as of the 2nd day of Aug.,  2000 by and
between 2Cs Communications Ltd. ("Seller"), and JVWeb, Inc., a Delaware
corporation ("Purchaser").

                                                W I T N E S S E T H:

         WHEREAS,  Seller is the  holder of  1,000,000  shares of the issued and
outstanding  common  stock (the  "Common  Stock") of  IHOMELINE.CO.UK,  INC.,  a
Delaware  corporation (the "Company"),  which shares represent all of the issued
and outstanding shares of Common Stock; and

         WHEREAS, Seller desires to sell to Purchaser,  and Purchaser desires to
purchase  from Seller,  500,000  shares of the Common Stock owned by Seller (the
"Shares"), for the consideration specified below; and

         WHEREAS,  Seller and  Purchaser  desire to  memorialize  in writing the
terms,  provisions and conditions of Seller's sale and  Purchaser's  purchase of
the Shares; and

         NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants,
agreements, representations and warranties set forth hereinafter, and other good
and  valuable   consideration,   the  receipt  and   sufficiency  of  which  are
acknowledged by Seller and Purchaser,  and subject to the terms,  provisions and
conditions hereof, each of Seller and Purchaser hereby agrees as follows:

                                    ARTICLE I
                           SALE AND PURCHASE OF STOCK

         1.1 Subject to the terms,  provisions  and conditions set forth herein,
Seller hereby sells and delivers to Purchaser,  and Purchaser  hereby  purchases
and receives  from Seller,  the Shares,  in exchange for the purchase  price set
forth hereinafter.  Purchaser hereby  acknowledges  receipt of one or more stock
certificates  representing  the Shares,  duly  endorsed or  accompanied  by duly
executed stock transfer form.

         1.2 The  purchase  price for the  Shares  shall be  200,000  registered
shares of the common stock of Purchaser (the "Purchaser  Common Stock").  Seller
hereby acknowledges receipt of one or more stock certificates issued in the name
of Seller representing an aggregate of 200,000 registered shares of Purchaser .
                                   ARTICLE II
                         REPRESENTATIONS, WARRANTIES AND
                                                AGREEMENTS OF SELLER

         Seller  hereby  represents  and warrants to, and agrees with  Purchaser
that:

         2.1  Concerning  the  Shares.  All of the Shares  are duly and  validly
authorized and issued and are fully paid and non-assessable, and were not issued
in violation of the  preemptive  rights of any current or former  shareholder of
the Company. No option,  warrant, call,  subscription,  convertible security, or
commitment  of any kind exists  obligating  the Company to issue any  additional
shares of Common Stock or obligating Seller to sell any of the Shares to a third
party. There is not any compensation plan or agreement  applicable to any of the
officers,  directors,  or  employees  of the Company  under  which  compensation
accrued or payable is determined, in whole or in part, by reference to shares of
Common Stock.  There are no agreements or commitments  obligating the Company to
repurchase or otherwise acquire any of the outstanding shares of Common Stock.

         2.2 Ownership of Stock. All of the Shares are owed by Seller,  free and
clear  of  any  mortgage,  lien,  security  interest,   claim,  charge,  pledge,
encumbrance  and  any  restriction  on  the  transfer   thereof  of  any  nature
whatsoever. None of the Shares is subject to any voting trust, voting agreement,
or other agreement or understanding  with respect to the voting thereof,  nor is
any proxy in existence with respect to any such shares.

         2.3 Capacity to Enter into  Agreement.  Seller has been duly organized,
is validly  existing and is in good standing in the jurisdiction in which it was
incorporated.  Seller has full right,  power and capacity to execute and deliver
this  Agreement  and all  other  agreements,  documents  and  instruments  to be
executed  in  connection  herewith  and perform its  obligations  hereunder  and
thereunder. The execution and delivery by Seller of this Agreement and all other
agreements,  documents  and  instruments  to be executed by Seller in connection
herewith and therewith have been authorized by all necessary corporate action by
Seller. When this Agreement and all other agreements,  documents and instruments
to be  executed  by Seller in  connection  herewith  are  executed by Seller and
delivered to Purchaser, this Agreement and such other agreements,  documents and
instruments  will  constitute  the  valid  and  binding   agreements  of  Seller
enforceable  against Seller in accordance with their respective  terms, and will
vest in Purchaser full right, title and interest in and to the Shares,  free and
clear  of  any  mortgage,  lien,  security  interest,   claim,  charge,  pledge,
encumbrance  and  any  restriction  on  the  transfer   thereof  of  any  nature
whatsoever.

         2.4  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Seller is a party or by which  Seller is bound or by which any of the  assets of
Seller is bound or affected,  (b) result in the creation of any lien,  charge or
encumbrance  upon  any  assets  of  Seller  pursuant  to the  terms  of any such
contract,  (c) violate any judgment against, or binding upon, Seller or upon the
assets of Seller or (d) violate any provision in the charter  documents,  bylaws
or any other agreement affecting the governance and control of Seller.

         2.5 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the execution,  deliv- ery, or performance of this Agreement by
Seller.

         2.6 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of Seller, threatened against Seller by persons not a party
to this Agreement  wherein an  unfavorable  decision,  ruling,  or finding would
render  unlawful  or  otherwise   adversely   affect  the  consummation  of  the
transactions contemplated by this Agreement.

         2.7 Transactions with Affiliated Parties. Except for a certain services
agreement,  there are no transactions  currently  engaged in between the Company
and any party affiliated with the Company (other than  transactions  inherent in
the normal  capacities of  shareholders,  officers,  directors,  or  employees).
Except  for  the  ownership  of  non-controlling   interests  in  securities  of
corporations the shares of which are publicly  traded,  no party affiliated with
the Company has any investment or ownership interest,  directly,  indirectly, or
beneficially,  in any competitor or potential  competitor,  major  supplier,  or
customer of the Company.

         2.8 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated hereby have been carried on by Seller and its counsel
directly with Purchaser and its counsel  without the  intervention  of any other
person  as the  result  of any act of any of  them,  and as far as is  known  to
Seller,  without the  intervention of any other person in such manner as to give
rise to any valid  claim  against  any of the  parties  hereto  for a  brokerage
commission, finder's fee, or any similar payment.

         2.9 Untrue  Statements.  This  Agreement,  the  schedules  and exhibits
hereto,  and all other documents and  information  furnished by Purchaser or its
representatives  pursuant  hereto or in  connection  herewith do not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made herein and therein not misleading or otherwise.

                                   ARTICLE III
                          REPRESENTATIONS, WARRANTIES,
                           AND AGREEMENTS OF PURCHASER

         Purchaser hereby represents,  warrants,  and agrees to and with Seller,
that:

         3.1  Capacity  to  Enter  into  Agreement.   Purchaser  has  been  duly
organized,  is validly  existing and is in good standing in the  jurisdiction in
which it was  incorporated.  Purchaser  has full right,  power and  authority to
execute and deliver  this  Agreement  and all other  agreements,  documents  and
instruments to be executed in connection herewith and therewith and perform such
its  obligations  hereunder  and  thereunder.  The  execution  and  delivery  by
Purchaser of this Agreement and all other agreements,  documents and instruments
to be executed by  Purchaser in  connection  herewith  and  therewith  have been
authorized by all necessary  corporate action by Purchaser.  When this Agreement
and  all  other  agreements,  documents  and  instruments  to be  executed  by a
Purchaser in  connection  herewith and therewith are executed by a Purchaser and
delivered to Seller,  this  Agreement and such other  agreements,  documents and
instruments  will  constitute  the valid and  binding  agreements  of  Purchaser
enforceable against Purchaser in accordance with their respective terms.

         3.2  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Purchaser  is a party or by  which  Purchaser  is  bound or by which  any of the
assets of  Purchaser  is bound or  affected,  (b) result in the  creation of any
lien,  charge or encumbrance upon any assets of Purchaser  pursuant to the terms
of any such  contract,  or (c) violate any judgment  against,  or binding  upon,
Purchaser or upon the assets of  Purchaser,  or (d) violate any provision in the
charter  documents,  bylaws or any other agreement  affecting the governance and
control of Purchaser.

         3.3 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the execution,  deliv- ery, or performance of this Agreement by
Purchaser.

         3.4 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of Purchaser, threatened against Purchaser by persons not a
party to this Agreement  wherein an  unfavorable  decision,  ruling,  or finding
would render  unlawful or otherwise  adversely  affect the  consummation  of the
transactions contemplated by this Agreement.

         3.5 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated  hereby  have been  carried on by  Purchaser  and its
counsel  directly with Seller and its counsel  without the  intervention  of any
other  person as the result of any act by  Purchaser,  and so far as is known to
Purchaser,  without the  intervention  of any other  person in such manner as to
give rise to any valid claim  against any of the parties  hereto for a brokerage
commission, finders' fee, or any similar payment.

                                   ARTICLE IV
                              ADDITIONAL AGREEMENTS

         4.1 Further Assurances. Following the date hereof, Seller shall execute
and  deliver  such  other  documents,  and take such  other  actions,  as may be
reasonably  requested by Purchaser to complete the transactions  contemplated by
this Agreement.

         4.2  Publicity.  The parties  hereto  shall  jointly  prepare any press
release or other public announcement relating to this Agreement, except that the
foregoing  shall not  prevent any party  hereto or any  affiliate  thereof  from
issuing any press release required by applicable law.

         4.3 Agreement  Regarding the Company.  In order to induce each other to
enter into the stock purchase provided for by this Agreement,  each party agreed
to enter into the Voting, Right of First Refusal and Buy-Sell Agreement attached
hereto as Exhibit 4.3.

                                    ARTICLE V
                             SURVIVAL AND INDEMNITY

         5.1   Survival  of   Representations   and   Warranties.   All  of  the
representations  and warranties  made by the parties hereto in this Agreement or
pursuant  hereto,  shall be continuing  and shall survive the closing hereof and
the consummation of the transactions  contemplated  hereby,  notwithstanding any
investigation at any time made by or on behalf of any party hereto.

         5.2 Indemnification  Seller.  Seller shall protect,  indemnify and hold
harmless  Purchaser,  and  its  stockholders,  directors,  officers,  employees,
agents,  affiliates,  successors and assigns, from any and all demands,  claims,
actions, causes of actions, lawsuits,  proceedings,  judgments, losses, damages,
injuries,  liabilities,  obligations,  expenses  and costs  (including  costs of
litigation  and  reasonable  attorneys'  fees),  arising  from any breach of any
agreement, representation or warranty made by Seller in this Agreement.

         5.3  Indemnification by Purchaser.  Purchaser shall protect,  indemnify
and hold harmless Seller, and its stockholders,  directors, officers, employees,
agents,  affiliates,  successors and assigns, from any and all demands,  claims,
actions, causes of actions, lawsuits,  proceedings,  judgments, losses, damages,
injuries,  liabilities,  obligations,  expenses  and costs  (including  costs of
litigation  and  attorneys'  fees),  arising  from any breach of any  agreement,
representation or warranty made by Purchaser in this Agreement.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1  Notices.  Any  notices to be given  hereunder  by any party to the
other parties may be effected either by personal  delivery in writing or sent by
facsimile  or by mail,  registered  or  certified,  postage  prepaid with return
receipt  requested,  addressed  to the one or more parties to be notified at the
addresses set forth beneath such parties' respective signatures below.

         6.2  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  and each  such  counterpart  shall  be  deemed  to be an  original
instrument,  but all such counterparts together shall constitute but one and the
same instrument.

         6.3  Amendments  and  Waivers.  This  Agreement  may not be modified or
amended  other than by an agreement in writing  signed by all parties  affected.
Any waiver of the terms, provisions, covenants, representations,  warranties, or
conditions  hereof  shall be made  only by a  written  instrument  executed  and
delivered by the party waiving compliance.  The failure of any party at any time
or times to  require  performance  of any  provision  hereof  shall in no manner
affect the right to enforce the same.  No waiver by any party of any  condition,
or of the breach of any term, provision, covenant,  representation,  or warranty
contained in this  Agreement in one or more  instances  shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or the  breach  of any  other  term,  provision,
covenant, representation, or warranty.

         6.4 Entire  Agreement.  This Agreement sets forth the entire  agreement
and  understanding of the parties with respect to the transactions  contemplated
hereby and  thereby,  and  supersede  all prior  agreements,  arrangements,  and
understandings relating to the subject matter hereof.

         6.5 Successors and Assigns.  All of the terms,  provisions,  covenants,
representations,  warranties,  and conditions of this Agreement shall be binding
upon and shall inure to the benefit of and be  enforceable by the parties hereto
and their respective assigns and successors.

         6.6 Applicable  Law. THIS  AGREEMENT AND ALL QUESTIONS  RELATING TO ITS
VALIDITY, INTERPRETATION,  PERFORMANCE, AND ENFORCEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

         6.7 Severability.  If any term, provision,  covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  shall  remain  in full  force  and  effect  and shall in no way be
affected, impaired, or invalidated.

         6.8  Expenses.  Each party  shall bear its own  legal,  accounting  and
administrative  expenses in connection with the  investigation,  negotiation and
consummation of the transactions contemplated hereby.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                                     "SELLER"

                                                     2CS COMMUNICATIONS LTD.



                                                     By:  /s/ Charlie Grieve
                                                        ------------------------

                                                     Name:  C.M. Grieve
                                                          ----------------------

                                                     Title:            CEO
                                                           ---------------------

                                                     Address:___________________

                                                             -------------------

                                                     Telecopy:__________________

                                                     "PURCHASER"

                                                     JVWEB, INC.

                                                     By:   /s/ Greg J. Micek
                                                        ------------------------
                                                     Greg J. Micek, President

                                            Address: 5444 Westheimer, Suite 2080
                                                     Houston, Texas 77056

                                                     Telecopy:  713/840-9034

EX-10.27

STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
effective as of the 10th day of May, 2000 by and between Jordan Ness  ("Seller")
and JVWeb, Inc., a Delaware corporation ("Purchaser").

                                                W I T N E S S E T H:

         WHEREAS,  Seller is the  holder of  1,000,000  shares of the issued and
outstanding  common  stock (the  "Common  Stock") of  eonthestreet.com,  Inc., a
Delaware  corporation ("the Company"),  which shares represent all of the issued
and outstanding shares of Common Stock; and

         WHEREAS, Seller desires to sell to Purchaser,  and Purchaser desires to
purchase from Seller,  400,000 shares of the Common Stock owned by Seller, which
shares  represent 40% of the issued and  outstanding  shares of the Company (the
"Shares"), for the consideration specified below; and

         WHEREAS,  Seller and  Purchaser  desire to  memorialize  in writing the
terms,  provisions and conditions of Seller's sale and  Purchaser's  purchase of
the Shares; and

         NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants,
agreements, representations and warranties set forth hereinafter, and other good
and  valuable   consideration,   the  receipt  and   sufficiency  of  which  are
acknowledged by Seller and Purchaser,  and subject to the terms,  provisions and
conditions hereof, each of Seller and Purchaser hereby agrees as follows:

                                                      ARTICLE I
                                             SALE AND PURCHASE OF STOCK

         1.1 Subject to the terms,  provisions  and conditions set forth herein,
Seller hereby sells and delivers to Purchaser,  and Purchaser  hereby  purchases
and receives  from Seller,  the Shares,  in exchange for the purchase  price set
forth hereinafter.  Purchaser hereby  acknowledges  receipt of one or more stock
certificates  representing  the Shares,  duly  endorsed or  accompanied  by duly
executed stock transfer form.

         1.2 The  purchase  price for the  Shares  shall be  100,000  registered
shares of the common stock of Purchaser (the "Purchaser  Common Stock").  Seller
hereby  acknowledges  receipt  of one or more  stock  certificates  representing
100,000 registered shares of Purchaser Common Stock.










                                                     ARTICLE II
                                          REPRESENTATIONS, WARRANTIES AND
                                                AGREEMENTS OF SELLER

         Seller  hereby  represents  and warrants to, and agrees with  Purchaser
that:

         2.1  Concerning  the  Shares.  All of the Shares  are duly and  validly
authorized and issued and are fully paid and non-assessable, and were not issued
in violation of the  preemptive  rights of any current or former  shareholder of
the Company. No option,  warrant, call,  subscription,  convertible security, or
commitment  of any kind exists  obligating  the Company to issue any  additional
shares of Common Stock or obligating Seller to sell any of the Shares to a third
party. There is not any compensation plan or agreement  applicable to any of the
officers,  directors,  or  employees  of the Company  under  which  compensation
accrued or payable is determined, in whole or in part, by reference to shares of
Common Stock.  There are no agreements or commitments  obligating the Company to
repurchase or otherwise acquire any of the outstanding shares of Common Stock.

         2.2 Ownership of Stock. All of the Shares are owed by Seller,  free and
clear  of  any  mortgage,  lien,  security  interest,   claim,  charge,  pledge,
encumbrance  and  any  restriction  on  the  transfer   thereof  of  any  nature
whatsoever. None of the Shares is subject to any voting trust, voting agreement,
or other agreement or understanding  with respect to the voting thereof,  nor is
any proxy in existence with respect to any such shares.

         2.3 Capacity to Enter into Agreement.  Seller has full right, power and
capacity  to  execute  and  deliver  this  Agreement  and all other  agreements,
documents and instruments to be executed in connection  herewith and perform his
obligations  hereunder  and  thereunder.  When  this  Agreement  and  all  other
agreements,  documents  and  instruments  to be executed by Seller in connection
herewith are executed by Seller and delivered to Purchaser,  this  Agreement and
such other  agreements,  documents and instruments will constitute the valid and
binding agreements of Seller enforceable against Seller in accordance with their
respective  terms, and will vest in Purchaser full right,  title and interest in
and to the Shares,  free and clear of any  mortgage,  lien,  security  interest,
claim, charge,  pledge,  encumbrance and any restriction on the transfer thereof
of any nature whatsoever.

         2.4  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Seller is a party or by which  Seller is bound or by which any of the  assets of
Seller is bound or affected,  (b) result in the creation of any lien,  charge or
encumbrance  upon  any  assets  of  Seller  pursuant  to the  terms  of any such
contract,  or (c) violate any judgment against,  or binding upon, Seller or upon
the assets of Seller.

         2.5 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Seller.

         2.6 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of Seller, threatened against Seller by persons not a party
to this Agreement  wherein an  unfavorable  decision,  ruling,  or finding would
render  unlawful  or  otherwise   adversely   affect  the  consummation  of  the
transactions contemplated by this Agreement.

         2.7  Transactions  with Affiliated  Parties.  There are no transactions
currently  engaged in between  the  Company  and any party  affiliated  with the
Company  (other  than   transactions   inherent  in  the  normal  capacities  of
shareholders,  officers,  directors, or employees).  Except for the ownership of
non-controlling  interests in securities of corporations the shares of which are
publicly  traded,  no party  affiliated  with the Company has any  investment or
ownership interest, directly,  indirectly, or beneficially, in any competitor or
potential competitor, major supplier, or customer of the Company.

         2.8 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated hereby have been carried on by Seller and his counsel
directly with Purchaser and its counsel  without the  intervention  of any other
person  as the  result  of any act of any of  them,  and as far as is  known  to
Seller,  without the  intervention of any other person in such manner as to give
rise to any valid  claim  against  any of the  parties  hereto  for a  brokerage
commission, finder's fee, or any similar payment.

         2.9 Untrue  Statements.  This  Agreement,  the  schedules  and exhibits
hereto,  and all other  documents  and  information  furnished  by Seller or his
representatives  pursuant  hereto or in  connection  herewith do not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made herein and therein not misleading or otherwise.

                                                     ARTICLE III
                                            REPRESENTATIONS, WARRANTIES,
                                            AND AGREEMENTS OF PURCHASER

         Purchaser hereby represents,  warrants,  and agrees to and with Seller,
that:

         3.1  Capacity  to  Enter  into  Agreement.   Purchaser  has  been  duly
organized,  is validly  existing and is in good standing in the  jurisdiction in
which it was  incorporated.  Purchaser  has full right,  power and  authority to
execute and deliver  this  Agreement  and all other  agreements,  documents  and
instruments to be executed in connection herewith and therewith and perform such
its  obligations  hereunder  and  thereunder.  The  execution  and  delivery  by
Purchaser of this Agreement and all other agreements,  documents and instruments
to be executed by  Purchaser in  connection  herewith  and  therewith  have been
authorized by all necessary  corporate action by Purchaser.  When this Agreement
and  all  other  agreements,  documents  and  instruments  to be  executed  by a
Purchaser in  connection  herewith and therewith are executed by a Purchaser and
delivered to Seller,  this  Agreement and such other  agreements,  documents and
instruments  will  constitute  the valid and  binding  agreements  of  Purchaser
enforceable against Purchaser in accordance with their respective terms.

         3.2  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Purchaser  is a party or by  which  Purchaser  is  bound or by which  any of the
assets of  Purchaser  is bound or  affected,  (b) result in the  creation of any
lien,  charge or encumbrance upon any assets of Purchaser  pursuant to the terms
of any such  contract,  or (c) violate any judgment  against,  or binding  upon,
Purchaser or upon the assets of  Purchaser,  or (d) violate any provision in the
charter  documents,  bylaws or any other agreement  affecting the governance and
control of Purchaser.

         3.3 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Purchaser.

         3.4 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of Purchaser, threatened against Purchaser by persons not a
party to this Agreement  wherein an  unfavorable  decision,  ruling,  or finding
would render  unlawful or otherwise  adversely  affect the  consummation  of the
transactions contemplated by this Agreement.

         3.5 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated  hereby  have been  carried on by  Purchaser  and its
counsel  directly with Seller and his counsel  without the  intervention  of any
other  person as the result of any act by  Purchaser,  and so far as is known to
Purchaser,  without the  intervention  of any other  person in such manner as to
give rise to any valid claim  against any of the parties  hereto for a brokerage
commission, finders' fee, or any similar payment.

                                                     ARTICLE IV
                                                ADDITIONAL AGREEMENTS

         4.1 Further Assurances. Following the date hereof, Seller shall execute
and  deliver  such  other  documents,  and take such  other  actions,  as may be
reasonably  requested by Purchaser to complete the transactions  contemplated by
this Agreement.

         4.2  Publicity.  The parties  hereto  shall  jointly  prepare any press
release or other public announcement relating to this Agreement, except that the
foregoing  shall not  prevent any party  hereto or any  affiliate  thereof  from
issuing any press release required by applicable law.

         4.3 Agreement  Regarding the Company.  In order to induce each other to
enter into the stock purchase provided for by this Agreement,  each party agreed
to enter into the Voting, Right of First Refusal and Buy-Sell Agreement attached
hereto as Exhibit 4.3.

                                                      ARTICLE V
                                               SURVIVAL AND INDEMNITY

         5.1   Survival  of   Representations   and   Warranties.   All  of  the
representations  and warranties  made by the parties hereto in this Agreement or
pursuant  hereto,  shall be continuing  and shall survive the closing hereof and
the consummation of the transactions  contemplated  hereby,  notwithstanding any
investigation at any time made by or on behalf of any party hereto.

         5.2 Indemnification  Seller.  Seller shall protect,  indemnify and hold
harmless  Purchaser,  and  its  stockholders,  directors,  officers,  employees,
agents,  affiliates,  successors and assigns, from any and all demands,  claims,
actions, causes of actions, lawsuits,  proceedings,  judgments, losses, damages,
injuries,  liabilities,  obligations,  expenses  and costs  (including  costs of
litigation  and  reasonable  attorneys'  fees),  arising  from any breach of any
agreement, representation or warranty made by Seller in this Agreement.

         5.3  Indemnification by Purchaser.  Purchaser shall protect,  indemnify
and hold harmless Seller,  and his agents,  affiliates,  successors and assigns,
from  any and  all  demands,  claims,  actions,  causes  of  actions,  lawsuits,
proceedings,  judgments,  losses, damages, injuries,  liabilities,  obligations,
expenses and costs (including costs of litigation and attorneys' fees),  arising
from any breach of any agreement,  representation  or warranty made by Purchaser
in this Agreement.

                                                     ARTICLE VI
                                                    MISCELLANEOUS

         6.1  Notices.  Any  notices to be given  hereunder  by any party to the
other parties may be effected either by personal  delivery in writing or sent by
facsimile  or by mail,  registered  or  certified,  postage  prepaid with return
receipt  requested,  addressed  to the one or more parties to be notified at the
addresses set forth beneath such parties' respective signatures below.

         6.2  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  and each  such  counterpart  shall  be  deemed  to be an  original
instrument,  but all such counterparts together shall constitute but one and the
same instrument.

         6.3  Amendments  and  Waivers.  This  Agreement  may not be modified or
amended  other than by an agreement in writing  signed by all parties  affected.
Any waiver of the terms, provisions, covenants, representations,  warranties, or
conditions  hereof  shall be made  only by a  written  instrument  executed  and
delivered by the party waiving compliance.  The failure of any party at any time
or times to  require  performance  of any  provision  hereof  shall in no manner
affect the right to enforce the same.  No waiver by any party of any  condition,
or of the breach of any term, provision, covenant,  representation,  or warranty
contained in this  Agreement in one or more  instances  shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or the  breach  of any  other  term,  provision,
covenant, representation, or warranty.

         6.4 Entire  Agreement.  This Agreement sets forth the entire  agreement
and  understanding of the parties with respect to the transactions  contemplated
hereby and  thereby,  and  supersede  all prior  agreements,  arrangements,  and
understandings relating to the subject matter hereof.

         6.5 Successors and Assigns.  All of the terms,  provisions,  covenants,
representations,  warranties,  and conditions of this Agreement shall be binding
upon and shall inure to the benefit of and be  enforceable by the parties hereto
and their respective assigns and successors.

         6.6 Applicable  Law. THIS  AGREEMENT AND ALL QUESTIONS  RELATING TO ITS
VALIDITY, INTERPRETATION,  PERFORMANCE, AND ENFORCEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

         6.7 Severability.  If any term, provision,  covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  shall  remain  in full  force  and  effect  and shall in no way be
affected, impaired, or invalidated.

         6.8  Expenses.  Each party shall bear his or its own legal,  accounting
and administrative  expenses in connection with the  investigation,  negotiation
and consummation of the transactions contemplated hereby.

                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                                     "SELLER"



                                                     /s/ Jordan Ness
                                                     ---------------------------
                                                     Jordan Ness

                                                     Address: __________________

                                                              -----------------

                                                     Telecopy:__________________

                                                     "PURCHASER"

                                                     JVWEB, INC.


                                                     By:   /s/ Greg J. Micek
                                                        ------------------------
                                                     Greg J. Micek, President

                                            Address: 5444 Westheimer, Suite 2080
                                                     Houston, Texas 77056

                                                  Telecopy:         713/840-9034

EX-10.28

ASSET CONTRIBUTION AGREEMENT AND ASSIGNMENT

         THIS ASSET CONTRIBUTION AGREEMENT AND ASSIGNMENT  ("Agreement") is made
and entered into this 10th day of May,  2000 by Jordan Ness  ("Shareholder")  in
favor of eonthestreet.com, Inc., a Delaware corporation (the "Company").

                                                     RECITALS:

         WHEREAS,  Shareholder  is the  owner of the  entire  right,  title  and
interest  in and to the domain  name  "www.wallstreetinterview.com"  and certain
computer and related hardware,  hardware configurations,  operations systems and
related software,  proprietary and other software algorithms, and other data and
facilities  assembled by Shareholder  for purposes of developing,  operating and
maintaining a currently  existing site on the World Wide Web using the foregoing
domain name (such site is referred to hereinafter as the "Web Site"); and

         WHEREAS,  Shareholder desires to become a shareholder in the Company by
transferring to the Company full right,  title and interest in and to all of the
personal  property of every kind or nature used in connection with the operation
of the Web Site (the  "Assets"),  including,  without  limitation,  the personal
property  that is more fully  described  in ARTICLE  ONE below and on  Schedules
1.1(a), 1.1(b) and 1.1(c) hereto, free and clear of any security interest, lien,
mortgage,  encumbrance,  claim,  or  limitation or  restriction  on the transfer
thereof, except as set forth on Schedule 2.5 hereto; and

         WHEREAS, in consideration of his transfer of the Assets to the Company,
the Company is willing to issue to Shareholder 1,000,000 shares of the Company's
common stock, $.01 par value per share (the "Common Stock"); and

         WHEREAS,  the Company and Shareholder  desire to memorialize in writing
the terms,  provisions  and  conditions  of the  transfer  of the Assets and the
Company's  issuance of the Common Stock as aforesaid  and certain  other matters
relating thereto;

                                                     AGREEMENT:

         NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants,
agreements,  representations  and warranties set forth  hereinafter,  $10.00 and
other good and valuable consideration (the receipt,  adequacy and sufficiency of
which each of the Company and Shareholder  hereby  acknowledges)  and subject to
the terms, provisions and conditions hereof, each of the Company and Shareholder
hereby agrees as follows:






                                                     ARTICLE ONE
                                             CONTRIBUTION OF ASSETS AND
                                              ISSUANCE OF COMMON STOCK

         1.1 Contribution of Assets.  In consideration of the issuance of Common
Stock to  Shareholder  pursuant  to Section 1.2 below,  Shareholder  does hereby
assign,  transfer,  convey and contribute to the capital of the Company (without
any further act or deed except as otherwise indicated herein), full right, title
and  interest in and to the  Assets,  and the  Company  does hereby  acquire and
receive full right,  title and interest in and to the Assets,  free and clear of
any security  interest,  lien,  mortgage,  encumbrance,  claim, or limitation or
restriction on the transfer thereof, except as set forth on Schedule 2.5 hereto.
The Company hereby  acknowledges  receipt of the  possession of the Assets.  The
Assets consist of all privileges,  rights, claims, causes of action,  interests,
properties,  options and assets  associated  with the Web Site of every kind and
description  and  wherever  located  which  are  used  or  intended  for  use in
connection  with,  or which are  necessary  to the  continued  conduct  of,  the
operations and business of the Web Site as presently being conducted, including,
without limitation, all of the following:

                  (a) Any and all  names,  logos,  slogans,  colors,  common law
         rights, state registrations,  federal  registrations,  whether owned or
         not, on primary or secondary  registrations,  in the United  States and
         worldwide,  of, for, or  relating  to the Web Site;  together  with all
         copyright  powers,  rights,  and  benefits  relating to the  foregoing,
         including,  but not  limited to, the right to  produce,  sell,  modify,
         distribute,  license, and copy in full or in part those items described
         above;  all related  trademarks,  trade names,  service  marks,  logos,
         marketing  concepts,  and trade  dress of the  foregoing;  all  rights,
         including  copyright and other  intellectual  property  rights,  in the
         foregoing  and  in  all   advertising,   instructional,   or  technical
         documents, whether printed or computerized,  relating to the foregoing;
         legal  title  and  ownership  or  assignment  of any and  all  Internet
         properties,  including,  but  not  limited  to,  domain  names,  domain
         addresses,  unique  URL's,  and  service  agreements  relating  to  the
         foregoing,    including,   without   limitation,   the   domain   names
         "www.wallstreetinterview.com"  and  "eonthestreet.com";   any  and  all
         inventions, conceptions,  improvements,  enhancements,  derivatives, or
         modifications to any of the foregoing made by Shareholder or his agents
         hereafter;  all rights to enforce and/or recover,  for  infringement or
         other legal claims, past, present, or future,  against any third party,
         and any and all rights to apply for, acquire,  or retain the benefit of
         any patentable subject matter derived from or relating to the foregoing
         (the items and matters  described in this Section 1.1(a)  include,  but
         are not limited to, all of those items and matters listed and described
         on the attached Schedule 1.1(a)); and

                  (b) All  federal,  state  and local  permits,  authorizations,
         certificates,   approvals,   registrations,    variances,   exemptions,
         franchises,  rights of other kind and  character  which are required by
         law with respect to the  operations  and business of the Web Site as it
         is now being  conducted,  including,  but not  limited to, all of those
         listed and described on the attached Schedule 1.1(b); and

                  (c)  All   agreements,   contracts,   understandings,   plans,
         obligations,  commitments  and other  documents  which are  material to
         and/or  utilized by  Shareholder  in the operations and business of the
         Web Site,  including,  but not  limited  to,  all of those  listed  and
         described on the attached Schedule 1.1(c); and

                  (d) All books,  records,  papers and  instruments  of whatever
         nature and wherever  located which (i) relate to and/or are utilized in
         the  operations  or business of the Web Site,  or (ii) are  required or
         necessary  in order for the  Company  to  conduct  the  operations  and
         business  of the Web  Site  hereafter  in the  manner  in  which  it is
         presently being conducted,  including,  without limitation,  accounting
         and financial records,  maintenance and production records,  operations
         and management reports, personnel and labor relations records, customer
         lists, sales records and other customer data relating to the operations
         and business of the Web Site; and

                  (e) All other or additional privileges, rights, claims, causes
         of action,  interests,  properties,  options and assets associated with
         the Web Site of every kind and description  and wherever  located which
         are used or intended for use in connection with, or which are necessary
         to the  continued  conduct of, the  operations  and business of the Web
         Site as presently being conducted.

         1.2 Issuance of Stock.  In  consideration  of the  contribution  of the
Assets to the Company, the Company issued to Shareholder on the date hereof, and
Shareholder  received on the date hereof,  1,000,000 shares of the Common Stock.
Shareholder hereby acknowledges  receipt of stock certificates  representing the
aforementioned number of shares of Common Stock.

         1.3 Assumed  Liabilities.  The Company  hereby  agrees to assume and be
obligated to pay, perform or discharge only those liabilities that are expressly
set forth on  Schedule  1.3 hereto  (referred  to  hereinafter  as the  "Assumed
Liabilities").  The Company assumes no obligations,  liabilities and debts other
than the Assumed  Liabilities.  Shareholder  agrees to pay or perform timely any
and all  obligations,  liabilities  and debts of Shareholder  other than for the
Assumed Liabilities.

         1.4  Consents.  Shareholder  shall  use his best  efforts  to assist in
obtaining any third party  consents  necessary to  contribute  the Assets to the
Company.  To the extent  that any of the Assets are not  assignable  without the
consent of another  party and such consent has not been  obtained on or prior to
the date  hereof,  such Assets shall not be assigned or attempted to be assigned
if such assignment or attempted  assignment  would  constitute a breach thereof.
While Shareholder is trying to procure all necessary  consents,  Shareholder and
the Company shall cooperate in any reasonable  arrangements  designed to provide
to the Company the benefits of any such  Assets,  including  enforcement  at the
cost and for the  account of the  Company  of any and all rights of  Shareholder
against the other party thereto  arising out of a cancellation or breach by such
other party or otherwise.

                                                     ARTICLE TWO
                                     REPRESENTATIONS, WARRANTIES AND AGREEMENTS
                                                   OF SHAREHOLDER

         Shareholder  hereby  represents,  warrants  and  agrees to and with the
Company that (except as expressly  set forth on a disclosure  schedule  attached
hereto and signed by the Company):

         2.1 Capacity to Enter into Agreement. Shareholder has full right, power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection  herewith and perform his
obligations  hereunder  and  thereunder.  When  this  Agreement  and  all  other
agreements,   documents  and  instruments  to  be  executed  by  Shareholder  in
connection  herewith are executed by  Shareholder  and delivered to the Company,
this Agreement and such other agreements, documents and instruments will vest in
the Company full right, title and interest in and to the Assets,  free and clear
of any  and  all  encumbrances,  security  interests,  liens,  charges,  claims,
restrictions or limitations,  whatsoever,  by any person of any kind,  including
those on the transfer thereof, whether known or unknown, and will constitute the
valid and binding agreements of Shareholder  enforceable  against Shareholder in
accordance with their respective terms.

         2.2  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Shareholder  is a party or by which  Shareholder is bound or by which any of the
Assets is bound or affected,  (b) violate any judgment against, or binding upon,
Shareholder or the Assets,  or (c) result in the creation of any lien, charge or
encumbrance upon any Assets pursuant to the terms of any such contract.

         2.3 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Shareholder.

         2.4      Financial Information.  [TO COME]
                  ---------------------

         2.5 Assets.  Shareholder has good and indefeasible  title to all of the
Assets,  free  and  clear  of  all  mortgages,   liens,  pledges,   charges,  or
encumbrances  of any  nature  whatsoever,  except  (a)  liens  and  encumbrances
expressly disclosed in Schedule 2.5, and (b) liens for current taxes not yet due
and payable.

         2.6 Contracts.  Schedule 1.1(c)  contains a true,  correct and complete
list of all contracts,  agreements,  commitments  and leases relating to the Web
Site,  whether or not made in the ordinary  course of business,  that either (a)
involve or may involve aggregate payments by or to Shareholder  exceeding $5,000
per year; (b) are not by their terms  terminable by Shareholder  without premium
or penalty within 60 or fewer days notice, or (c) otherwise materially adversely
affect or, to the knowledge of Shareholder,  might  materially  adversely affect
the financial  condition,  property,  assets,  liabilities  (accrued,  absolute,
contingent,  or  otherwise),  income or business of the Web Site.  Except as set
forth on Schedule 2.6 hereto,

         (a)      All leases, contracts, agreements,  arrangement or commitments
                  relating to the Web Site are in good standing, valid,
                  and effective; and


         (b)      There is not,  under  any  such  lease,  contract,  agreement,
                  arrangement or commitment, any existing or prospective default
                  or event of default by  Shareholder or event which with notice
                  or lapse of time,  or both would  constitute  a default and in
                  respect to which  Shareholder  has not taken adequate steps to
                  prevent a default  from  occurring;  and, to the  knowledge of
                  Shareholder,  no  other  party to any  such  lease,  contract,
                  agreement,  arrangement or commitment, is in default or breach
                  thereof nor has any event  occurred which with notice or lapse
                  of time  would  constitute  a breach or default of any of such
                  lease, contract, agreement, arrangement or commitment.

         2.7      Permits.  Schedule  1.1(b)  contains a true,  correct and
                  complete list of all licenses,  permits and  authorizations
                  -------
relating to the Web Site.  Except as set forth on Schedule 2.7 hereto,

         (a)      Shareholder  holds all licenses,  permits and  authorizations
                  required to carry on the business of the Web Site, and
                  all such licenses, permits and authorizations are in good
                  standing;

         (b)      Shareholder is in full  compliance  with and not in default or
                  violation with respect to any term or provision of any
                  of its licenses, permits and authorizations;


         (c)      No notice of pending,  threatened,  or possible  violation  or
                  investigation  in  connection  with,  or loss of, any license,
                  permit,  or  authorization  relating to the Web Site, has been
                  received by Shareholder;

         (d)      Shareholder has no knowledge that the issuance of such a
                  notice is being  considered or of any facts or circumstances
                  which form the basis for the issuance of such a notice; and

         (e)      No license,  permit,  or  authorization of relating to the Web
                  Site is affected by the  transactions  provided  for herein or
                  contemplated hereby.

         2.8      Intellectual Property.
                  ---------------------

         (a)      "Proprietary  Rights" shall mean all of the following items
                  owned by or licensed to Shareholder for the Web Site, and
                  any and all corresponding rights that, prior to the date
                  hereof, may be secured by Shareholder  throughout the world:
                  (i) patents,  patent  applications,  patent disclosures and
                  inventions  (whether or not patentable and whether or not
                  reduced  to  practice)  and  any  reissue,  continuation,
                  continuation-in-part,  division,  revision,  extension  or
                  reexamination  thereof; (ii) trademarks,  service marks, trade
                  dress, logos, trade names and corporate names together
                  with all goodwill  associated  therewith,  copyrights
                  registered or unregistered  and  copyrightable  works and mask
                  works;  (iii) all  registrations,  applications  and  renewals
                  for any of the  foregoing;  (iv)  trade  secrets  and
                  confidential information (including, without limitation,
                  ideas, formulae,  compositions,  know-how, manufacturing and
                  production processes and techniques, research and development
                  information, drawings, specifications,  designs, plans,
                  proposals,  technical  data,  financial,  business and
                  marketing  plans,  and customer and supplier lists and related
                  information);  (v) computer software and software systems
                  (including, without limitation, data, databases and related
                  documentation);  (vi) Internet properties,  including, but not
                  limited to, domain names, addresses,  unique URL's and
                  service  agreements;  (vii) other  proprietary  rights; (viii)
                  licenses or other agreements to or from third parties
                  regarding the foregoing;  and (ix) all copies and tangible
                  embodiments of the foregoing (in whatever form or medium),
                  in each case including, without limitation, the items set
                  forth on Schedule 1.1(a).

         (b)      Schedule 1.1(a) sets forth a complete and correct list of: (i)
                  all patented or registered  Proprietary Rights and all pending
                  patent  applications or other applications for registration of
                  Proprietary rights owned,  filed or used by Shareholder,  (ii)
                  all  trade   names  and   unregistered   trademarks   used  by
                  Shareholder,  (iii) all unregistered  copyrights,  mask works,
                  and computer  software owned or used by Shareholder,  and (iv)
                  all licenses or similar  agreements or  arrangements  to which
                  Shareholder  is a party either as licensee or licensor for the
                  Proprietary Rights.

         (c)      Except as set forth in Schedule 1.1(a),  (i) Shareholder owns
                  and possesses all right,  title and interest in and to,
                  or has a valid and  enforceable  right to use,  each of the
                  Proprietary  Rights free and clear of all liens,  and no
                  claim by any third party contesting the validity,
                  enforceability,  use or ownership of any of the Proprietary
                  Rights has been made, is currently  outstanding or to
                  Shareholder's  knowledge is threatened,  (ii) the Proprietary
                  Rights
                  comprise all proprietary  rights necessary for the operation
                  of the business of the Web Site as currently  conducted,
                  and as currently proposed to be conducted,  (iii) the loss or
                  expiration of any Proprietary Right or related group of
                  Proprietary  Rights has not and would not result in a material
                  adverse affect on the business of the Web Site, and no
                  such loss or  expiration  is  threatened  or  pending,  (iv)
                  Shareholder  has not  received  any  notices of, nor is
                  Shareholder aware of any facts which indicate a likelihood of,
                  any infringement or  misappropriation  by, or conflict
                  with, any third party with respect to any Proprietary  Right
                  including,  without  limitation,  any demand or request
                  that Shareholder  license rights from a third party, (v)
                  Shareholder has not infringed,  misappropriated or otherwise
                  conflicted  with any  proprietary  rights of any third parties
                  and  Shareholders  are not aware of any  infringement,
                  misappropriation  or conflict  which shall occur as a result
                  of the  continued  operation  of the business of the Web
                  Site as currently  conducted or as  currently  proposed to be
                  conducted,  and (vi) the  Proprietary  Rights owned or
                  licensed to  Shareholder  have not been  infringed,
                  misappropriated  or conflicted by any third party. In
                  addition, Shareholder  has and is passing on to Company  all
                  rights to use the names and  trademarks  "wallstreetinterview.
                  com" and "eonthestreet.com"  for use in connection with the
                  business of the Web Site. In addition,  Shareholder represents
                  that the Company may use the content  currently  and
                  previously  featured on the Web Site as a guide for further
                  use and the Company can copy the format of such content.

         (d)      All of the  Proprietary  Rights  are or shall be owned  by, or
                  licensed to, Shareholder immediately prior to the consummation
                  of the  transactions  provided  for herein.  The  transactions
                  contemplated by this Agreement shall have no adverse effect on
                  Shareholder's  right,  title and interest in and to any of the
                  Proprietary  Rights.  Shareholder has not disclosed any of his
                  trade secrets or  confidential  information  pertaining to the
                  Web Site and  existing  at the date of this  Agreement  to any
                  third party other than  pursuant to a written  confidentiality
                  agreement.   Shareholder  has  taken  all  other  commercially
                  reasonable  actions to maintain  and  protect the  Proprietary
                  Rights.

         (e)      As of the date  hereof,  Purchaser  is entitled to all income,
                  royalties,  damages  and  payments  relating  to  any  of  the
                  Proprietary  Rights due or payable  to  Shareholder  as of the
                  date  hereof  or at any  time  hereafter,  including,  without
                  limitation,  damages and payments for past,  present or future
                  infringements or  misappropriations of any Proprietary Rights,
                  and the right to sue and  recover  for past  infringements  or
                  misappropriations of any Proprietary Rights.

         2.9  Litigation.   There  is  no  pending  suit,   action,   or  legal,
administrative,  arbitration,  or other proceeding or governmental investigation
to which  Shareholder is a party or which  adversely  affects or might adversely
affect the business of the Web Site. Shareholder is not subject to any judgment,
order, writ, injunction,  decree, or award applicable to the business of the Web
Site of any court or other governmental  instrumentality or arbitrator. There is
no  action,  suit,  proceeding,  or  claim  pending  or,  to  the  knowledge  of
Shareholder,  threatened  against  Shareholder  by  persons  not a party to this
Agreement  wherein an  unfavorable  decision,  ruling,  or finding  would render
unlawful or otherwise  adversely  affect the  consummation  of the  transactions
contemplated by this Agreement.

         2.10  Compliance  with Law.  Shareholder  is not in violation of, or in
default  with  respect to, or in alleged  violation  of or alleged  default with
respect to, any applicable law, rule, regulation,  permit, or any writ or decree
of  any  court  or  any  governmental  commission,  board,  bureau,  agency,  or
instrumentality,  including without  limitation,  any laws,  ordinances,  rules,
regulations, permits, or orders relating to the business of the Web Site, or the
business operations and practices,  health and safety, and employment  practices
with respect to the Web Site.  Shareholder is not delinquent with respect to any
report required to be filed with any  governmental  commission,  board,  bureau,
agency,  or  instrumentality,  or with any trade  association  or  certification
organization  that has in the past certified or endorsed the business of the Web
Site.  Shareholder  is not  delinquent  with respect to any reports  required by
private covenants or agreements with respect to the Web Site.

         2.11     Successor Liability.  The Company will have no successor
liability for any liability of Shareholder  (relating to any
                  -------------------
taxes or otherwise) as a result of the Company's acquisition of the Assets.

         2.12 Finder's Fees; Certain Expenses. All negotiations relative to this
Agreement  and the  transactions  contemplated  hereby  have been  carried on by
Shareholder,  and his counsel directly with the Company and its counsel, without
the  intervention  of any other  person as the result of any act of any of them,
and as far as is known to  Shareholder,  without the  intervention  of any other
person in such  manner as to give rise to any  valid  claim  against  any of the
parties hereto for a brokerage commission, finder's fee, or any similar payment.

         2.13  Transactions with Affiliated  Parties.  There are no transactions
currently  engaged  in  between   Shareholder  and  any  party  affiliated  with
Shareholder  relating to the business of the Web Site.  Except for the ownership
of  non-controlling  interests in securities of corporations the shares of which
are publicly  traded,  Shareholder  has no  investment  or  ownership  interest,
directly,   indirectly,   or  beneficially,   in  any  competitor  or  potential
competitor, major supplier, or customer of the business of the Web Site.

         2.14 Untrue  Statements.  This  Agreement,  the  schedules and exhibits
hereto, and all other documents and information  furnished by any Shareholder or
his representatives pursuant hereto or in connection herewith do not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made herein and therein not misleading or otherwise.

                                                    ARTICLE THREE
                                    REPRESENTATIONS, WARRANTIES, AND AGREEMENTS
                                                   OF THE COMPANY

         The  Company  hereby  represents,  warrants,  and  agrees  to and  with
Shareholder, that:

         3.1  Organization  and  Standing  of  the  Company.  The  Company  is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the state of Delaware.

         3.2 Capacity to Enter into Agreement. The Company has full right, power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection herewith and perform such
its or his obligations  hereunder and thereunder.  The execution and delivery by
the  Company  of  this  Agreement  and  all  other  agreements,   documents  and
instruments  to be  executed  by the Company in  connection  herewith  have been
authorized by all necessary corporate action by the Company. When this Agreement
and all other  agreements,  documents  and  instruments  to be  executed  by the
Company in connection  herewith are executed by the Company and delivered to the
Company,  this Agreement and such other  agreements,  documents and  instruments
will  constitute the valid and binding  agreements of the Company or enforceable
against the Company in accordance with their respective terms.

         3.3  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
the  Company is a party or by which the  Company is bound or by which any of the
assets of the Company is bound or affected, (b) violate any judgment against, or
binding upon,  the Company or upon the assets of the Company,  (c) result in the
creation  of any lien,  charge or  encumbrance  upon any  assets of the  Company
pursuant to the terms of any such contract,  or (d) violate any provision in the
charter  documents,  bylaws or any other agreement  affecting the governance and
control of the Company.

         3.4 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection with the execution, delivery, or performance of this Agreement by the
Company.

         3.5 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of the Company,  threatened  against the Company by persons
not a party to this  Agreement  wherein  an  unfavorable  decision,  ruling,  or
finding would render unlawful or otherwise  adversely affect the consummation of
the transactions contemplated by this Agreement.

         3.6 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated  hereby  have been  carried on by the Company and its
counsel directly with Shareholder,  and his counsel, without the intervention of
any other person as the result of any act by the Company, and so far as is known
to the Company,  without the  intervention of any other person in such manner as
to give  rise  to any  valid  claim  against  any of the  parties  hereto  for a
brokerage commission, finders' fee, or any similar payment.

                                                    ARTICLE FOUR
                                                ADDITIONAL AGREEMENTS

         4.1 Further  Assurances.  Following the date hereof,  Shareholder shall
execute and deliver such other documents, and take such other actions, as may be
reasonably requested by the Company to complete the transactions contemplated by
this Agreement and to perfect in the Company title to the Assets.  Following the
date hereof,  the Company  shall execute and deliver such other  documents,  and
take such other  actions,  as may be  reasonably  requested  by  Shareholder  to
complete  the  transactions  contemplated  by this  Agreement  and to perfect in
Shareholder  title to the Common Stock to be issued to  Shareholder  pursuant to
ARTICLE ONE hereof.

         4.2 Non-Compete Agreement. In order to induce the Company to enter into
this  Agreement,  Shareholder  agreed to enter  into the  Non-Compete  Agreement
attached hereto as Exhibit 4.2.

         4.3  Publicity.  The parties  hereto  shall  jointly  prepare any press
release or other public announcement relating to this Agreement, except that the
foregoing  shall not  prevent any party  hereto or any  affiliate  thereof  from
issuing any press release required by applicable law.

                                                    ARTICLE FIVE
                                               SURVIVAL AND INDEMNITY

         5.1   Survival  of   Representations   and   Warranties.   All  of  the
representations  and warranties  made by the parties hereto in this Agreement or
pursuant  hereto,  shall be continuing  and shall survive the closing hereof and
the consummation of the transactions  contemplated  hereby,  notwithstanding any
investigation at any time made by or on behalf of any party hereto.

         5.2   Indemnification   by  Shareholder.   Shareholder  shall  protect,
indemnify  and hold  harmless  the  Company,  and its  stockholders,  directors,
officers,  employees,  agents, affiliates,  successors and assigns, from any and
all  demands,  claims,  actions,  causes  of  actions,  lawsuits,   proceedings,
judgments,  losses, damages, injuries,  liabilities,  obligations,  expenses and
costs  (including  costs of litigation  and attorneys'  fees),  arising from any
breach of any agreement,  representation  or warranty made by any of him in this
Agreement.

         5.3  Indemnification  by  the  Company.   The  Company  shall  protect,
indemnify and hold harmless Shareholder, and his agents, affiliates,  successors
and  assigns,  from any and all  demands,  claims,  actions,  causes of actions,
lawsuits,  proceedings,   judgments,  losses,  damages,  injuries,  liabilities,
obligations,  expenses and costs  (including  costs of litigation and attorneys'
fees), arising from any breach of any agreement, representation or warranty made
by it in this Agreement.

         5.4 Board Committee. In connection with the other transactions provided
for in or contemplated by this Agreement and in order to properly  implement the
indemnification  obligations  provided for in Section 5.2, the Company created a
committee  (the  "Committee")  of its board of directors  composed of one person
appointed by Purchaser.  The Committee was given full authority on behalf of the
Company to decide whether or not to assert any claims for indemnification  under
Section  5.2 and to take all  actions  and make all  decisions  on behalf of the
Company in the event the Committee  decides to assert any such claims. A copy of
the  documentation  creating the Committee and  appointing its initial member is
attached hereto as Exhibit 5.4.

                                                     ARTICLE SIX
                                                    MISCELLANEOUS

         6.1 Notices.  Any notices,  requests,  demands, or other communications
herein  required  or  permitted  to be  given  shall  be in  writing  and may be
personally served or sent by United States mail and shall be deemed to have been
given if personally  served,  when served,  or if mailed,  when deposited in the
mail and shall be  deemed  to have been  received  if  personally  served,  when
served,  or if mailed at 12:00 noon,  Houston,  Texas time on the third business
day after deposit in the United  States mail with postage  pre-paid by certified
or registered mail and properly addressed.  As used in this Agreement,  the term
"business day" means days other than Saturdays, Sundays, and holidays recognized
by Federal banks.  For purposes of this Agreement,  the addresses of the parties
hereto  shall  be the  addresses  as set  forth on the  signature  pages of this
Agreement until a party subsequently  notifies all other parties in writing of a
change of address.

         6.2  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  and each  such  counterpart  shall  be  deemed  to be an  original
instrument,  but all such counterparts together shall constitute but one and the
same instrument.

         6.3 Amendments and Waivers. This Agreement may be amended, modified, or
superseded only by written instrument executed by all parties hereto. Any waiver
of the terms, provisions, covenants, representations,  warranties, or conditions
hereof shall be made only by a written instrument  executed and delivered by the
party waiving  compliance.  Any waiver granted by a corporate party hereto shall
be effective  only if executed and  delivered  by the chief  executive  officer,
president,  or any vice president of such party. The failure of any party at any
time or times to require  performance of any provision hereof shall in no manner
affect the right to enforce the same.  No waiver by any party of any  condition,
or of the breach of any term, provision, covenant,  representation,  or warranty
contained in this  Agreement in one or more  instances  shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or the  breach  of any  other  term,  provision,
covenant, representation, or warranty.

         6.4      Time of Essence.  Time is of the essence in the performance of
 this Agreement.
                  ---------------

         6.5 Captions.  The captions  contained in this Agreement are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the  meaning  or
interpretation of any Article, Section, or paragraph hereof.

         6.6 Entire  Agreement.  This  Agreement  (including  the  schedules and
exhibits  hereto,  the  Financial  Statements,  and  all  supporting  agreements
referred to herein,  all of which are by this reference fully  incorporated into
this agreement) sets forth the entire agreement and understanding of the parties
with respect to the transactions  contemplated  hereby, and supersedes all prior
agreements,  arrangements,  and  understandings  relating to the subject  matter
hereof.

         6.7 Successors and Assigns.  All of the terms,  provisions,  covenants,
representations,  warranties,  and conditions of this Agreement shall be binding
upon and shall inure to the benefit of and be  enforceable by the parties hereto
and their respective heirs, legal representatives, assigns, and successors.

         6.8 Knowledge,  Gender,  and Certain  References.  A representation  or
statement  made herein to the  knowledge  of any  corporate  party refers to the
knowledge  or belief  of the  companies'  directors,  officers,  and  attorneys,
regardless of whether the  knowledge of such person was obtained  outside of the
course and scope of his  corporate  employment  or  duties,  and  regardless  of
whether any such person's interests are adverse to such entity in respect of the
matters as to which his  knowledge is  attributed.  Whenever from the context it
appears appropriate, each term stated in either the singular or the plural shall
include both the singular and the plural,  and pronouns  stated in the masculine
or the neuter  gender shall include the  masculine,  the feminine and the neuter
gender.  The  terms  "hereof,"  "herein,"  or  "hereunder"  shall  refer to this
Agreement as a whole and not to any particular  Article,  Section,  or paragraph
hereof.

         6.9 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY ITS
TERMS AND BY THE  LOCAL,  INTERNAL  LAWS OF THE STATE OF  DELAWARE.  Each  party
hereto hereby  acknowledges and agrees that he or it has consulted legal counsel
in  connection  with the  negotiation  of this  Agreement  and that he or it has
bargaining  power equal to that of the other parties  hereto in connection  with
the negotiation and execution of this Agreement. Accordingly, the parties hereto
agree  that  the  rule of  contract  construction  that an  agreement  shall  be
construed against the draftsman shall have no application in the construction or
interpretation of this Agreement.

         6.10 Severability. If any term, provision,  covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  shall  remain  in full  force  and  effect  and shall in no way be
affected, impaired, or invalidated.

         6.11 Costs,  Expenses and Fees.  Each party hereto agrees hereby to pay
all costs,  expenses,  and fees  incurred  by him or it in  connection  with the
transactions contemplated hereby, including,  without limitation, all attorneys'
and accountants' fees.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

"COMPANY"                                            "SHAREHOLDER"

EONTHESTREET.COM, INC.



By:  /s/ Jordan Ness                                   /s/ Jordan Ness
   -----------------------------------------         ---------------------------
         Jordan Ness, President                      Jordan Ness, individually


Address:_____________________________       Address:____________________________

- ------------------------------------                 ---------------------------











                                                     EXHIBIT 4.2

                                                NON-COMPETE AGREEMENT






                                                     EXHIBIT 5.4

                                               COMMITTEE DOCUMENTATION






                                                   SCHEDULE 1.1(a)

                                                INTELLECTUAL PROPERTY








                                                   SCHEDULE 1.1(b)

                                                       PERMITS







                                                   SCHEDULE 1.1(c)

                                                      CONTRACTS

EX-10.29

ASSET PURCHASE AGREEMENT AND ASSIGNMENT

         THIS ASSET PURCHASE AGREEMENT AND ASSIGNMENT  ("Agreement") is made and
entered  into  this  _____  day of  May,  2000  by and  between  Steve  Naremore
("Seller"), on the one hand, and eonthestreet.com,  Inc., a Delaware corporation
("Purchaser"),  and  JVWeb,  Inc.,  a  Delaware  corporation  and  the  majority
stockholder of Purchaser (the "Company"), on the other hand.

                                                     RECITALS:

         WHEREAS, Seller is the owner of the entire right, title and interest in
and to the  domain  name  "www.discoverystocks.com"  and  certain  computer  and
related  hardware,  hardware  configurations,  operations  systems  and  related
software,  proprietary  and  other  software  algorithms,  and  other  data  and
facilities  assembled  by Seller  for  purposes  of  developing,  operating  and
maintaining a site on the World Wide Web currently under  development  using the
foregoing  domain name (such site is referred to hereinafter as the "Web Site");
and

         WHEREAS, Seller desires to sell to Purchaser,  and Purchaser desires to
purchase  from  Seller,  full  right,  title and  interest  in and to all of the
personal  property  of every  kind or  nature  assembled  by  Seller  for use in
connection with the operation of the Web Site (the "Assets"), including, without
limitation,  the personal  property that is more fully  described in ARTICLE ONE
below and on Schedules 1.1(a),  1.1(b) and 1.1(c) hereto,  free and clear of any
security  interest,  lien,  mortgage,   encumbrance,  claim,  or  limitation  or
restriction on the transfer thereof, except as set forth on Schedule 2.4 hereto,
all upon the terms, provisions and conditions set forth hereinafter;

                                                     AGREEMENT:

         NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants,
agreements,  representations  and warranties set forth  hereinafter,  $10.00 and
other good and valuable consideration (the receipt,  adequacy and sufficiency of
which each of Seller  and  Purchaser  hereby  acknowledges)  and  subject to the
terms,  provisions and conditions  hereof,  each of Seller and Purchaser  hereby
agrees as follows:

                                                     ARTICLE ONE
                                            SALE AND PURCHASE OF ASSETS

         1.1 Purchase of Assets. In consideration of the purchase price provided
for in Section 1.2 below, Seller does hereby assign,  transfer,  convey and sell
to  Purchaser  (without  any further act or deed except as  otherwise  indicated
herein), full right, title and interest in and to the Assets, and Purchaser does
hereby acquire and receive full right,  title and interest in and to the Assets,
free and clear of any security interest, lien, mortgage,  encumbrance, claim, or
limitation  or  restriction  on the  transfer  thereof,  except  as set forth on
Schedule  2.4 hereto.  The Assets  consist of all  privileges,  rights,  claims,
causes of action, interests,  properties, options and assets associated with the
Web Site of every kind and description  and wherever  located which are intended
for use in  connection  with,  or which are  necessary  to the  conduct  of, the
proposed  operations  and  business  of  the  Web  Site  as  presently  planned,
including, without limitation, all of the following:

                  (a) Any and all  names,  logos,  slogans,  colors,  common law
         rights, state registrations,  federal  registrations,  whether owned or
         not, on primary or secondary  registrations,  in the United  States and
         worldwide,  of, for, or  relating  to the Web Site;  together  with all
         copyright  powers,  rights,  and  benefits  relating to the  foregoing,
         including,  but not  limited to, the right to  produce,  sell,  modify,
         distribute,  license, and copy in full or in part those items described
         above;  all related  trademarks,  trade names,  service  marks,  logos,
         marketing  concepts,  and trade  dress of the  foregoing;  all  rights,
         including  copyright and other  intellectual  property  rights,  in the
         foregoing  and  in  all   advertising,   instructional,   or  technical
         documents, whether printed or computerized,  relating to the foregoing;
         legal  title  and  ownership  or  assignment  of any and  all  Internet
         properties,  including,  but  not  limited  to,  domain  names,  domain
         addresses,  unique  URL's,  and  service  agreements  relating  to  the
         foregoing,    including,    without   limitation,   the   domain   name
         "www.discoverystocks.com";   any  and  all   inventions,   conceptions,
         improvements, enhancements, derivatives, or modifications to any of the
         foregoing made by Seller or his agents hereafter; all rights to enforce
         and/or recover,  for infringement or other legal claims, past, present,
         or future,  against  any third  party,  and any and all rights to apply
         for,  acquire,  or retain the benefit of any patentable  subject matter
         derived  from or  relating  to the  foregoing  (the  items and  matters
         described in this Section 1.1(a)  include,  but are not limited to, all
         of those  items  and  matters  listed  and  described  on the  attached
         Schedule 1.1(a)); and

                  (b) All  federal,  state  and local  permits,  authorizations,
         certificates,   approvals,   registrations,    variances,   exemptions,
         franchises,  rights of other kind and  character  which are required by
         law with  respect to the  proposed  operations  and business of the Web
         Site as it is now planned,  including, but not limited to, all of those
         listed and described on the attached Schedule 1.1(b); and

                  (c)  All   agreements,   contracts,   understandings,   plans,
         obligations,  commitments  and other  documents  which are material to,
         and/or  were  entered  into by Seller  with  respect  to, the  proposed
         operations and business of the Web Site, including, but not limited to,
         all of those listed and described on the attached Schedule 1.1(c); and

                  (d) All books,  records,  papers and  instruments  of whatever
         nature and wherever  located which (i) relate to and/or are utilized in
         the  proposed  operations  or  business  of the Web  Site,  or (ii) are
         required or  necessary  in order for  Purchaser to conduct the proposed
         operations  and  business  of the Web Site  hereafter  in the manner in
         which  it  is  presently  planned,   including,   without   limitation,
         accounting and financial records,  maintenance and production  records,
         operations  and  management  reports,  personnel  and  labor  relations
         records, customer lists, sales records and other customer data relating
         to the proposed operations and business of the Web Site; and

                  (e) All other or additional privileges, rights, claims, causes
         of action,  interests,  properties,  options and assets associated with
         the Web Site of every kind and description  and wherever  located which
         are used or intended for use in connection with, or which are necessary
         to the conduct of, the proposed operations and business of the Web Site
         as presently planned.

         1.2  Purchase  Price.  In  consideration  of the sale of the  Assets to
Purchaser,  the Company  agrees to issue to Seller  200,000 of the shares of the
Company's  common  stock,  $.01  par  value  per  share  (the  "Common  Stock"),
registered  pursuant to the Company's effective  Registration  Statement on Form
SB-2 (Registration No.  333-43379).  The 200,000 shares of Common Stock shall be
delivered in four equal installments  comprised of 50,000 shares each. The first
installment of shares of Common Stock shall be due and  deliverable to Seller on
or  before  the  10th  day  after  the  date of this  Agreement.  Every  30 days
thereafter,  one of the other three installments shall be due and deliverable to
Seller until all four  installments  have been  delivered  to Seller.  The stock
certificates  representing  the Common Stock  issued to Seller  pursuant to this
Section 1.2 shall bear no restrictive legend.

         1.3  Assumed  Liabilities.  Purchaser  hereby  agrees to assume  and be
obligated to pay, perform or discharge only those liabilities that are expressly
set forth on  Schedule  1.3 hereto  (referred  to  hereinafter  as the  "Assumed
Liabilities").  Purchaser  assumes no  obligations,  liabilities and debts other
than the Assumed Liabilities. Seller agrees to pay or perform timely any and all
obligations,  liabilities  and  debts  of  Seller  other  than  for the  Assumed
Liabilities.

         1.4 Consents.  Seller shall use his best efforts to assist in obtaining
any third party consents necessary to contribute the Assets to Purchaser. To the
extent that any of the Assets are not assignable  without the consent of another
party and such  consent has not been  obtained  on or prior to the date  hereof,
such Assets shall not be assigned or attempted to be assigned if such assignment
or  attempted  assignment  would  constitute a breach  thereof.  While Seller is
trying to procure all necessary  consents,  Seller and Purchaser shall cooperate
in any reasonable  arrangements designed to provide to Purchaser the benefits of
any such  Assets,  including  enforcement  at the cost  and for the  account  of
Purchaser  of any and all  rights of Seller  against  the  other  party  thereto
arising out of a cancellation or breach by such other party or otherwise.

                                                     ARTICLE TWO
                                     REPRESENTATIONS, WARRANTIES AND AGREEMENTS
                                                      OF SELLER

         Seller  hereby  represents,  warrants and agrees to and with  Purchaser
that (except as expressly set forth on a disclosure schedule attached hereto and
signed by Purchaser):

         2.1 Capacity to Enter into Agreement.  Seller has full right, power and
authority  to execute  and  deliver  this  Agreement  and all other  agreements,
documents and instruments to be executed in connection  herewith and perform his
obligations  hereunder  and  thereunder.  When  this  Agreement  and  all  other
agreements,  documents  and  instruments  to be executed by Seller in connection
herewith are executed by Seller and delivered to Purchaser,  this  Agreement and
such other  agreements,  documents and  instruments  will vest in Purchaser full
right,  title and  interest in and to the Assets,  free and clear of any and all
encumbrances,  security  interests,  liens,  charges,  claims,  restrictions  or
limitations,  whatsoever,  by any  person  of any kind,  including  those on the
transfer  thereof,  whether known or unknown,  and will constitute the valid and
binding agreements of Seller enforceable against Seller in accordance with their
respective terms.

         2.2  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Seller is a party or by which  Seller is bound or by which any of the  Assets is
bound or affected,  (b) violate any judgment against, or binding upon, Seller or
the Assets,  or (c) result in the  creation of any lien,  charge or  encumbrance
upon any Assets pursuant to the terms of any such contract.

         2.3 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Seller.

         2.4  Assets.  Seller  has  good  and  indefeasible  title to all of the
Assets,  free  and  clear  of  all  mortgages,   liens,  pledges,   charges,  or
encumbrances  of any  nature  whatsoever,  except  (a)  liens  and  encumbrances
expressly disclosed in Schedule 2.4, and (b) liens for current taxes not yet due
and payable.

         2.5 Contracts.  Schedule 1.1(c)  contains a true,  correct and complete
list of all contracts,  agreements,  commitments  and leases relating to the Web
Site,  whether or not made in the ordinary  course of business,  that either (a)
involve or may involve  aggregate  payments by or to Seller exceeding $5,000 per
year; (b) are not by their terms terminable by Seller without premium or penalty
within 60 or fewer days notice, or (c) otherwise materially adversely affect or,
to the  knowledge of Seller,  might  materially  adversely  affect the financial
condition,  property,  assets,  liabilities (accrued,  absolute,  contingent, or
otherwise),  income or business of the Web Site. Except as set forth on Schedule
2.5 hereto,

         (a)      All leases, contracts,  agreements, arrangement or commitments


         (b)      There is not,  under  any  such  lease,  contract,  agreement,
                  arrangement or commitment, any existing or prospective default
                  or event of  default by Seller or event  which with  notice or
                  lapse of time,  or both  would  constitute  a  default  and in
                  respect  to  which  Seller  has not  taken  adequate  steps to
                  prevent a default  from  occurring;  and, to the  knowledge of
                  Seller, no other party to any such lease, contract, agreement,
                  arrangement or commitment, is in default or breach thereof nor
                  has any  event  occurred  which  with  notice or lapse of time
                  would  constitute  a breach or default  of any of such  lease,
                  contract, agreement, arrangement or commitment.

         2.6      Permits.  Schedule  1.1(b)  contains a true,  correct and
                  complete list of all licenses,  permits and  authorizations
                  -------
relating to the Web Site.  Except as set forth on Schedule 2.6 hereto,

         (a)      Seller holds all licenses, permits and authorizations required
                  to carry on the  proposed  business  of the Web Site,  and all
                  such  licenses,   permits  and   authorizations  are  in  good
                  standing;

         (b)      Seller is in full  compliance  with and not in default or
                  violation  with respect to any term or provision of any of
                  its licenses, permits and authorizations;

         (c)      No notice of pending,  threatened,  or possible  violation  or
                  investigation  in  connection  with,  or loss of, any license,
                  permit,  or  authorization  relating to the Web Site, has been
                  received by Seller;

         (d)      Seller has no  knowledge  that the  issuance of such a notice
                  is being  considered  or of any facts or  circumstances
                  which form the basis for the issuance of such a notice; and

         (e)      No license,  permit,  or  authorization of relating to the Web
                  Site is affected by the  transactions  provided  for herein or
                  contemplated hereby.

         2.7      Intellectual Property.
                  ---------------------

         (a)      "Proprietary  Rights" shall mean all of the following  items
                  owned by or licensed to Seller for the Web Site, and any
                  and all  corresponding  rights that, prior to the date hereof,
                  may be secured by Seller  throughout the world:  (i)
                  patents,  patent  applications,  patent  disclosures  and
                  inventions  (whether or not  patentable and whether or not
                  reduced  to  practice)  and  any  reissue,  continuation,
                  continuation-in-part,  division,  revision,  extension  or
                  reexamination  thereof; (ii) trademarks,  service marks, trade
                  dress, logos, trade names and corporate names together
                  with all goodwill  associated  therewith,  copyrights
                  registered or unregistered  and  copyrightable  works and mask
                  works;  (iii) all  registrations,  applications  and  renewals
                  for any of the  foregoing;  (iv)  trade  secrets  and
                  confidential information (including, without limitation,
                  ideas, formulae,  compositions,  know-how, manufacturing and
                  production processes and techniques, research and development
                  information, drawings, specifications,  designs, plans,
                  proposals,  technical  data,  financial,  business and
                  marketing  plans,  and customer and supplier lists and related
                  information);  (v) computer software and software systems
                  (including, without limitation, data, databases and related
                  documentation);  (vi) Internet properties,  including, but not
                  limited to, domain names, addresses,  unique URL's and
                  service  agreements;  (vii) other  proprietary  rights;
                  (viii) licenses or other agreements to or from third parties
                  regarding the foregoing;  and (ix) all copies and tangible
                  embodiments of the foregoing (in whatever form or medium),
                  in each case including, without limitation, the items set
                  forth on Schedule 1.1(a).

         (b)      Schedule 1.1(a) sets forth a complete and correct list of: (i)
                  all patented or registered  Proprietary Rights and all pending
                  patent  applications or other applications for registration of
                  Proprietary  rights owned,  filed or used by Seller,  (ii) all
                  trade names and unregistered  trademarks used by Seller, (iii)
                  all unregistered copyrights, mask works, and computer software
                  owned or used by  Seller,  and (iv) all  licenses  or  similar
                  agreements or  arrangements  to which Seller is a party either
                  as licensee or licensor for the Proprietary Rights.

(c)  Except as set forth in Schedule  1.1(a),  (i) Seller owns and possesses all
     right,  title and interest in and to, or has a valid and enforceable  right
     to use, each of the Proprietary  Rights free and clear of all liens, and no
     claim by any third party  contesting the validity,  enforceability,  use or
     ownership  of any of the  Proprietary  Rights has been made,  is  currently
     outstanding or to Seller's  knowledge is threatened,  (ii) the  Proprietary
     Rights comprise all proprietary  rights  necessary for the operation of the
     proposed business of the Web Site as currently  planned,  (iii) the loss or
     expiration of any Proprietary Right or related group of Proprietary  Rights
     has not and would not result in a material  adverse  affect on the proposed
     business of the Web Site,  and no such loss or  expiration is threatened or
     pending,  (iv) Seller has not  received any notices of, nor is Seller aware
     of  any  facts  which  indicate  a  likelihood  of,  any   infringement  or
     misappropriation  by, or conflict with, any third party with respect to any
     Proprietary Right including, without limitation, any demand or request that
     Seller  license  rights from a third party,  (v) Seller has not  infringed,
     misappropriated or otherwise  conflicted with any proprietary rights of any
     third   parties   and   Sellers   are  not   aware  of  any   infringement,
     misappropriation  or conflict which shall occur as a result of the proposed
     operation of the business of the Web Site as  currently  planned,  and (vi)
     the Proprietary Rights owned or licensed to Seller have not been infringed,
     misappropriated  or conflicted by any third party. In addition,  Seller has
     and is passing  on to  Purchaser  all rights to use the name and  trademark
     "www.discoverystocks.com"  for use in connection with the proposed business
     of the Web Site. In addition,  Seller represents that Purchaser may use the
     content  currently and  previously  featured on the Web Site as a guide for
     further use and Purchaser can copy the format of such content.

         (d)      All of the  Proprietary  Rights  are or shall be owned  by, or
                  licensed to, Seller  immediately  prior to the consummation of
                  the  transactions   provided  for  herein.   The  transactions
                  contemplated by this Agreement shall have no adverse effect on
                  Seller's  right,  title  and  interest  in  and  to any of the
                  Proprietary Rights.  Seller has not disclosed any of his trade
                  secrets or confidential information pertaining to the Web Site
                  and existing at the date of this  Agreement to any third party
                  other than  pursuant to a written  confidentiality  agreement.
                  Seller has taken all other commercially  reasonable actions to
                  maintain and protect the Proprietary Rights.

         (e)      As of the date  hereof,  Purchaser  is entitled to all income,
                  royalties,  damages  and  payments  relating  to  any  of  the
                  Proprietary  Rights  due or  payable  to Seller as of the date
                  hereof   or  at  any  time   hereafter,   including,   without
                  limitation,  damages and payments for past,  present or future
                  infringements or  misappropriations of any Proprietary Rights,
                  and the right to sue and  recover  for past  infringements  or
                  misappropriations of any Proprietary Rights.

         2.8  Litigation.   There  is  no  pending  suit,   action,   or  legal,
administrative,  arbitration,  or other proceeding or governmental investigation
to which Seller is a party or which adversely  affects or might adversely affect
the proposed  business of the Web Site.  Seller is not subject to any  judgment,
order, writ, injunction, decree, or award applicable to the proposed business of
the Web Site of any court or other  governmental  instrumentality or arbitrator.
There is no action, suit,  proceeding,  or claim pending or, to the knowledge of
Seller,  threatened  against  Seller by  persons  not a party to this  Agreement
wherein an unfavorable  decision,  ruling,  or finding would render  unlawful or
otherwise adversely affect the consummation of the transactions  contemplated by
this Agreement.

         2.9 Compliance  with Law.  Seller is not in violation of, or in default
with respect to, or in alleged  violation of or alleged default with respect to,
any applicable law, rule, regulation, permit, or any writ or decree of any court
or any governmental  commission,  board,  bureau,  agency,  or  instrumentality,
including without limitation, any laws, ordinances, rules, regulations, permits,
or orders  relating to the  proposed  business of the Web Site,  or the business
operations  and  practices,  health and safety,  and  employment  practices with
respect to the Web Site.  Seller is not  delinquent  with  respect to any report
required to be filed with any governmental commission, board, bureau, agency, or
instrumentality,  or with any trade  association or  certification  organization
that has in the past  certified  or endorsed  the  proposed  business of the Web
Site.  Seller is not delinquent with respect to any reports  required by private
covenants or agreements with respect to the Web Site.

         2.11     Successor  Liability.  Purchaser will have no successor
liability for any liability of Seller (relating to any taxes
                  --------------------
or otherwise) as a result of Purchaser's acquisition of the Assets.

         2.11 Finder's Fees; Certain Expenses. All negotiations relative to this
Agreement  and the  transactions  contemplated  hereby  have been  carried on by
Seller,  and his counsel  directly with  Purchaser and its counsel,  without the
intervention of any other person as the result of any act of any of them, and as
far as is known to Seller,  without the intervention of any other person in such
manner as to give rise to any valid claim against any of the parties  hereto for
a brokerage commission, finder's fee, or any similar payment.

         2.12 Untrue  Statements.  This  Agreement,  the  schedules and exhibits
hereto,  and all other documents and information  furnished by any Seller or his
representatives  pursuant  hereto or in  connection  herewith do not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made herein and therein not misleading or otherwise.

                                                    ARTICLE THREE
                                    REPRESENTATIONS, WARRANTIES, AND AGREEMENTS
                                                    OF PURCHASER

         Purchaser hereby represents,  warrants,  and agrees to and with Seller,
that:

         3.1      Organization and Standing of Purchaser.  Purchaser is a
corporation  duly organized,  validly  existing,  and in good
                  --------------------------------------
standing under the laws of the state of Delaware.

         3.2 Capacity to Enter into Agreement.  Purchaser has full right,  power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection herewith and perform such
its or his obligations  hereunder and thereunder.  The execution and delivery by
Purchaser of this Agreement and all other agreements,  documents and instruments
to be executed by Purchaser in connection  herewith have been  authorized by all
necessary  corporate  action by  Purchaser.  When this  Agreement  and all other
agreements,  documents and instruments to be executed by Purchaser in connection
herewith are executed by Purchaser and delivered to  Purchaser,  this  Agreement
and such other  agreements,  documents and instruments will constitute the valid
and  binding  agreements  of  Purchaser  or  enforceable  against  Purchaser  in
accordance with their respective terms.

         3.3  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Purchaser  is a party or by  which  Purchaser  is  bound or by which  any of the
assets of Purchaser is bound or affected,  (b) violate any judgment against,  or
binding  upon,  Purchaser  or upon the  assets of  Purchaser,  (c) result in the
creation  of any  lien,  charge or  encumbrance  upon any  assets  of  Purchaser
pursuant to the terms of any such contract,  or (d) violate any provision in the
charter  documents,  bylaws or any other agreement  affecting the governance and
control of Purchaser.

         3.4 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Purchaser.

         3.5 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of Purchaser, threatened against Purchaser by persons not a
party to this Agreement  wherein an  unfavorable  decision,  ruling,  or finding
would render  unlawful or otherwise  adversely  affect the  consummation  of the
transactions contemplated by this Agreement.

         3.6 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated  hereby  have been  carried on by  Purchaser  and its
counsel directly with Seller,  and his counsel,  without the intervention of any
other  person as the result of any act by  Purchaser,  and so far as is known to
Purchaser,  without the  intervention  of any other  person in such manner as to
give rise to any valid claim  against any of the parties  hereto for a brokerage
commission, finders' fee, or any similar payment.

                                                    ARTICLE FOUR
                                                ADDITIONAL AGREEMENTS

         4.1 Further Assurances. Following the date hereof, Seller shall execute
and  deliver  such  other  documents,  and take such  other  actions,  as may be
reasonably  requested by Purchaser to complete the transactions  contemplated by
this Agreement and to perfect in Purchaser title to the Assets.

         4.2 Non-Compete  Agreement.  In order to induce Purchaser to enter into
this Agreement,  Seller agreed to enter into the Non-Compete  Agreement attached
hereto as Exhibit 4.2.

         4.3  Publicity.  The parties  hereto  shall  jointly  prepare any press
release or other public announcement relating to this Agreement, except that the
foregoing  shall not  prevent any party  hereto or any  affiliate  thereof  from
issuing any press release required by applicable law.

                                                    ARTICLE FIVE
                                               SURVIVAL AND INDEMNITY

         5.1   Survival  of   Representations   and   Warranties.   All  of  the
representations  and warranties  made by the parties hereto in this Agreement or
pursuant  hereto,  shall be continuing  and shall survive the closing hereof and
the consummation of the transactions  contemplated  hereby,  notwithstanding any
investigation at any time made by or on behalf of any party hereto.

         5.2 Indemnification by Seller. Seller shall protect, indemnify and hold
harmless  Purchaser,  and  its  stockholders,  directors,  officers,  employees,
agents,  affiliates,  successors and assigns, from any and all demands,  claims,
actions, causes of actions, lawsuits,  proceedings,  judgments, losses, damages,
injuries,  liabilities,  obligations,  expenses  and costs  (including  costs of
litigation  and  attorneys'  fees),  arising  from any breach of any  agreement,
representation or warranty made by any of him in this Agreement.

         5.3  Indemnification by Purchaser.  Purchaser shall protect,  indemnify
and hold harmless Seller,  and his agents,  affiliates,  successors and assigns,
from  any and  all  demands,  claims,  actions,  causes  of  actions,  lawsuits,
proceedings,  judgments,  losses, damages, injuries,  liabilities,  obligations,
expenses and costs (including costs of litigation and attorneys' fees),  arising
from any breach of any agreement,  representation or warranty made by it in this
Agreement.

                                                     ARTICLE SIX
                                                    MISCELLANEOUS

         6.1 Notices.  Any notices,  requests,  demands, or other communications
herein  required  or  permitted  to be  given  shall  be in  writing  and may be
personally served or sent by United States mail and shall be deemed to have been
given if personally  served,  when served,  or if mailed,  when deposited in the
mail and shall be  deemed  to have been  received  if  personally  served,  when
served,  or if mailed at 12:00 noon,  Houston,  Texas time on the third business
day after deposit in the United  States mail with postage  pre-paid by certified
or registered mail and properly addressed.  As used in this Agreement,  the term
"business day" means days other than Saturdays, Sundays, and holidays recognized
by Federal banks.  For purposes of this Agreement,  the addresses of the parties
hereto  shall  be the  addresses  as set  forth on the  signature  pages of this
Agreement until a party subsequently  notifies all other parties in writing of a
change of address.

         6.2  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  and each  such  counterpart  shall  be  deemed  to be an  original
instrument,  but all such counterparts together shall constitute but one and the
same instrument.

         6.3 Amendments and Waivers. This Agreement may be amended, modified, or
superseded only by written instrument executed by all parties hereto. Any waiver
of the terms, provisions, covenants, representations,  warranties, or conditions
hereof shall be made only by a written instrument  executed and delivered by the
party waiving  compliance.  Any waiver granted by a corporate party hereto shall
be effective  only if executed and  delivered  by the chief  executive  officer,
president,  or any vice president of such party. The failure of any party at any
time or times to require  performance of any provision hereof shall in no manner
affect the right to enforce the same.  No waiver by any party of any  condition,
or of the breach of any term, provision, covenant,  representation,  or warranty
contained in this  Agreement in one or more  instances  shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or the  breach  of any  other  term,  provision,
covenant, representation, or warranty.

         6.4      Time of Essence.  Time is of the essence in the performance of
 this Agreement.
                  ---------------

         6.5 Captions.  The captions  contained in this Agreement are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the  meaning  or
interpretation of any Article, Section, or paragraph hereof.

         6.6 Entire  Agreement.  This  Agreement  (including  the  schedules and
exhibits  hereto,  the  Financial  Statements,  and  all  supporting  agreements
referred to herein,  all of which are by this reference fully  incorporated into
this agreement) sets forth the entire agreement and understanding of the parties
with respect to the transactions  contemplated  hereby, and supersedes all prior
agreements,  arrangements,  and  understandings  relating to the subject  matter
hereof.

         6.7 Successors and Assigns.  All of the terms,  provisions,  covenants,
representations,  warranties,  and conditions of this Agreement shall be binding
upon and shall inure to the benefit of and be  enforceable by the parties hereto
and their respective heirs, legal representatives, assigns, and successors.

         6.8 Knowledge,  Gender,  and Certain  References.  A representation  or
statement  made herein to the  knowledge  of any  corporate  party refers to the
knowledge  or belief  of the  companies'  directors,  officers,  and  attorneys,
regardless of whether the  knowledge of such person was obtained  outside of the
course and scope of his  corporate  employment  or  duties,  and  regardless  of
whether any such person's interests are adverse to such entity in respect of the
matters as to which his  knowledge is  attributed.  Whenever from the context it
appears appropriate, each term stated in either the singular or the plural shall
include both the singular and the plural,  and pronouns  stated in the masculine
or the neuter  gender shall include the  masculine,  the feminine and the neuter
gender.  The  terms  "hereof,"  "herein,"  or  "hereunder"  shall  refer to this
Agreement as a whole and not to any particular  Article,  Section,  or paragraph
hereof.

         6.9 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY ITS
TERMS AND BY THE  LOCAL,  INTERNAL  LAWS OF THE STATE OF  DELAWARE.  Each  party
hereto hereby  acknowledges and agrees that he or it has consulted legal counsel
in  connection  with the  negotiation  of this  Agreement  and that he or it has
bargaining  power equal to that of the other parties  hereto in connection  with
the negotiation and execution of this Agreement. Accordingly, the parties hereto
agree  that  the  rule of  contract  construction  that an  agreement  shall  be
construed against the draftsman shall have no application in the construction or
interpretation of this Agreement.

         6.10 Severability. If any term, provision,  covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  shall  remain  in full  force  and  effect  and shall in no way be
affected, impaired, or invalidated.

         6.11 Costs,  Expenses and Fees.  Each party hereto agrees hereby to pay
all costs,  expenses,  and fees  incurred  by him or it in  connection  with the
transactions contemplated hereby, including,  without limitation, all attorneys'
and accountants' fees.

                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

"PURCHASER"                                          "SELLER"

EONTHESTREET.COM, INC.



By:  /s  Jordan Ness                                   /s/   Steve Naremore
   --------------------------------------------------  -------------------------
         Jordan Ness, President                               Steve Naremore


Address:_____________________________                Address:___________________

- ------------------------------------                 --------------------------

"COMPANY"

JVWEB, INC.



By:  /s/ Greg J. Micek
   --------------------------------------------------
         Greg J. Micek, President


Address:_____________________________

- ------------------------------------





                                                     EXHIBIT 4.2

                                                NON-COMPETE AGREEMENT






                                                   SCHEDULE 1.1(a)

                                                INTELLECTUAL PROPERTY








                                                   SCHEDULE 1.1(b)

                                                       PERMITS







                                                   SCHEDULE 1.1(c)

                                                      CONTRACTS

EX-10.30

COVENANT NOT TO COMPETE

         THIS COVENANT NOT TO COMPETE (the "Agreement") is made and entered into
this  _____  day  of  May,  2000  by  Steve  Naremore  ("Seller")  in  favor  of
eonthestreet.com, Inc., a Delaware corporation ("Purchaser").

                                                      Recitals:

         WHEREAS, pursuant to an Asset Purchase Agreement and Assignment of even
date herewith by and among Seller,  Purchaser and JVWeb,  Inc. (the  "Company"),
Seller sold to  Purchaser  all of the assets (the  "Assets")  planned to used by
Seller  in  connection  with a site  on  the  World  Wide  Web  currently  under
development that proposes to use the domain name "www.discoverystocks.com"; and

         WHEREAS,  in consideration of such sale, the Company agreed to issue to
Seller an  aggregate  of  200,000  shares of the  Company's  common  stock  (the
"Shares"); and

         WHEREAS,  Seller agreed to enter into this Agreement in connection with
the sale of the Assets,  and Purchaser  would not have purchased the Assets from
Seller and the  Company  would not have  issued to Seller the Shares but for the
execution and delivery of this Agreement;

                                                     Agreement:

         NOW THEREFORE,  for and in consideration of the above premises, and for
and in consideration of the mutual promises  hereinafter  contained,  Seller and
Purchaser hereby agree as follows:

         1. Covenant Not to Compete.
            -----------------------

         In further  consideration of the Company's  issuance of the Shares, and
other  independent  valuable  consideration  (the receipt of which Seller hereby
acknowledges), Seller agrees as follows:

                  (a) For a period  of five  (5)  years  from  the date  hereof,
         Seller  shall  not  directly  or  indirectly,  acting  alone  or in any
         capacity with any other  business  entity:  (i) engage  anywhere in the
         world in a  subscription-based,  Internet-related  financial newsletter
         business or  publication  that  derives any portion of its  revenues by
         promoting  publicly  traded  companies  on a fee basis,  Seller  hereby
         acknowledging  that the business that Purchaser  intend to conduct with
         the Assets is expected to be  worldwide  in  geographical  scope;  (ii)
         solicit,  deal,  negotiate,  enter  into an  arrangement,  contract  or
         attempt to do any of the  foregoing,  in any respect  pertaining to the
         financial  newsletter  business as described in Section  1(a)(i) above,
         with any person who becomes a customer of Purchaser with respect to the
         Assets during the  five-year  period of this  Agreement,  or attempt to
         cause any such  person not to  continue  with  Purchaser  its  business
         relationship with Purchaser;  or (iii) disclose to any person, firm, or
         corporation any trade secrets, proprietary data or any details relating
         to the methods of operation  that Seller  proposes to use in connection
         with  the  proposed  business  to be  conducted  with  the  Assets,  or
         otherwise attempt to take any form of advantage of such information.

                  (b) Notwithstanding the foregoing provisions,  Seller shall be
         permitted  to own up to  five  percent  (5%)  of  the  publicly  traded
         securities,  whose  securities are  registered  under Section 12 or who
         file reports  under  Section  15(d) of the  Securities  Exchange Act of
         1934,  of any company that is in the financial  newsletter  business as
         described in Section 1(a)(i) above.

                  (c) Seller hereby  specifically  acknowledges  and agrees that
         the temporal and other restrictions  contained in (a) immediately above
         are  reasonable  and necessary to protect the business  that  Purchaser
         intends to conduct  with the Assets,  and that the  enforcement  of the
         provisions of this section will not work an undue hardship on him.

                  (d)  Seller  further  agrees  that  in the  event  either  the
         duration,  geographical  scope,  or any other  restriction,  or portion
         thereof,  set  forth  in (a)  immediately  above  is held to be  overly
         restrictive and  unenforceable in any court  proceeding,  the court may
         reduce or modify such  restrictions to those which it deems  reasonable
         and enforceable  under the circumstances and the parties agree that the
         restrictions  of (a)  immediately  above will  remain in full force and
         effect as reduced or modified.

                  (e) Seller further agrees and acknowledges that Purchaser does
         not have an adequate remedy at law for the breach or threatened  breach
         by him of the covenants  contained in (a) immediately above, and Seller
         therefore  specifically  agrees  that  Purchaser,  in addition to other
         remedies  which may be  available to it  hereunder,  may file a suit in
         equity to enjoin Seller from such breach or threatened breach.

                  (f) Seller further agrees,  in the event that any provision of
         (a)  immediately  above is held to be invalid or against public policy,
         the remaining  provisions of (a) immediately above and the remainder of
         this Agreement shall not be affected thereby.

         2. Miscellaneous.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.  This Agreement  embodies the
entire  agreement and  understanding  between the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and understandings,
whether written or oral,  relating to the subject matter hereof.  This Agreement
shall be binding  upon and shall inure to the  benefit of each party  hereto and
his or its respective successors, heirs, assigns, and legal representatives, but
neither this  Agreement  nor any rights  hereunder  may be assigned by any party
hereto without the consent in writing of the other party. No remedy conferred by
any of the specific  provisions of this Agreement is intended to be exclusive of
any other remedy,  and each and every remedy shall be cumulative and shall be in
addition to every other remedy given  hereunder or now or hereafter  existing at
law or in equity or by statute or  otherwise.  The  election  of any one or more
remedies  by any  party  hereto  shall not  constitute  a waiver of the right to
pursue other available remedies.

         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
effective as of the date and year first hereinabove written.

                                    "SELLER"



                                    /s/ Steve Naremore
                                   ---------------------------------------------
                                    Steve Naremore

                                   "PURCHASER"

                                   EONTHESTREET.COM, INC.



                                   BY:  /s/ Jordan Ness
                                   --------------------------------
                                   Jordan Ness, President

EX-10.31

EX-10.31

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

LOUIS FERRO,                                      Index No.: 605883/99

         Plaintiff,                               Date Purchased: 12/30/99

- -against-                                         STIPULATION OF SETTLEMENT

JVWEB, INC. and GREG J. MICEK,

         Defendants.

         Plaintiff Louis Ferro  ("Plaintiff"),  and Defendants  JVWEB,  INC. and
GREG J. MICEK (collectively, the "Defendants"), in consideration of the promises
and mutual covenants contained herein, and other valuable consideration, receipt
of which is hereby acknowledged, hereby stipulate and agree to settle all claims
in the above-referenced action as follows:

         1.       Defendants shall pay $25,000.00 to Plaintiff in accordance
with the following schedule:

         a .$11,500.00 within two (2) days of execution of this Stipulation of
                Settlement,
         b. $5,000.00 within thirty (30) days of execution of this Stipulation
                 of Settlement,
         c. $5,000.00 within sixty (60) days of execution of this Stipulation of
                 Settlement, and
         d. $3,500.00 within ninety (90) days of execution of this Stipulation
                of Settlement.

         2.       All payments pursuant to paragraph one (1) shall be by check
payable to the order of Louis Ferro.

         3.  Defendants  shall  transmit  all  settlement  payments  pursuant to
paragraph one (1) to Penn & Associates,  437 Madison Avenue, Floor 35, New York,
New York 10022.

         4.       Defendants' payments to Plaintiff pursuant to paragraph one
(1) shall total $25,000.00.

         5. Counsel for  Plaintiff and for  Defendants  shall execute and file a
Stipulation of Discontinuance  upon receipt by Penn & Associates of all payments
under and pursuant to paragraph one (1) of this Stipulation of Settlement.

         6. Defendants shall reimburse Plaintiff for all legal fees and expenses
that  Plaintiff  incurs  as a  result  of  Defendants'  failure  to  perform  it
obligations  to Plaintiff in accordance  with the terms of this  Stipulation  of
Settlement.  This Stipulation of Settlement shall be interpreted pursuant to the
laws of the State of New York and may be  enforced in the Courts of the State of
New York.

          7.  The  parties  hereby  agree  not to  disclose  the  terms  of this
Stipulation  of  Settlement  unless  directed  to do so by a court of  competent
jurisdiction.  The  parties  hereto  agree to  refrain  from  making  derogatory
statements about each other.

         8. In  consideration  for the  parties'  obligations  pursuant  to this
Stipulation of  Settlement,  Plaintiff  agrees on behalf of himself,  his heirs,
successors and/or assigns,  to irrevocably release and discharge the Defendants,
their owners,  directors,  officers, and employees, for any debts,  obligations,
claims,  demands,  and/or  judgments  whether  in law  or in  equity,  from  the
beginning of time until the date of execution of this Stipulation of Settlement,
exclusive of any claims against the  Defendants  based upon and/or in connection
with the shares of JVWEB common stock and/or options to purchase shares of stock
that  Plaintiff  owns  and/or  possesses.  In  consideration  for  the  parties'
obligations  pursuant to this  Agreement,  the Defendants,  Defendants'  owners,
directors,  officers, and employees, agree on behalf of themselves, their heirs,
successors and/or assigns,  to irrevocably  release and discharge  Plaintiff for
any debts,  obligations,  claims, demands, and/or judgments whether in law or in
equity,  from  the  beginning  of  time  until  the  date of  execution  of this
Stipulation  of  Settlement.  Plaintiff's  release  of the  Defendants  shall be
without force or effect if the Defendants fail to make all payments to Plaintiff
pursuant to paragraph one (1) of this Stipulation of Settlement.

         9. This Stipulation of Settlement  constitutes the entire understanding
and agreement of the parties hereto.  This  Stipulation of Settlement may not be
modified except by writing signed by all of the parties hereto. This Stipulation
of Settlement shall not be binding unless and until fully-executed  counterparts
thereof have been delivered to each of the parties hereto.  This  Stipulation of
Settlement  shall be a nullity unless  fully-executed  counterparts of same have
been exchanged by the parties hereto by May 5, 2000.

         10.      Plaintiff shall cooperate with Defendants in connection with
Defendants' efforts to obtain payment from AMP3.com for
services rendered.

Dated:            May 5, 2000
                  New York, New York

JVWEB, INC. (Defendant)

By: /s/ Greg J. Micek                                       /s/ Greg J. Micek
    -----------------                                        -----------------
GREG J. MICEK                                                 GREG J. MICEK
(President)                                                         (Defendant)

/s/ Louis A. Ferro
- ------------------
LOUIS A. FERRO
(Plaintiff)

/s/ Richard D. Lorge                                    /s/ Craig E. Penn, Esq.
- --------------------                                     -----------------------
Attorneys for Defendants                                Attorney for Plaintiff
900 Merchants Concourse                                 437 Madison Avenue
Suite 405                                               Floor 35
Westbury, New York 11590                                New York, New York 10022
(516) 228 0393                                                (212) 661 5700


STATE OF NEW YORK          )
                                            )
COUNTY OF NEW YORK                  )

On May 4, 2000  before me, the  undersigned,  personally  appeared  LOUIS  FERRO
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that he executed the same in his  capacity,  and that by his
signature on the instrument,  the individual, or the person upon behalf of which
the individual acted, executed the instrument.

                                                           /s/  Craig Eric Penn
                                                          --------------------
                                             (signature and office of individual
                                                         taking acknowledgment)

STATE OF TEXAS                      )
                                            )
COUNTY OF HARRIS           )

On May 1, 2000 before me, the  undersigned,  personally  appeared  GREG J. MICEK
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged to me that he executed the same in his capacity,  both individually
and as President of Defendant  JVWEB,  INC.,  and that by his  signatures on the
instrument,  the  individual,  or the person upon behalf of which the individual
acted,  executed the  instrument,  and that such individual made such appearance
before the undersigned in Houston, Texas.

                                                           /s/  Peggy R. Weiser
                                                          --------------------
                                             (signature and office of individual
                                                         taking acknowledgment)

EX-27

 


<ARTICLE>                     5
<LEGEND>
     THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM
ITEM 7 OF FORM 10K-SB FOR THE YEAR ENDED JUNE 30, 2000 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<CIK>                         0001051902
<NAME>                        JV Web. Inc.
<MULTIPLIER>                  1
<CURRENCY>                     U. S. DOLLARS

                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               JUN-30-2000
<PERIOD-START>                  JUL-1-1999
<PERIOD-END>                    JUN-30-2000
<EXCHANGE-RATE>                 1
<CASH>                          6902
<SECURITIES>                    0
<RECEIVABLES>                   58645
<ALLOWANCES>                    56589
<INVENTORY>                     0
<CURRENT-ASSETS>                18021
<PP&E>                          7332
<DEPRECIATION>                  3476
<TOTAL-ASSETS>                  72502
<CURRENT-LIABILITIES>           773702
<BONDS>                         0
<PREFERRED-MANDATORY>           0
<PREFERRED>                     0
<COMMON>                        130979
<OTHER-SE>                      (832179)
<TOTAL-LIABILITY-AND-EQUITY>    72502
<SALES>                         93047
<TOTAL-REVENUES>                93047
<CGS>                           22200
<TOTAL-COSTS>                   22200
<OTHER-EXPENSES>                3043679
<LOSS-PROVISION>                56923
<INTEREST-EXPENSE>              24636
<INCOME-PRETAX>                 (3054356)
<INCOME-TAX>                    0
<INCOME-CONTINUING>             (3054356)
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    (3054356)
<EPS-BASIC>                     (0.29)
<EPS-DILUTED>                   (0.29)