JVWEB, INC.
                      2000 NON-QUALIFIED STOCK OPTION PLAN

1.   NAME AND PURPOSES OF THE PLAN

         (a)      The plan set forth herein shall be known as "JVWeb,  Inc. 2000
Non-Qualified  Stock Option Plan" (the "Plan").

         (b)      The purposes of the Plan are to:

                  (i)      Encourage  selected  employees,  directors and
                           consultants to improve operations   and   increase
                           profits  of  JVWeb,   Inc.,  a  Delaware
                           corporation (the "Company");

                  (ii)     Encourage selected  employees,  directors and
                           consultants to accept or continue  employment or
                           association with the Company or its Affiliates
                           (as defined below); and

                  (iii)    Increase   the   interest  of   selected   employees,
                           directors and  consultants  in the Company's  welfare
                           through  participation  in the growth in value of the
                           common stock of the Company (the "Common Stock").

         (c) The  options  granted  pursuant  to this Plan are not  intended  to
qualify as  "incentive  stock  options"  under  Section  422(b) of the  Internal
Revenue Code of 1986, as amended (the "Code"),  and the  provisions of this Plan
need not be construed in a manner  consistent with the requirements of that Code
section.

2.   ELIGIBLE PERSONS AND CERTAIN DEFINITIONS

         Any consultant,  non-employee  director,  or full-time  employee of the
Company or of any Affiliate selected by the Administrator (as defined herein) in
its sole discretion is eligible to receive a grant of an option pursuant to this
Plan (an "Option").  The term  "Affiliate" as used in the Plan means a parent or
subsidiary  corporation  as  defined  in the  applicable  provisions  (currently
Sections 424(e) and (f), respectively) of the Code. The term "employee" includes
an officer or director who is an employee of the Company.  The term "consultant"
includes  persons employed by, or otherwise  affiliated with, a consultant.  The
term  "Optionee"  shall  refer to a person in whose  favor an Option is  granted
pursuant to this Plan. The term  "Acquired  Shares" shall refer to the shares of
Common Stock acquired by an Optionee pursuant to an exercise of an Option.

3.   STOCK SUBJECT TO THIS PLAN

         The total  number of shares of Common  Stock  that may be issued  under
Options  granted  pursuant  to this Plan shall not exceed  5.0  million.  Shares
covered by any Option that expires  unexercised shall become available again for
grants under the Plan.


<PAGE>



4.   ADMINISTRATION

         (a) This Plan shall be  administered  by the Board of  Directors of the
Company (the  "Board") or by a committee of at least two Board  members to which
administration  of the Plan,  or of part of the Plan,  is  delegated  (in either
case, the "Administrator").

         (b) Subject to the other  provisions  of this Plan,  the  Administrator
shall have the  authority,  in its  discretion:  (i) to grant  Options;  (ii) to
determine  the Fair  Market  Value of the  Common  Stock  subject  to Options in
accordance  with Section 6.11 hereof;  (iii) to determine the exercise  price of
Options granted; (iv) to determine the persons to whom, and the time or times at
which,  Options  shall be  granted,  and the  number of shares  subject  to each
Option; (v) to interpret this Plan; (vi) to prescribe,  amend, and rescind rules
and  regulations  relating  to this  Plan;  (vii) to  determine  the  terms  and
provisions of each Option granted  (which need not be identical),  including but
not limited to, the time or times at which Options shall be exercisable;  (viii)
with the consent of the Optionee,  to modify or amend any Option;  (ix) to defer
(with the consent of the  Optionee)  the  exercise  date of any  Option;  (x) to
authorize  any  person  to  execute  on  behalf of the  Company  any  instrument
evidencing  the grant of an  Option;  and (xi) to make all other  determinations
deemed  necessary  or  advisable  for  the  administration  of  this  Plan.  The
Administrator  may  delegate  nondiscretionary  administrative  duties  to  such
employees of the Company as it deems proper.

         (c)      All  questions  of  interpretation,  implementation,  and
application  of  this  Plan  shall  be determined by the Administrator.  Such
determinations shall be final and binding on all persons.

         (d) With  respect  to persons  subject to Section 16 of the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  if any,  transactions
under this Plan are intended to comply with the  applicable  conditions  of Rule
16b-3,  or any successor rule thereto.  To the extent any provision of this Plan
or action by the  Administrator  fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the  Administrator.
Notwithstanding  the above, it shall be the responsibility of such persons,  not
of the Company or the Administrator,  to comply with the requirements of Section
16 of the Exchange Act; and neither the Company nor the  Administrator  shall be
liable if this Plan or any transaction  under this Plan fails to comply with the
applicable  conditions  of Rule 16b-3 or any successor  rule thereto,  or if any
such person incurs any liability under Section 16 of the Exchange Act.

5.   GRANTING OF OPTIONS; OPTION AGREEMENT

         (a) No Options  shall be  granted  under this Plan after ten years from
the date of adoption of this Plan by the Board.

         (b) Each Option shall be evidenced by a written stock option  agreement
(an "Option  Agreement"),  in form satisfactory to the Company,  executed by the
Company and the person to whom such Option is granted;  provided,  however, that
the failure by the Company,  the Optionee,  or both to execute such an agreement
shall not  invalidate  the granting of an Option,  although the exercise of each
Option shall be subject to Section 6.3.

         (c) The  Administrator may approve the grant of Options under this Plan
to persons who are expected to become employees, directors or consultants of the
Company,  but  are  not  employees,  directors  or  consultants  at the  date of
approval.

6.   TERMS AND CONDITIONS OF OPTIONS

         Each Option  granted  under this Plan shall be subject to the following
terms and conditions:

         6.1 Changes in Capital Structure. Subject to Section 6.2, if the Common
Stock is  changed  by  reason  of a stock  split,  reverse  stock  split,  stock
dividend,  or  recapitalization,  combination or  reclassification,  appropriate
adjustments  shall be made by the  Administrator  in (a) the number and class of
shares of Common Stock  subject to this Plan and each Option  outstanding  under
this Plan,  and (b) the exercise  price of each  outstanding  Option;  provided,
however,  that the Company shall not be required to issue fractional shares as a
result  of any such  adjustments.  Each  such  adjustment  shall be  subject  to
approval by the Administrator in its sole discretion.

         6.2      Corporate Transactions.

         (a) In the event of (i) a dissolution  or  liquidation  of the Company,
(ii) a  merger  or  consolidation  in which  the  Company  is not the  surviving
corporation   (other  than  a  merger  or  consolidation   with  a  wholly-owned
subsidiary,  a reincorporation  of the Company in a different  jurisdiction,  or
other transaction in which there is no substantial change in the shareholders of
the Company or their relative stock holdings and the Options  granted under this
Plan  are  assumed,   converted  or  replaced  by  the  successor  or  acquiring
corporation, which assumption,  conversion or replacement will be binding on all
Optionees), (iii) a merger in which the Company is the surviving corporation but
after which the  shareholders  of the Company  immediately  prior to such merger
(other than any  shareholder  which merges with the Company in such  merger,  or
which owns or controls  another  corporation  which merges,  with the Company in
such merger) cease to own their shares or other equity interests in the Company,
or (iv) the sale of all or substantially  all of the assets of the Company,  any
or all  outstanding  Options  may  be  assumed,  converted  or  replaced  by the
successor or acquiring  corporation (if any),  which  assumption,  conversion or
replacement will be binding on all Optionees. In the alternative,  the successor
or  acquiring   corporation  may  substitute   equivalent   options  or  provide
substantially similar consideration to Optionees as was provided to shareholders
(after  taking  into  account  the  existing  provisions  of the  Options).  The
successor  or  acquiring  corporation  may also issue,  in place of  outstanding
Acquired  Shares,  substantially  similar  shares or other  property  subject to
repurchase  restrictions  and other provisions no less favorable to the Optionee
than  those  which  applied to the  Acquired  Shares  immediately  prior to such
transaction  described in this Section  6.2(a).  In the event such  successor or
acquiring  corporation  (if any)  does not  assume  or  substitute  Options,  as
provided above, pursuant to a transaction described in this Section 6.2(a), then
notwithstanding any other provision in this Plan to the contrary, the vesting of
such Options will  accelerate  and the Options will become  exercisable  in full
prior to the  consummation of such event at such times and on such conditions as
the Administrator determines, and if such Options are not exercised prior to the
consummation  of the  corporate  transaction,  they  shall  terminate  upon  the
consummation of such corporate transaction.

         (b)  Subject  to any  greater  rights  granted to  Optionees  under the
foregoing  provisions of this Section 6.2, in the event of the occurrence of any
transaction  described in Section 6.2(a) hereof, any outstanding Options will be
treated  as  provided   in  the   applicable   agreement   or  plan  of  merger,
consolidation, dissolution, liquidation or sale of assets.

         (c) The  Company,  from  time to time,  also may  substitute  or assume
outstanding  options granted by another  company,  whether in connection with an
acquisition of such other company or otherwise, by either (i) granting an Option
under this Plan in substitution of such other company's option, or (ii) assuming
such  option  as if it had been  granted  under  this  Plan if the terms of such
assumed  option  could be applied  to an Option  granted  under this Plan.  Such
substitution  or assumption will be permissible if the holder of the substituted
or assumed  option  would have been  eligible to be granted an Option under this
Plan if the other  company had applied the rules of this Plan to such grant.  In
the event the Company  assumes an option granted by another  company,  the terms
and  conditions of such Option will remain  unchanged  (except that the exercise
price and the number and nature of shares  issuable  upon  exercise  of any such
Option will be adjusted  appropriately  pursuant to Section 424(a) of the Code -
THE PRECEDING LANGUAGE TO BE CONFIRMED BY JOHN MALONE). In the event the Company
elects to grant a new Option rather than assuming an existing  option,  such new
Option may be granted with a similarly adjusted exercise price.

         6.3 Time of Option  Exercise.  Subject to Section  5,  Options  granted
under this Plan shall be exercisable (a) immediately as of the effective date of
the Option  Agreement  granting the Option,  or (b) in accordance with a vesting
schedule  attached to the Option  Agreement  and signed by  Optionee;  provided,
however,  that the right to exercise an Option must vest at the rate of at least
20% per year over five years from the date the Option was granted.  In any case,
no Option shall be exercisable until an Option Agreement in form satisfactory to
the Company is executed by the Company and the Optionee.

         6.4      Option Grant Date.  Except in the case of advance  approvals
described in Section 5(c), the date of grant of an Option under this Plan shall
be the date as of which the Administrator approves the grant.

         6.5  Nonassignability  of Option  Rights.  No Option granted under this
Plan shall be assignable  or otherwise  transferable  by the Optionee  except by
will  or by the  laws  of  descent  and  distribution.  During  the  life of the
Optionee, an Option shall be exercisable only by the Optionee.

         6.6 Payment.  Except as provided below, payment in full, in cash, shall
be made for all Common Stock purchased at the time written notice of exercise of
an Option is given to the Company,  and proceeds of any payment shall constitute
general funds of the Company. At the time an Option is granted or exercised, the
Administrator,  in the exercise of its absolute discretion after considering any
tax or accounting  consequences,  may authorize any one or more of the following
additional methods of payment:

         (a) Acceptance of the Optionee's full recourse  promissory note for all
or part of the exercise  price,  payable on such terms and bearing such interest
rate as determined by the  Administrator  (but in no event less than the minimum
interest rate specified under the Code at which no additional  interest would be
imputed),  which  promissory  note may be either  secured or  unsecured  in such
manner as the Administrator shall approve (including,  without limitation,  by a
security interest in the Acquired Shares); and

         (b)  Delivery by the  Optionee  of Common  Stock  already  owned by the
Optionee for all or part of the exercise  price,  provided the Fair Market Value
(determined  as set forth in Section  6.11) of such Common Stock is equal on the
date of exercise to the exercise  price, or such portion thereof as the Optionee
is authorized to pay by delivery of such stock;  provided,  however,  that if an
Optionee  has  exercised  any  portion of any Option  granted by the  Company by
delivery of Common Stock, the Optionee may not, within six months following such
exercise,  exercise  any Option  granted  under this Plan by  delivery of Common
Stock without the consent of the Administrator.

         6.7      Termination.

         (a) Subject to earlier  termination  pursuant to Section 6.2 hereof and
notwithstanding  the exercise periods set forth in the related Option Agreement,
exercise of an Option will always be subject to the following:

                  (i) If an Optionee is Terminated  for any reason except death,
         Disability  or Cause,  then an Optionee  may exercise  such  Optionee's
         Options,  only to the extent that such Options are  exercisable  on the
         Termination Date and such Options must be exercised by an Optionee,  if
         at all, within three (3) months after the  Termination  Date (or within
         such  shorter  time  period,  not less than  thirty (30) days after the
         Termination  Date,  or such longer time period not  exceeding  five (5)
         years  after  the  Termination   Date  as  may  be  determined  by  the
         Administrator),  but in any event, no later than the expiration date of
         the Options.

                  (ii) If an Optionee is Terminated  because of Optionee's death
         or  Disability  (or an  Optionee  dies  within  three (3) months  after
         Optionee's  Termination other than for Cause),  then Optionee's Options
         may be exercised,  only to the extent that such Options are exercisable
         by Optionee on the  Termination  Date and must be exercised by Optionee
         (or Optionee's legal representative or authorized assignee), if at all,
         within  twelve (12) months after the  Termination  Date (or within such
         shorter time period, not less than six (6) months after the Termination
         Date, or such longer time period not exceeding five (5) years after the
         Termination Date as may be determined by the Administrator), but in any
         event no later than the expiration date of the Options.

                  (iii) If an Optionee is terminated for Cause,  then Optionee's
         Options shall expire on such  Optionee's  Termination  Date, or at such
         later  time  and  on  such   conditions   as  are   determined  by  the
         Administrator.

         (b) "Termination" or "Terminated" means, for purposes of this Plan with
respect to an Optionee,  that the Optionee has for any reason  ceased to provide
services as an employee,  officer,  director or  consultant to the Company or an
Affiliate.  An Optionee will not be deemed to have ceased to provide services in
the case of (i) sick leave,  (ii)  military  leave,  or (iii) any other leave of
absence approved by the Administrator,  provided that such leave is for a period
of not more than ninety (90) days, unless  reinstatement  upon the expiration of
such leave is  guaranteed  by contract or statute or unless  provided  otherwise
pursuant to formal  policy  adopted  from time to time by the Company and issued
and promulgated in writing.  In the case of any Optionee on (i) sick leave, (ii)
military leave or (iii) an approved leave of absence, the Administrator may make
such  provisions  respecting  suspension  of  vesting  of the  Option  while the
Optionee is on leave from the Company or an Affiliate as the  Administrator  may
deem  appropriate,  except that in no event may an Option be exercised after the
expiration  of  the  term  set  forth  in  the  related  Option  Agreement.  The
Administrator  will have sole  discretion  to determine  whether an Optionee has
ceased to provide  services and the effective date on which the Optionee  ceased
to provide services (the "Termination Date").

         (c)      "Disability"  means  a  disability,   whether  temporary  or
permanent,  partial  or  total,  as determined by the Administrator.

         (d)  "Cause"  means  Termination  because of (i) any  willful  material
violation by the Optionee of any law or regulation applicable to the business of
the Company or an Affiliate,  the Optionee's conviction for or guilty plea to, a
felony or a crime involving  moral turpitude or any willful  perpetration by the
Optionee  of a common law fraud,  (ii) the  Optionee's  commission  of an act of
personal  dishonesty  which  involves a personal  profit in connection  with the
Company or any other  entity  having a business  relationship  with the Company,
(iii) any  material  breach by the  Optionee of any  material  provision  of any
agreement or understanding  between the Company or an Affiliate and the Optionee
regarding  the terms of the  Optionee's  service  as an  employee,  director  or
consultant to the Company or an Affiliate,  including  without  limitation,  the
willful and continued failure or refusal of the Optionee to perform the material
duties  required of such Optionee as an employee,  director or consultant of the
Company or an  Affiliate,  other than as a result of having a  Disability,  or a
breach of any applicable invention  assignment and confidentiality  agreement or
similar  agreement  between the Company or an Affiliate and the  Optionee,  (iv)
Optionee's  intentional disregard of the policies of the Company or an Affiliate
so as to cause loss,  damage or injury to the property,  reputation or employees
of the Company or an  Affiliate,  or (v) any other  misconduct  by the  Optionee
which is materially  injurious to the financial condition or business reputation
of, or is otherwise materially injurious to, the Company or an Affiliate.

         6.8 Repurchase of Stock.  At the discretion of the  Administrator,  the
Company may reserve to itself and/or its  assignee(s) in the Option  Agreement a
right to repurchase Acquired Shares held by a Optionee following such Optionee's
Termination  at any time within  ninety (90) days after  Optionee's  Termination
Date (or in the case of  securities  issued upon exercise of an Option after the
Optionee's  Termination  Date,  within  ninety  (90) days after the date of such
exercise) for cash and/or  cancellation of purchase money  indebtedness,  at the
Optionee's exercise price for the Acquired Shares,  provided, that such right to
repurchase  Acquired  Shares at the exercise price shall lapse at the rate of at
least twenty  percent  (20%) per year over five (5) years from the date of grant
of the Option.

         6.9      Withholding and Employment Taxes.

         (a) Whenever shares of Common Stock are to be issued in satisfaction of
Options  granted under this Plan,  the Company may require the Optionee to remit
to the  Company  an  amount  sufficient  to  satisfy  federal,  state  and local
withholding  tax  requirements  prior  to the  delivery  of any  certificate  or
certificates  for  such  shares.   Whenever,   under  this  Plan,   payments  in
satisfaction  of Options are to be made in cash,  such payment will be net of an
amount  sufficient  to  satisfy  federal,   state,  and  local  withholding  tax
requirements.

         (b) When,  under  applicable tax laws, an Optionee incurs tax liability
in connection  with the exercise or vesting of any Option that is subject to tax
withholding and the Optionee is obligated to pay the Company the amount required
to be withheld,  the Administrator may in its sole discretion allow the Optionee
to satisfy  the  minimum  withholding  tax  obligation  by  electing to have the
Company  withhold  from the shares to be issued that  number of shares  having a
Fair Market Value  (determined in accordance  with Section 6.11 hereof) equal to
the minimum  amount  required to be  withheld,  determined  on the date that the
amount of tax to be withheld is to be  determined.  All elections by an Optionee
to have shares  withheld for this purpose  will be made in  accordance  with the
requirements  established  by  the  Administrator  and be in  writing  in a form
acceptable to the Administrator.

         6.10     Other Provisions.  Each Option granted under this Plan may
contain such other terms,  provisions, and conditions not inconsistent with this
Plan as may be determined by the Administrator.

         6.11  Determination of Value. For purposes of the Plan, the Fair Market
Value of Common Stock or other  securities of the Company shall be determined as
follows:

         (a) If the Common  Stock is listed on or  included  in any  established
stock  exchange,  national  market  system  (including  without  limitation  the
National Market System of the National  Association of Securities Dealers,  Inc.
Automated  Quotation  System),  or other  recognized  trading market  (including
without limitation the OTC Bulletin Board or the National Quotation Bureau, Inc.
pink  sheets),  its Fair Market Value shall be the closing  sales price for such
stock or the closing bid if no sales were reported,  as quoted on such exchange,
system or market (or the most  prominent  thereof)  for the date the Fair Market
Value is to be determined (or if there are no sales for such date,  then for the
last preceding business day on which there were sales).

         (b) If the Common Stock is regularly quoted by a recognized  securities
dealer but selling  prices are not reported,  its Fair Market Value shall be the
means between the high bid and low asked prices for the Common Stock on the date
the Fair Market Value is to be determined  (or if there are no quoted prices for
the date of grant, then for the last preceding  business day on which there were
quoted prices).

         (c) In the absence of an established  market for the Common Stock,  the
Fair  Market  Value   thereof   shall  be   determined  in  good  faith  by  the
Administrator,  with reference to the Company's net worth,  prospective  earning
power,  dividend-paying  capacity,  and other  relevant  factors,  including the
goodwill of the Company,  the economic  outlook in the Company's  industry,  the
Company's  position in the industry and its management,  and the values of stock
of other corporations in the same or a similar line of business.

         6.12     Option  Term.  No Option  shall be  exercisable  more than ten
years after the date of grant,  or such lesser period of time as is set forth in
the Option Agreement.

         6.13 Exercise Price. Except as otherwise provided in this Section 6.13,
the exercise price of an Option shall equal the Fair Market Value (determined in
accordance  with Section  6.11) of the Common Stock subject to the Option on the
date of grant.  Notwithstanding the preceding,  the exercise price of any Option
granted  to any  person  who owns,  directly  or by  attribution  under the Code
currently  Section 424(d),  Common Stock possessing more than ten percent of the
total  combined  voting  power of all  classes of stock of the Company or of any
Affiliate (a "Ten Percent  Stockholder")  shall in no event be less than 110% of
the Fair Market Value (determined in accordance with Section 6.11) of the Common
Stock covered by the Option at the time the Option is granted.

         6.14  Escrow;  Pledge of Shares.  To  enforce  any  restrictions  on an
Optionee's  Acquired  Shares  (including,   without  limitation,  the  right  of
repurchase  provided  for in Section  6.8),  the  Administrator  may require the
Optionee to deposit all certificates  representing the Acquired Shares, together
with  stock   powers  or  other   instruments   of  transfer   approved  by  the
Administrator,  appropriately  endorsed  in blank,  with the Company or an agent
designated by the Company to hold in escrow until such  restrictions have lapsed
or terminated,  and the Administrator may cause a legend or legends  referencing
such  restrictions  to be  placed  on  the  certificates.  Any  Optionee  who is
permitted to execute a promissory note as partial or full  consideration for the
purchase  of shares of Common  Stock  under this Plan will be required to pledge
and  deposit  with  the  Company  all or  part of the  shares  so  purchased  as
collateral to secure the payment of  Optionee's  obligation to the Company under
the promissory note;  provided,  however,  that the Administrator may require or
accept other or  additional  forms of  collateral  to secure the payment of such
obligation  and, in any event,  the Company will have full recourse  against the
Optionee under the promissory note  notwithstanding any pledge of the Optionee's
Acquired  Shares  or other  collateral.  In  connection  with any  pledge of the
Acquired  Shares,  an Optionee will be required to execute and deliver a written
pledge  agreement  in such  form as the  Administrator  will  from  time to time
approve. Acquired Shares purchased with the promissory note may be released from
the pledge on a pro rata basis as the promissory  note is paid at the discretion
of the Administrator.

7.   MANNER OF EXERCISE

         (a) An Optionee wishing to exercise an Option shall give written notice
to the  Company at its  principal  executive  office,  to the  attention  of the
officer of the Company designated by the  Administrator,  accompanied by payment
of the exercise price as provided in Section 6.6. The date the Company  receives
written notice of an exercise  hereunder  accompanied by payment of the exercise
price will be considered as the date such Option was exercised.

         (b) Promptly  after receipt of written notice of exercise of an Option,
the Company  shall,  without  stock issue or transfer  taxes to the  Optionee or
other person entitled to exercise the Option, deliver to the Optionee or (if the
Acquired Shares are to be placed into escrow) to the escrow holder,  one or more
certificates  for the  requisite  number of  Acquired  Shares.  An  Optionee  or
permitted  transferee  of  an  Optionee  shall  not  have  any  privileges  as a
shareholder  with  respect to any shares of Common  Stock  covered by the Option
until the date of issuance (as evidenced by the  appropriate  entry on the books
of the Company or a duly authorized transfer agent) of such shares.

8.   EMPLOYMENT, DIRECTOR OR CONSULTING RELATIONSHIP

         Nothing in this Plan or any Option granted  thereunder  shall interfere
with or limit in any way the right of the Company or of any of its Affiliates to
terminate any Optionee's  employment,  director or consulting arrangement at any
time,  nor confer upon any  Optionee  any right to continue in the employ of, on
the Board of, or consult with, the Company or any of its Affiliates.

9.  CONDITIONS UPON ISSUANCE OF SHARES.

         Shares of Common Stock shall not be issued  pursuant to the exercise of
an Option  unless the  exercise of such Option and the  issuance and delivery of
such shares pursuant  thereto shall comply with all relevant  provisions of law,
including, without limitation, the Securities Act of 1933, as amended.

10.  NONEXCLUSIVITY OF THE PLAN.

         The  adoption  of the Plan  shall  not be  construed  as  creating  any
limitations  on  the  power  of  the  Company  to  adopt  such  other  incentive
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options other than under the Plan.

11.      AMENDMENT OR TERMINATION OF PLAN

         The Board may (without  the  approval of any Optionee or the  Company's
shareholders) modify or amend this Plan in any respect; provided,  however, that
no modification or amendment of this Plan shall adversely  affect any previously
granted Options without the consent of the related  Optionee.  The Board may, at
any  time or from  time to time,  suspend  or  terminate  this  Plan;  provided,
however,  that no such action  shall  adversely  affect any  previously  granted
Options without the consent of the related Optionee.

12.  EFFECTIVE DATE OF PLAN

         This Plan is effective as of August  _____,  1999;  provided,  however,
that Options may be granted and  exercised  under this Plan only after there has
been compliance with all applicable federal and state securities laws. This Plan
shall remain in effect until terminated by the Board.


<PAGE>







                                                     JVWEB, INC.
                                        2000 NON-QUALIFIED STOCK OPTION PLAN
                                               STOCK OPTION AGREEMENT
                                               OPTION NO. ___________

         This Stock Option Agreement (this "Agreement") is made and entered into
as of the Date of Grant set forth  below (the  "Date of  Grant") by and  between
JVWeb,  Inc., a Delaware  corporation  (the  "Company"),  and the Optionee named
below ("Optionee"). Capitalized terms not defined herein shall have the meanings
ascribed to them in the  Company's  2000  Non-Qualified  Stock  Option Plan (the
"Plan").

OPTIONEE:                           CARLO PELLEGRINI
SOCIAL SECURITY NUMBER:             ###-##-####
ADDRESS:                            195 HIGH AVENUE, NYACK, NY  10960
TOTAL NUMBER OF OPTION SHARES:      1,000,000
EXERCISE PRICE PER SHARE:           $0.21
DATE OF GRANT:                              November 6, 1999
FIRST VESTING DATE:                         April 1, 2000
EXPIRATION DATE [unless earlier terminated under section 3 below]: April 1, 2004

         1. GRANT OF OPTION.  The  Company  hereby  grants to Optionee an option
(the  "Option")  to purchase  the total  number of shares of Common Stock of the
Company set forth above as Total Number of Option  Shares (the  "Shares") at the
Exercise Price Per Share set forth above (the "Exercise Price"),  subject to all
of the terms and conditions of this Agreement and the Plan.

         2.       EXERCISE PERIOD.

         2.1 Exercise Period of Option.  Unless otherwise  provided on a vesting
schedule  attached  hereto and signed by  Optionee,  this Option is  immediately
exercisable. However, if vesting schedule signed by Optionee is attached hereto,
this Option shall become  exercisable in accordance with such vesting  schedule.
In all cases,  the Shares issued upon exercise of this Option will be subject to
the restrictions on transfer and Repurchase Options set forth in Section 5 and 7
below.  Provided  Optionee  continues  to provide  services to the Company or an
Affiliate,  the Shares  issuable upon exercise of this Option (as opposed to the
Option itself) will become vested and free of the repurchase option provided for
in Section 7 hereof with respect to  twenty-five  percent (25%) of the Shares on
the First Vesting Date set forth above (the "First Vesting Date") and thereafter
at the end of each  full  succeeding  month  after  the  First  Vesting  Date an
additional 2.08333% of the Shares will become vested until the shares are vested
with respect to 100% of the Shares,  provided that if application of the vesting
percentage  causes a fractional  share,  such share shall be rounded down to the
nearest whole share. Notwithstanding any provision in the Plan or this Agreement
to the contrary,  Options for Unvested Shares (as defined in Section 2.2 of this
Agreement) will not be exercisable on or after Optionee's Termination Date.

         2.2 Vesting of Options. Shares that are vested pursuant to the schedule
set  forth in  Section  2.1 are  "Vested  Shares."  Shares  that are not  vested
pursuant  to the  schedule  set  forth in  Section  2.1 are  "Unvested  Shares."
Unvested Shares may not be sold or otherwise transferred by Optionee without the
Company's prior written consent.


<PAGE>








         2.3  Expiration.  This Option shall expire on the  Expiration  Date set
forth above and must be exercised,  if at all, on or before the Expiration Date,
unless earlier terminated under Section 3 below.

         3.       TERMINATION.

         3.1  Termination  for Any Reason Except Death,  Disability or Cause. If
Optionee is Terminated for any reason,  except death,  Disability or Cause, this
Option,  to the  extent  (and  only to the  extent)  that it is  exercisable  by
Optionee on the Termination Date, may be exercised by Optionee, if at all, as to
all or some of the Vested Shares calculated as of the Termination Date, no later
than three (3) months after the Termination Date, but in any event no later than
the Expiration Date.

         3.2  Termination  Because  of  Death  or  Disability.  If  Optionee  is
Terminated  because of death or  Disability  of Optionee (or the  Optionee  dies
within three (3) months after  Termination other than for Cause) this Option, to
the extent that it is  exercisable by Optionee on the  Termination  Date, may be
exercised by Optionee (or Optionee's legal representative), if at all, as to all
or some of the Vested  Shares  calculated as of the  Termination  Date, no later
than twelve (12) months after the  Termination  Date,  but in any event no later
than the Expiration Date.

         3.3 Termination  for Cause.  If Optionee is Terminated for Cause,  then
this Option will expire on  Optionee's  Termination  Date, or at such later time
and on such conditions as are determined by the Administrator.

         3.4 Obligation to Employ.  Nothing in the Plan or this Agreement  shall
confer on Optionee any right to continue in the employ of, or other relationship
with, the Company or any Affiliate, or limit in any way the right of the Company
or any Affiliate to terminate Optionee's employment or other relationship at any
time, with or without Cause.

         4.       MANNER OF EXERCISE.

         4.1 Stock Option Exercise Agreement.  To exercise this Option, Optionee
(or in the case of exercise after  Optionee's  death or  incapacity,  Optionee's
executor,  administrator,  heir or legatee,  as the case may be) must deliver to
the Company an executed  stock option  exercise  agreement in the form  attached
hereto as Exhibit A, or in such other  form as may be  approved  by the  Company
from time to time (the "Exercise Agreement"), which shall set forth, inter alia,
Optionee's  election  to  exercise  this  Option,  the  number of  Shares  being
purchased,  any  restrictions  imposed on the  Shares  and any  representations,
warranties and agreements regarding  Optionee's  investment intent and access to
information  as may be  required  by  the  Company  to  comply  with  applicable
securities laws. If someone other than Optionee exercises this Option, then such
person must submit documentation  reasonably acceptable to the Company that such
person has the right to exercise this Option.

         4.2  Limitations on Exercise.  This Option may not be exercised  unless
such exercise is in compliance with all applicable  federal and state securities
laws,  as they are in effect on the date of  exercise.  This  Option  may not be
exercised as to fewer than one hundred (100)  Shares,  unless it is exercised as
to all Shares as to which this Option is then exercisable.

         4.3  Payment.  The  Exercise  Agreement  shall be  accompanied  by full
payment of the Exercise Price for the Shares being purchased in cash (by check),
or where  permitted by law: (a) by surrender of shares of the  Company's  Common
Stock  that:  (1) either (A) have been owned by  Optionee  for more than six (6)
months  and have  been  paid for  within  the  meaning  of Rule  144  under  the
Securities  Act of 1933 (and, if such shares were  purchased from the Company by
use of a  promissory  note,  such note has been fully paid with  respect to such
shares) or (B) were  obtained by Optionee in the open public  market and (2) are
clear of all liens, claims, encumbrances or security interests; (b) by tender of
a cash downpayment equal (at a minimum) to the aggregate par value of the Shares
being acquired and of a full recourse promissory note with an original principal
amount equal to the aggregate  Exercise Price minus the downpayment made, having
such terms as may be approved  by the  Administrator  and bearing  interest at a
rate sufficient to avoid imputation of income under Sections 483 and 1274 of the
Code.

         4.4 Tax Withholding.  Prior to the issuance of the Shares upon exercise
of this Option,  Optionee must pay or provide for any applicable federal,  state
and local withholding  obligations of the Company. If the Administrator permits,
Optionee  may  provide for payment of  withholding  taxes upon  exercise of this
Option by  requesting  that the Company  retain  Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld.  In such case, the
Company  shall issue the net number of Shares to the Optionee by  deducting  the
Shares retained from the Shares issuable upon exercise.

         4.5  Issuance  of Shares.  Provided  that the  Exercise  Agreement  and
payment are in form and substance  satisfactory to counsel for the Company,  the
Company shall issue the Shares  registered  in the name of Optionee,  Optionee's
authorized assignee, or Optionee's legal  representative,  and shall deliver, to
the  Optionee  or (if the  Shares  are to be placed  into  escrow) to the escrow
holder,  one or more  certificates  representing the Shares with the appropriate
legends affixed thereto.

         5.  COMPLIANCE WITH LAWS AND  REGULATIONS.  The exercise of this Option
and the issuance and  transfer of Shares shall be subject to  compliance  by the
Company  and  Optionee  with all  applicable  requirements  of federal and state
securities  laws and with all applicable  requirements  of any stock exchange on
which the  Company's  Common Stock may be listed at the time of such issuance or
transfer.

         6.  NONTRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of Optionee only by Optionee or in the event of
Optionee's  incapacity,  by Optionee's legal  representative.  The terms of this
Option  shall be binding  upon the  executors,  administrators,  successors  and
assigns of Optionee.

         7. COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or its
assignee,  shall have the option to repurchase  Optionee's  Unvested  Shares (as
defined in Section 2.2 of this  Agreement) on the terms and conditions set forth
in the Exercise  Agreement  (the  "Repurchase  Option for  Unvested  Shares") if
Optionee  is  Terminated  for  any  reason,  or  no  reason,  including  without
limitation Optionee's death, Disability, voluntary resignation or termination by
the Company with or without Cause.  Notwithstanding  the foregoing,  the Company
shall retain the Repurchase Option for Unvested Shares only as to that number of
Unvested  Shares  (whether or not  exercised)  that exceeds the number of shares
which remain exercisable.

         8.       TAX  CONSEQUENCES.  Set forth below is a brief  summary as of
the Effective Date of the Plan of some of the federal and state tax consequences
of exercise  of this Option and  disposition  of the Shares.  THIS SUMMARY IS
NECESSARILY  INCOMPLETE,  AND THE TAX LAWS AND  REGULATIONS  ARE  SUBJECT TO
CHANGE.  OPTIONEE  SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR
DISPOSING OF THE SHARES.

         8.1 Exercise of Option. There may be a regular federal and state income
tax  liability  upon the  exercise of this Option.  Optionee  will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess,  if any,  of the Fair  Market  Value of the Shares on the date of
exercise over the Exercise Price. If Optionee is a current or former employee of
the  Company,   the  Company  may  be  required  to  withhold  from   Optionee's
compensation  or  collect  from  Optionee  and  pay  to  the  applicable  taxing
authorities an amount equal to a percentage of this  compensation  income at the
time of exercise.

         8.2  Disposition of Shares.  The following tax  consequences  may apply
upon  disposition  of the Shares.  [JOHN MALONE TO GIVE TAX  TREATMENT FOR SALES
WITHIN 12 MONTHS  AFTER  EXERCISE]  If the Shares are held for more than  twelve
(12)  months  after  the date of the  transfer  of the  Shares  pursuant  to the
exercise of an Option,  any gain realized on  disposition  of the Shares will be
treated as a long-term  capital gain. The maximum  federal capital gain tax rate
is twenty  percent.  The Company may be  required  to withhold  from  Optionee's
compensation  or collect  from the  Optionee  and pay to the  applicable  taxing
authorities an amount equal to a percentage of this compensation  income.  [JOHN
MALONE TO CONFIRM PRECEDING SENTENCE]

         8.3  Section  83(b)  Election  for  Unvested  Shares.  With  respect to
Unvested Shares, which are subject to the Repurchase Option for Unvested Shares,
unless an election is filed by the Optionee  with the Internal  Revenue  Service
(and, if necessary, the proper state taxing authorities),  within 30 days of the
purchase of the Unvested  Shares,  electing  pursuant to Code Section 83(b) (and
similar  state tax  provisions,  if  applicable)  to be taxed  currently  on any
difference  between the  Exercise  Price of the  Unvested  Shares and their Fair
Market  Value on the date of  exercise,  there may be a  recognition  of taxable
income (including, where applicable,  alternative minimum taxable income) to the
Optionee,  measured  by the  excess,  if any,  of the Fair  Market  Value of the
Unvested Shares at the time they cease to be Unvested Shares,  over the Exercise
Price of the Unvested Shares.

         9.       PRIVILEGES OF STOCK  OWNERSHIP.  Optionee shall not have any
of the rights of a shareholder  with respect to any Shares until the Shares are
issued to Optionee.

         10.      INTERPRETATION.  Any dispute  regarding the  interpretation of
this Agreement shall be submitted by Optionee or the Company to the
Administrator  for review. The resolution of such a dispute by the Administrator
shall be final and binding on the Company and Optionee.

         11. ENTIRE  AGREEMENT.  The Plan is  incorporated  herein by reference.
This Agreement and the Plan  constitute the complete and exclusive  statement of
the parties  regarding its subject matter and  supersedes  all prior  proposals,
representations,  communications, and agreements of the parties, whether oral or
written regarding the grant of stock options or issuances of shares to Optionee.

         12.  NOTICES.  Any  notice  required  to be given or  delivered  to the
Company under the terms of this  Agreement  shall be in writing and addressed to
the  President of the Company at its  principal  corporate  offices.  Any notice
required to be given or delivered to Optionee  shall be in writing and addressed
to  Optionee  at the address  indicated  above or to such other  address as such
party may  designate in writing  from time to time to the  Company.  All notices
shall be deemed to have been given or delivered upon:  personal delivery;  three
(3) days after deposit in the United States mail by certified or registered mail
(return receipt  requested);  one (1) business day after deposit with any return
receipt express courier (prepaid); or one (1) business day after transmission by
facsimile, rapifax or telecopier.

         13.  SUCCESSORS  AND ASSIGNS.  The Company may assign any of its rights
under this  Agreement,  including  its  rights to  repurchase  Shares  under the
Repurchase Option. This Agreement shall be binding upon and inure to the benefit
of the successors  and assigns of the Company.  Subject to the  restrictions  on
transfer set forth  herein,  this  Agreement  shall be binding upon Optionee and
Optionee's heirs, executors, administrators,  legal representatives,  successors
and assigns.

         14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE  STATE OF  TEXAS AS SUCH  LAWS ARE  APPLIED  TO
AGREEMENTS  BETWEEN TEXAS  RESIDENTS  ENTERED INTO AND TO BE PERFORMED  ENTIRELY
WITHIN TEXAS. IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED BY A COURT OF LAW
TO BE ILLEGAL OR  UNENFORCEABLE,  THEN SUCH  PROVISION  WILL BE  ENFORCED TO THE
MAXIMUM EXTENT POSSIBLE AND THE OTHER PROVISIONS WILL REMAIN FULLY EFFECTIVE AND
ENFORCEABLE.

         16. ACCEPTANCE.  Optionee hereby acknowledges  receipt of a copy of the
Plan and  this  Agreement.  Optionee  has read and  understands  the  terms  and
provisions  thereof,  and  accepts  this  Option  subject  to all the  terms and
conditions of the Plan and this Agreement.  Optionee acknowledges that there may
be adverse tax  consequences  upon exercise of this Option or disposition of the
Shares and that Optionee  should consult a tax adviser prior to such exercise or
disposition.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed in duplicate  by its duly  authorized  representative  and Optionee has
executed this Agreement in duplicate as of the Date of Grant.

                                            OPTIONEE

By:_________________________________        ____________________________________
Carlo Pellegrini                            (signature)

                                            Name: ______________________________
                                            Greg J. Micek, President JVWEB, INC.


<PAGE>







                                                     JVWEB, INC.
                                        2000 NON-QUALIFIED STOCK OPTION PLAN
                                           STOCK OPTION EXERCISE AGREEMENT
                                                  NO._____________

         This Exercise Agreement (this "Exercise Agreement") is made and entered
into as of  ______________,  19___ (the "Effective  Date") by and between JVWeb,
Inc., a Delaware corporation (the "Company"), and the Purchaser named below (the
"Purchaser").  Capitalized  terms not  defined  herein  shall have the  meanings
ascribed to them in the  Company's  2000  Non-Qualified  Stock  Option Plan (the
"Plan").

PURCHASER:
SOCIAL SECURITY NUMBER:
ADDRESS:
TOTAL NUMBER OF SHARES:
EXERCISE PRICE PER SHARE:
TOTAL EXERCISE PRICE:
OPTION NO. AND DATE OF GRANT:

         1.       EXERCISE OF OPTION.

         1.1  Exercise.  Pursuant to the  exercise of that  certain  option (the
"Option")  granted  to  Purchaser  under the Plan and  subject  to the terms and
conditions of this  Exercise  Agreement,  Purchaser  hereby  purchases  from the
Company,  and the Company hereby sells to Purchaser,  the Total Number of Shares
set forth above (the  "Acquired  Shares") of the  Company's  Common Stock at the
Total  Exercise Price set forth above (the  "Exercise  Price").  As used in this
Exercise  Agreement,  the term "Acquired  Shares" refers to the Acquired  Shares
purchased under this Exercise Agreement and includes all securities received (a)
in replacement  of the Acquired  Shares,  (b) as a result of stock  dividends or
stock  splits  with  respect  to the  Acquired  Shares,  and (c) all  securities
received  on  account  of the  Acquired  Shares in a  merger,  recapitalization,
reorganization or similar corporate transaction.

         1.2      Title to Shares. The exact spelling of the name(s) under which
Purchaser will take title to the
Acquired              Shares              is:               ___________________
___________________________________________.  Purchaser  desires  to take  title
to the Acquired Shares as follows:

         [_]      Individual, as separate property
         [_]      Husband and wife, as community property
         [_]      Joint Tenants

         [_]      Alone or with  spouse as  trustee(s)  of the  following  trust
                  (including date):________________________________________

                  ------------------------------------------------------
         [_]      Other;            please            specify:__________________
                  ------------------------------------------------------



<PAGE>








         1.3      Payment.  Purchaser  hereby delivers payment of the Exercise
Price in the manner permitted in the Option Agreement as follows (check and
complete as appropriate):

         [_]      in cash (by  check) in the  amount of  $________________,
                  receipt  of which is acknowledged by the Company;
         [_]      by tender of a Full Recourse  Promissory Note in the principal
                  amount of  $___________________,  having  such terms as may be
                  approved  by the  Committee  and  bearing  interest  at a rate
                  sufficient to avoid  imputation  of income under  Sections 483
                  and  1274  of the  Code  and  secured  by a  Pledge  Agreement
                  herewith.

         [_]      by surrender of  ___________________  shares of the  Company's
                  Common Stock, which  shares have a Fair Market  Value equal to
                  the  Exercise  Price and:  (1) either  (A) have been owned by
                  Optionee  for more than six (6) months and have been paid for
                  within the meaning of Rule 144 under the  Securities  Act of
                  1933 (and,  if such shares were  purchased  from the Company
                  by use of a  promissory note,  such note has been fully paid
                  with respect to such  shares) or (B) were obtained by Optione0
                  in the open public  market and (2) are clear of all liens,
                  claims, encumbrances or security interests

         2.       DELIVERY.

         2.1 Deliveries by Purchaser.  Purchaser  hereby delivers to the Company
(i) this  Exercise  Agreement,  (ii) three (3) copies of a blank Stock Power and
Assignment  Separate  from Stock  Certificate  in the form of Exhibit 1 attached
hereto (the "Stock Powers"),  executed by Purchaser (and Purchaser's  spouse, if
any), (iii) if Purchaser is married,  a Consent of Spouse in the form of Exhibit
2 attached hereto (the "Spouse Consent")  executed by Purchaser's  spouse,  (iv)
the  Exercise  Price and  payment  or other  provision  for any  applicable  tax
obligations  by delivery of cash of a Secured Full Recourse  Promissory  Note in
the form of  Exhibit 3 and (v) if a Secured  Full  Recourse  Promissory  Note is
being  delivered,  a Stock Pledge Agreement in the form of Exhibit 5 executed by
Purchaser (the "Pledge Agreement").

         2.2 Deliveries by the Company.  Upon its receipt of the Exercise Price,
payment  or other  provision  for any  applicable  tax  obligations  and all the
documents to be executed and delivered by Purchaser to the Company under Section
2.1, the Company will issue a duly executed  stock  certificate  evidencing  the
Acquired Shares in the name of Purchaser,  to be placed in escrow as provided in
Section 8 to secure  payment of  Optionee's  obligation to the Company under the
promissory note and until expiration or termination of the Company's  Repurchase
Option in Section 6.

         3.       REPRESENTATIONS  AND  WARRANTIES OF PURCHASER.  Purchaser
represents and warrants to the Company that:

         3.1 Agrees to Terms of the Plan.  Purchaser  has received a copy of the
Plan and the Option  Agreement,  has read and understands the terms of the Plan,
the Option  Agreement  and this  Exercise  Agreement,  and agrees to be bound by
their terms and conditions. Purchaser acknowledges that there may be adverse tax
consequences  upon exercise of the Option or disposition of the Acquired Shares,
and that  Purchaser  should  consult a tax  adviser  prior to such  exercise  or
disposition.

         3.2 Access to Information.  Purchaser has had access to all information
regarding  the  Company  and  its  present  and  prospective  business,  assets,
liabilities  and  financial  condition  that  Purchaser   reasonably   considers
important in making the decision to purchase the Acquired Shares,  and Purchaser
has had ample  opportunity  to ask  questions of the  Company's  representatives
concerning such matters and this investment.

         3.3 Understanding of Risks. Purchaser is fully aware of: (i) the highly
speculative nature of the investment in the Acquired Shares;  (ii) the financial
hazards  involved;  (iii) the lack of liquidity  of the Acquired  Shares and the
restrictions on transferability of the Acquired Shares (e.g., that Purchaser may
not be able to sell or dispose of the Acquired  Shares or use them as collateral
for loans);  (iv) the  qualifications  and  backgrounds of the management of the
Company;  and (v) the tax  consequences  of investment  in the Acquired  Shares.
Purchaser is capable of evaluating the merits and risks of this investment,  has
the ability to protect  Purchaser's  own  interests in this  transaction  and is
financially capable of bearing a total loss of this investment.

         4.  COMPLIANCE  WITH  SECURITIES   LAWS.   Purchaser   understands  and
acknowledges that,  notwithstanding  any other provision of the Option Agreement
to the contrary,  the exercise of any rights to purchase any Shares is expressly
conditioned  upon  compliance with the Securities Act of 1933 and all applicable
state securities laws.  Purchaser agrees to cooperate with the Company to ensure
compliance with such laws.

         5.       RESTRICTIONS ON TRANSFERS.

         5.1  Restriction  on Transfer.  Purchaser  shall not transfer,  assign,
grant a lien or security interest in, pledge, hypothecate, encumber or otherwise
dispose  of any of the  Acquired  Shares  which  are  subject  to the  Company's
Repurchase Option, except as permitted by this Exercise Agreement.

         5.2  Transferee  Obligations.  Each person  (other than the Company) to
whom the Acquired Shares are transferred  with the prior express written consent
of the Company must, as a condition  precedent to the validity of such transfer,
acknowledge  in  writing  to the  Company  that  such  person  is  bound  by the
provisions of this Exercise  Agreement and that the transferred  Acquired Shares
are subject to the Company's  Repurchase  Option  granted  hereunder to the same
extent such Acquired Shares would be so subject if retained by the Purchaser.

         6. COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or its
assignee,  shall have the option to repurchase  Purchaser's  Unvested Shares (as
defined in Section 2.2 of the Option  Agreement) on the terms and conditions set
forth in this Section (the "Repurchase Option for Unvested Shares") if Purchaser
is Terminated (as defined in the Plan) for any reason,  or no reason,  including
without  limitation  Purchaser's  death,  Disability  (as  defined in the Plan),
voluntary  resignation  or  termination  by the Company  with or without  Cause.
Notwithstanding  the foregoing,  the Company shall retain the Repurchase  Option
for Unvested  Shares only as to that number of Unvested  Shares  (whether or not
exercised) that exceeds the number of shares which remain exercisable.

         6.1  Termination  and  Termination  Date.  In case of any dispute as to
whether  Purchaser  is  Terminated,  the  Committee  shall  have  discretion  to
determine  whether  Purchaser has been Terminated and the effective date of such
Termination (the "Termination Date").

         6.2  Exercise of  Repurchase  Option for Unvested  Shares.  At any time
within ninety (90) days after the Purchaser's  Termination Date, the Company, or
its assignee,  may elect to repurchase the Purchaser's Unvested Shares by giving
Purchaser  written  notice of exercise  of the  Repurchase  Option for  Unvested
Shares.

         6.3 Calculation of Repurchase Price for Unvested Shares. The Company or
its  assignee  shall  have the  option to  repurchase  from  Purchaser  (or from
Purchaser's  personal  representative as the case may be) the Unvested Shares at
the Purchaser's Exercise Price,  proportionately adjusted for any stock split or
similar  change in the capital  structure of the Company as set forth in Section
2.2 of the Plan.

         6.4 Payment of Repurchase Price. The repurchase price shall be payable,
at the option of the Company or its assignee, by check or by cancellation of all
or a portion of any outstanding indebtedness of Purchaser to the Company or such
assignee,  or by any  combination  thereof.  The repurchase  price shall be paid
without interest within sixty (60) days after exercise of the Repurchase  Option
for Unvested Shares.

         6.5 Right of Termination Unaffected. Nothing in this Exercise Agreement
shall be  construed to limit or otherwise  affect in any manner  whatsoever  the
right  or power of the  Company  (or any  Affiliate)  to  terminate  Purchaser's
employment or other  relationship  with Company (or the  Affiliate) at any time,
for any reason or no reason, with or without Cause.

         7. RIGHTS AS  SHAREHOLDER.  Subject to the terms and conditions of this
Exercise  Agreement,  Purchaser  will have all of the rights of a shareholder of
the Company  with  respect to the  Acquired  Shares from and after the date that
Acquired Shares are issued to Purchaser until such time as Purchaser disposes of
the  Acquired  Shares or the  Company  and/or its  assignee(s)  exercise(s)  the
Repurchase  Option.  Upon an exercise of the Repurchase  Option,  Purchaser will
have no further rights as a holder of the Acquired Shares so purchased upon such
exercise,  except  the  right to  receive  payment  for the  Acquired  Shares so
purchased in accordance  with the  provisions of this  Exercise  Agreement,  and
Purchaser  will  promptly  surrender  the stock  certificate(s)  evidencing  the
Acquired Shares so purchased to the Company for transfer or cancellation.

         8. ESCROW.  As security for  Purchaser's  faithful  performance of this
Exercise Agreement,  Purchaser agrees that all stock certificates evidencing the
Acquired  Shares,  together  with the Stock Powers  executed by Purchaser and by
Purchaser's  spouse if any (with the date and  number of  Acquired  Shares  left
blank),  will be delivered to the President of the Company or other  designee of
the  Company   ("Escrow   Holder"),   who  is  hereby  appointed  to  hold  such
certificate(s)  and Stock  Powers in escrow and to take all such  actions and to
effectuate all such transfers  and/or releases of such Acquired Shares as are in
accordance with the terms of this Exercise Agreement.  Purchaser and the Company
agree  that  Escrow  Holder  will not be liable  to any  party to this  Exercise
Agreement  (or to any other  party) for any actions or omissions  unless  Escrow
Holder is grossly  negligent  or  intentionally  fraudulent  in carrying out the
duties of Escrow  Holder under this Exercise  Agreement.  Escrow Holder may rely
upon any letter, notice or other document executed by any signature purported to
be genuine and may rely on the advice of counsel and obey any order of any court
with respect to the transactions  contemplated by this Exercise Agreement.  If a
Full Recourse Promissory Note is not given in connection with the payment of the
Exercise Price, upon termination of the Repurchase Option provided, the Acquired
Shares shall be released  from escrow.  If a Full  Recourse  Promissory  Note is
given in connection with the payment of the Exercise Price,  upon termination of
the Repurchase Option provided, the Acquired Shares:

         [  ]     will be retained in escrow so long as they are subject to the
                  Pledge Agreement

         [        ] will be  released  from  escrow  on a pro rata  basis as the
                  original principal amount of Full Recourse  Promissory Note is
                  prepaid.

         9.       RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

         9.1  Restrictive  Legends  and  Stop-Transfer  Instructions.  Purchaser
agrees that, to ensure compliance with the restrictions imposed by this Exercise
Agreement, the Company may place restrictive legends in appropriate forms on the
back of all certificates  representing Acquired Share, and the Company may issue
appropriate  "stop-transfer"  instructions to its transfer agent, if any, and if
the Company transfers its own securities,  it may make appropriate  notations to
the same effect in its own records.

         9.2  Refusal to  Transfer.  The  Company  will not be  required  (i) to
transfer  on its  books any  Acquired  Shares  that have been sold or  otherwise
transferred in violation of any of the provisions of this Exercise  Agreement or
(ii) to treat as owner of such Acquired  Shares,  or to accord the right to vote
or pay  dividends to any  purchaser or other  transferee  to whom such  Acquired
Shares have been so transferred.

         10. TAX CONSEQUENCES. Set forth below is a brief summary as of the date
the Plan was  adopted  by the  Board of some of the U.S.  Federal  and state tax
consequences of exercise of the Option and  disposition of the Acquired  Shares.
THIS SUMMARY IS NECESSARILY  INCOMPLETE,  AND THE TAX LAWS AND  REGULATIONS  ARE
SUBJECT TO CHANGE.  PURCHASER SHOULD CONSULT A TAX ADVISER BEFORE EXECUTING THIS
OPTION OR DISPOSING OF THE SHARES.  PURCHASER  UNDERSTANDS  THAT  PURCHASER  MAY
SUFFER  ADVERSE  TAX  CONSEQUENCES  AS  A  RESULT  OF  PURCHASER'S  PURCHASE  OR
DISPOSITION  OF THE SHARES.  PURCHASER  REPRESENTS  THAT PURCHASER HAS CONSULTED
WITH ANY TAX ADVISER  PURCHASER  DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE
OR  DISPOSITION  OF THE SHARES AND THAT  PURCHASER IS NOT RELYING ON THE COMPANY
FOR ANY TAX  ADVICE.  IN  PARTICULAR,  IF THE  UNVESTED  SHARES  ARE  SUBJECT TO
REPURCHASE BY THE COMPANY,  PURCHASER  REPRESENTS  THAT  PURCHASER HAS CONSULTED
WITH  PURCHASER'S  TAX ADVISER  CONCERNING THE  ADVISABILITY  OF FILING AN 83(b)
ELECTION WITH THE INTERNAL REVENUE SERVICE.

         10.1 Exercise of Option. There may be a regular U.S. Federal income tax
liability  and a state  income tax  liability  upon the  exercise of the Option.
Purchaser will be treated as having  received  compensation  income  (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market Value
of the  Acquired  Shares on the date of exercise  over the  Exercise  Price.  If
Purchaser  is a current or former  employee of the  Company,  the Company may be
required to withhold from Purchaser's compensation or collect from Purchaser and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.

         10.2 Disposition of Acquired Shares. The following tax consequences may
apply  upon  disposition  of the  Acquired  Shares.  [JOHN  MALONE  TO GIVE  TAX
TREATMENT FOR SALES WITHIN 12 MONTHS AFTER  EXERCISE] If the Acquired Shares are
held for more than  twelve  (12)  months  after the date of the  transfer of the
Acquired  Shares  pursuant to the  exercise of an Option,  any gain  realized on
disposition of the Acquired Shares will be treated as a long-term  capital gain.
The maximum federal capital gain tax rate is twenty percent.  The Company may be
required to withhold from  Optionee's  compensation or collect from the Optionee
and pay to the applicable taxing  authorities an amount equal to a percentage of
this compensation income. [JOHN MALONE TO CONFIRM PRECEDING SENTENCE]

         10.3.  Section  83(b)  Election  for Unvested  Shares.  With respect to
Unvested Shares, which are subject to the Repurchase Option,  unless an election
is filed by the Purchaser with the Internal  Revenue Service (and, if necessary,
the proper  state  taxing  authorities),  within 30 days of the  purchase of the
Unvested Shares,  electing pursuant to Code Section 83(b) (and similar state tax
provisions,  if applicable) to be taxed currently on any difference  between the
Exercise Price of the Unvested Shares and their Fair Market Value on the date of
purchase,  there  may be a  recognition  of  taxable  income  (including,  where
applicable,  alternative  minimum taxable income) to the Purchaser,  measured by
the excess,  if any, of the Fair Market Value of the Unvested Shares at the time
they  cease to be  Unvested  Shares,  over the  Exercise  Price of the  Unvested
Shares.

         11. COMPLIANCE WITH LAWS AND REGULATIONS.  The issuance and transfer of
the Acquired  Shares will be subject to and  conditioned  upon compliance by the
Company  and  Purchaser  with all  applicable  state and U.S.  Federal  laws and
regulations  and with all  applicable  requirements  of any  stock  exchange  or
automated  quotation system on which the Company's Common Stock may be listed or
quoted at the time of such issuance or transfer.

         12.  SUCCESSORS  AND ASSIGNS.  The Company may assign any of its rights
under this  Exercise  Agreement,  including  its rights to  repurchase  Acquired
Shares under the Repurchase  Option.  This Exercise  Agreement  shall be binding
upon and inure to the  benefit of the  successors  and  assigns of the  Company.
Subject  to the  restrictions  on  transfer  herein  set  forth,  this  Exercise
Agreement  will be binding upon  Purchaser  and  Purchaser's  heirs,  executors,
administrators, legal representatives, successors and assigns.

         13.  GOVERNING  LAW;  SEVERABILITY.  THIS EXERCISE  AGREEMENT  SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF
TEXAS AS SUCH LAWS ARE APPLIED TO  AGREEMENTS  BETWEEN TEXAS  RESIDENTS  ENTERED
INTO  AND TO BE  PERFORMED  ENTIRELY  WITHIN  TEXAS.  IF ANY  PROVISION  OF THIS
EXERCISE   AGREEMENT  IS  DETERMINED  BY  A  COURT  OF  LAW  TO  BE  ILLEGAL  OR
UNENFORCEABLE,  THEN SUCH  PROVISION  WILL BE  ENFORCED  TO THE  MAXIMUM  EXTENT
POSSIBLE AND THE OTHER PROVISIONS WILL REMAIN FULLY EFFECTIVE AND ENFORCEABLE.

         14.  NOTICES.  Any  notice  required  to be given or  delivered  to the
Company shall be in writing and addressed to the President of the Company at its
principal  corporate  offices.  Any notice  required to be given or delivered to
Purchaser  shall  be in  writing  and  addressed  to  Purchaser  at the  address
indicated  above or to such other  address as Purchaser may designate in writing
from time to time to the Company.  All notices shall be deemed effectively given
upon personal  delivery,  three (3) days after deposit in the United States mail
by certified or registered mail (return receipt requested), one (1) business day
after its deposit with any return receipt express courier (prepaid),  or one (1)
business day after transmission by rapifax or telecopier.

         15.      FURTHER  INSTRUMENTS.  The parties  agree to execute  such
further  instruments  and to take such further action as may be reasonably
necessary to carry out the purposes and intent of this Exercise Agreement.

         16.      HEADINGS.  The  captions  and  headings  of this  Exercise
Agreement  are  included  for ease of reference  only and will be disregarded in
interpreting  or construing  this Exercise  Agreement.  All references herein to
 Sections will refer to Sections of this Exercise Agreement.

         17. ENTIRE AGREEMENT.  The Plan, the Option Agreement and this Exercise
Agreement,  together with all of its Exhibits,  constitute the entire  agreement
and  understanding  of the parties  with  respect to the subject  matter of this
Exercise  Agreement,  and supersede  all prior  understandings  and  agreements,
whether oral or written, between the parties hereto with respect to the specific
subject matter hereof.

         IN WITNESS WHEREOF,  the Company has caused this Exercise  Agreement to
be executed in duplicate by its duly authorized representative and Purchaser has
executed this Exercise Agreement in duplicate as of the Effective Date.

JVWEB, INC.                                          PURCHASER


By:_________________________________        ___________________________________
        Greg J. Micek, President            Name: ______________________________


<PAGE>







                                                  LIST OF EXHIBITS

Exhibit 1:        Stock Power and Assignment Separate From Stock Certificate
Exhibit 2:        Spouse Consent
Exhibit 3:        Copy of Purchaser's Check And/or Secured Full Recourse
                  Promissory Note
Exhibit 4:        Section 83(b) Election
Exhibit 5:        Stock Pledge Agreement


<PAGE>



                                                     EXHIBIT 1

                                             STOCK POWER AND ASSIGNMENT
                                          SEPARATE FROM STOCK CERTIFICATE

         FOR VALUE  RECEIVED and pursuant to that certain Stock Option  Exercise
Agreement No. _____ dated as of _______________  _____,  ________ (the "Exercise
Agreement"),   the  undersigned   hereby  sells,   assigns  and  transfers  unto
____________________________________,  ___________________  shares of the Common
Stock of JVWeb,  Inc., a Delaware  corporation (the "Company"),  standing in the
undersigned's name on the books of the Company represented by Certificate No(s).
________ delivered herewith,  and does hereby irrevocably constitute and appoint
_______________________________________  as the undersigned's  attorney-in-fact,
with full  power of  substitution,  to  transfer  said stock on the books of the
Company.  THIS  ASSIGNMENT  MAY BE  USED  ONLY  AS  AUTHORIZED  BY THE  EXERCISE
AGREEMENT AND ANY EXHIBITS THERETO.

                                                                       PURCHASER

Dated: _______________ _____, _______       ____________________________________
(Signature)

                                             Name:______________________________


                                             -----------------------------------
(Spouse's Signature, if any)

                                            Spouse's Name) :____________________

INSTRUCTIONS:  Please do not fill in any blanks other than the  signature  line.
The  purpose  of this Stock  Power and  Assignment  is to enable the  Company to
acquire the shares upon a default  under  Purchaser's  Note and to exercise  its
"Repurchase  Option"  set  forth in the  Exercise  Agreement  without  requiring
additional signatures on the part of the Purchaser or Purchaser's Spouse.


<PAGE>



                                                     EXHIBIT 2

                                                   SPOUSE CONSENT

         The undersigned spouse of Purchaser has read,  understands,  and hereby
approves the Stock Option Exercise  Agreement  between Purchaser and the Company
(the "Exercise Agreement"). In consideration of the Company's granting my spouse
the right to purchase  the Shares as set forth in the  Exercise  Agreement,  the
undersigned  hereby agrees to be irrevocably bound by the Exercise Agreement and
further agrees that any community property interest I may have in the Shares and
any other property  pursuant to the Exercise  Agreement shall similarly be bound
by the Exercise  Agreement.  The  undersigned  hereby  appoints  Purchaser as my
attorney-in-fact  with respect to any  amendment or exercise of any rights under
the Exercise Agreement.

Date: _______________ _____, _______                ____________________________
                                                                (Signature)

                                             Name:______________________________

                                             Name of Purchaser:_________________

                                             Address:___________________________

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


<PAGE>



                                                     EXHIBIT 3

                                       SECURED FULL RECOURSE PROMISSORY NOTE

Houston, Texas     $__________________                 ____________ ___, _____

         1.  OBLIGATION.  In  exchange  for  the  issuance  to  the  undersigned
("Purchaser")  of  ______________________________  shares (the  "Shares") of the
Common Stock of JVWeb, Inc., a Delaware corporation (the "Company"),  receipt of
which is hereby  acknowledged,  Purchaser hereby promises to pay to the order of
the  Company  on or before  _______________  _____,  _______,  at the  Company's
principal  place of business at 5444  Westheimer,  Suite  2080,  Houston,  Texas
77056,  or at such other place as the Company may direct,  the  principal sum of
____________________   Dollars   ($_______________)   together   with   interest
compounded  semi-annually on the unpaid principal at the rate of  ______________
percent  (_____%),  which  rate is not less than the  minimum  rate  established
pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended, on
the  earliest  date on which  there was a binding  contract  in writing  for the
purchase of the Shares; provided,  however, that the rate at which interest will
accrue on unpaid  principal  under this Note will not exceed  the  highest  rate
permitted by  applicable  law; and provided  further that interest on the unpaid
principal shall be due and payable on December 1 of each year.

         2. SECURITY.  Payment of this Note is secured by a security interest in
the Shares granted to the Company by Purchaser under a Stock Pledge Agreement of
even date herewith  between the Company and Purchaser (the "Pledge  Agreement").
This Note is being  tendered by Purchaser to the Company as part of the Exercise
Price of the Shares  pursuant to that certain  Stock Option  Exercise  Agreement
between  Purchaser  and the  Company of even date with this Note (the  "Exercise
Agreement").

         3. DEFAULT; ACCELERATION OF OBLIGATION.  Purchaser will be deemed to be
in default under this Note and the principal sum of this Note, together with all
interest accrued thereon,  will immediately  become due and payable in full: (a)
upon  Purchaser's  failure to make any payment when due under this Note;  (b) in
the  event   Purchaser  is  Terminated   (as  defined  in  the  Company's   2000
Non-Qualified Stock Option Plan) for any reason; (c) upon any transfer of any of
the Shares  (except a transfer  to, or  expressly  permitted  in writing by, the
Company);  (d) upon the  filing by or  against  Purchaser  of any  voluntary  or
involuntary  petition in  bankruptcy  or any  petition for relief under the U.S.
Federal bankruptcy code or any other state or U.S. Federal law for the relief of
debtors; or (e) upon the execution by Purchaser of an assignment for the benefit
of creditors or the  appointment  of a receiver,  custodian,  trustee or similar
party to take possession of Purchaser's assets or property.

         4. REMEDIES ON DEFAULT.  Upon any default of Purchaser under this Note,
the Company will have,  in addition to its rights and  remedies  under this Note
and the Pledge Agreement, full recourse against any real, personal,  tangible or
intangible assets of Purchaser,  and may pursue any legal or equitable  remedies
that are available to it.

         5.  PREPAYMENT.  Prepayment of principal and/or interest due under this
Note may be made at any time without penalty. Unless otherwise agreed in writing
by the Company,  all payments will be made in lawful tender of the United States
and will be applied first to the payment of accrued interest,  and the remaining
balance  of such  payment,  if any,  will  then be  applied  to the  payment  of
principal. If Purchaser prepays all or a portion of the principal amount of this
Note, the Shares paid for by the portion of principal so paid

         [  ]     shall  continue  to be held in pledge  under the Pledge
                  Agreement  to serve as independent collateral for the
                  outstanding portion of this Note

         [        ]  shall  be  released  from  pledge  and may be  returned  to
                  Purchaser  so long as the  Company  no longer has any right to
                  repurchase the Shares to be released.

         6.       GOVERNING LAW; WAIVER.  THE VALIDITY,  CONSTRUCTION AND
PERFORMANCE OF THIS NOTE WILL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
TEXAS,  EXCLUDING THAT BODY OF LAW  PERTAINING TO CONFLICTS OF LAW.  PURCHASER
HEREBY WAIVES PRESENTMENT, NOTICE OF NON-PAYMENT, NOTICE OF DISHONOR, PROTEST,
DEMAND AND DILIGENCE.

         7.       ATTORNEYS'  FEES.  If suit is brought for  collection of this
Note,  Purchaser  agrees to pay all reasonable  expenses,  including  attorneys'
fees,  incurred by the holder in connection  therewith whether or not such suit
is prosecuted to judgment.


         IN WITNESS WHEREOF, Purchaser has executed this Note as of the date and
year first above written.

                                               ---------------------------------
                                                          (Signature)

                                            Name:______________________________


<PAGE>



                                                     EXHIBIT 4

[FOR REGULAR INCOME TAX - NONQUALIFIED  OPTIONS] [FOR AMT AND DISQUALIFYING
DISPOSITION PURPOSES - INCENTIVE STOCK OPTION]

ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE

         The undersigned  Taxpayer  hereby elects,  pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended, to include the excess, if any, of
the fair market  value of the property  described  below at the time of transfer
over the amount paid for such  property,  as  compensation  for  services in the
calculation of: (1) regular gross income; (2) alternative minimum taxable income
or (3) disqualifying disposition gross income, as the case may be.

1.       TAXPAYER'S NAME:___________________________________________________
         TAXPAYER'S ADDRESS: _______________________________________________
------------------------------------------------------------------------
         SOCIAL SECURITY NUMBER: __________________________________________

         2.       The   property   with   respect  to  which  the   election  is
made  is  described  as  follows: ___________________  shares of Common  Stock
of JVWeb,  Inc.,  a Delaware  corporation  (the  "Company"), which is Taxpayer's
employer or the corporation for whom the Taxpayer performs  services.  The
foregoing shares were issued upon exercise of an option.

         3.       The date on which the  shares  were  transferred  pursuant  to
the  exercise  of the  option  was _______________ ___, ____ and this election
is made for calendar year ________.

         4. The shares  received  upon exercise of the option are subject to the
following  restrictions:  The  Company  may  repurchase  all or a portion of the
shares at the Taxpayer's original purchase price under certain conditions at the
time of Taxpayer's termination of employment or services.

         5. The fair market value of the shares  (without regard to restrictions
other than restrictions which by their terms will never lapse) was $________ per
share at the time of exercise of the option.

         6.       The amount paid for such shares upon exercise of the option
was $____________ per share.

         7.       The Taxpayer has submitted a copy of this statement to the
Company.

         THIS ELECTION MUST BE FILED WITH THE INTERNAL  REVENUE SERVICE ("IRS"),
AT THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS
AFTER  THE DATE OF  TRANSFER  OF THE  SHARES,  AND MUST  ALSO BE FILED  WITH THE
TAXPAYER'S  INCOME TAX RETURNS FOR THE CALENDAR  YEAR.  THE  ELECTION  CANNOT BE
REVOKED WITHOUT THE CONSENT OF THE IRS.

Dated: ____________ ___, _______            ____________________________________
                                                      Taxpayer's Signature


<PAGE>



                                                     EXHIBIT 5

                                               STOCK PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT ("Pledge  Agreement") is made and entered into as
of  _______________  _____,  _______  by and  between  JVWeb,  Inc.,  a Delaware
corporation (the "Company"), and _____________________________ ("Pledgor").

                                                  R E C I T A L S

         A. In exchange for Pledgor's Secured Full Recourse  Promissory Note and
Secured  Non-Recourse  Promissory Note to the Company of even date herewith (the
"Note"), the Company has issued and sold to Pledgor  ____________________ shares
of its Common Stock (the "Shares")  pursuant to the terms and conditions of that
Stock  Option  Exercise  Agreement  between the Company and Pledgor of even date
herewith (the "Exercise Agreement").

         B.       Pledgor  has  agreed  that  repayment  of the Note will be
secured  by the  pledge of the Shares pursuant to this Pledge Agreement.

         NOW, THEREFORE, the parties agree as follows:

         1. CREATION OF SECURITY INTEREST. Pursuant to the provisions of Chapter
9 of the Texas Business and Commerce Code, Pledgor hereby grants to the Company,
and the Company hereby  accepts,  a first and present  security  interest in the
Shares as  collateral  to secure the  payment  of  Pledgor's  obligation  to the
Company under the Note.  Pledgor  herewith  delivers to the Company Common Stock
certificate(s)  No(s).  _________,  representing  all the Shares,  together with
three stock powers for each  certificate  in the form  attached as an Exhibit to
the Exercise  Agreement,  duly executed (with the date and number of shares left
blank) by Pledgor and  Pledgor's  spouse,  if any.  For  purposes of this Pledge
Agreement,  the  Shares  pledged  to  the  Company  hereby,  together  with  any
additional  collateral  pledged  pursuant  to  Sections  5  and 6  hereof,  will
hereinafter be collectively referred to as the "Collateral." Pledgor agrees that
the  Collateral  pledged to the Company will be  deposited  with and held by the
Escrow Holder (as defined in the Exercise  Agreement) and that,  notwithstanding
anything to the contrary in the Exercise Agreement, for purposes of carrying out
the provisions of this Pledge  Agreement,  Escrow Holder will act solely for the
Company as its agent.

         2.  REPRESENTATIONS  AND  WARRANTIES.  Pledgor  hereby  represents  and
warrants to the Company that Pledgor has good title (both record and beneficial)
to the Collateral,  free and clear of all claims,  pledges,  security interests,
liens or encumbrances of every nature whatsoever, and that Pledgor has the right
to pledge and grant the Company the security interest in the Collateral  granted
under this Pledge  Agreement.  Pledgor  further  agrees  that,  until the entire
principal sum and all accrued interest due under the Note has been paid in full,
Purchaser  will not,  without the  Company's  prior written  consent,  (i) sell,
assign  or  transfer,  or  attempt  to  sell,  assign  or  transfer,  any of the
Collateral, or (ii) grant or create, or attempt to grant or create, any security
interest,  lien,  pledge,  claim or other encumbrance with respect to any of the
Collateral.

         3. RIGHTS ON DEFAULT.  In the event of default (as defined in the Note)
by Pledgor under the Note, the Company will have full power to sell,  assign and
deliver  the whole or any part of the  Collateral  at any  broker's  exchange or
elsewhere,  at public or private sale, at the option of the Company, in order to
satisfy  any part of the  obligations  of Pledgor now  existing  or  hereinafter
arising  under the Note.  On any such  sale,  the  Company  or its  assigns  may
purchase all or any part of the Collateral. In addition, at its sole option, the
Company may elect to retain all the Collateral in full satisfaction of Pledgor's
obligation  under the Note, in accordance with the provisions and procedures set
forth in Chapter 9 of the Texas Business and Commerce Code.

         4. ADDITIONAL REMEDIES.  The rights and remedies granted to the Company
herein upon default under the Note will be in addition to all the rights, powers
and remedies of the Company under  Chapter 9 of the Texas  Business and Commerce
Code and applicable law and such rights, powers and remedies will be exercisable
by the Company with respect to all of the  Collateral.  Pledgor  agrees that the
Company's reasonable expenses of holding the Collateral, preparing it for resale
or other  disposition,  and selling or otherwise  disposing  of the  Collateral,
including  attorneys' fees and other legal  expenses,  will be deducted from the
proceeds  of any sale or other  disposition  and will be included in the amounts
Pledgor must tender to redeem the Collateral. All rights, powers and remedies of
the Company will be cumulative and not  alternative.  Any forbearance or failure
or delay by the Company in exercising any right,  power or remedy hereunder will
not be deemed to be a waiver of any such  right,  power or remedy and any single
or  partial  exercise  of any such  right,  power or remedy  hereunder  will not
preclude the further exercise thereof.

         5. DIVIDENDS;  VOTING. All dividends hereinafter declared on or payable
with respect to the Collateral  during the term of this pledge  (excluding  only
ordinary cash dividends,  which will be payable to Pledgor so long as Pledgor is
not in default under the Note) will be  immediately  delivered to the Company to
be held in pledge  under this  Pledge  Agreement.  Notwithstanding  this  Pledge
Agreement,  so long as Pledgor  owns the Shares and is not in default  under the
Note,  Pledgor will be entitled to vote any shares  comprising  the  Collateral,
subject to any proxies granted by Pledgor.

         6. ADJUSTMENTS.  In the event that during the term of this pledge,  any
stock dividend,  reclassification,  readjustment, stock split or other change is
declared  or made with  respect to the  Collateral,  or if warrants or any other
rights, options or securities are issued in respect of the Collateral,  then all
new,  substituted  and/or additional shares or other securities issued by reason
of such change or by reason of the exercise of such warrants, rights, options or
securities,  will be  immediately  pledged  to the  Company to be held under the
terms of this  Pledge  Agreement  in the same manner as the  Collateral  is held
hereunder.

         7. RIGHTS UNDER EXERCISE AGREEMENT. Pledgor understands and agrees that
the Company's rights to repurchase the Collateral under the Exercise  Agreement,
if any, will continue for the periods and on the terms and conditions  specified
in the  Exercise  Agreement,  whether or not the Note has been paid  during such
period of time,  and that to the extent  that the Note is not paid  during  such
period of time,  the  repurchase by the Company of the Collateral may be made by
way of cancellation of all or any part of Pledgor's indebtedness under the Note.

         8.  REDELIVERY  OF  COLLATERAL.  Upon  payment  in full  of the  entire
principal  sum and all accrued  interest due under the Note,  and subject to the
terms and  conditions of the Exercise  Agreement,  the Company will  immediately
redeliver the Collateral to Pledgor and this Pledge  Agreement  will  terminate;
provided,  however,  that all rights of the Company to retain  possession of the
Shares  pursuant to the  Exercise  Agreement  will survive  termination  of this
Pledge Agreement.

         9.       SUCCESSORS  AND  ASSIGNS.  This  Pledge  Agreement  will inure
to the  benefit of the  respective heirs, personal representatives, successors
and assigns of the parties hereto.

         10. GOVERNING LAW; SEVERABILITY. THIS PLEDGE AGREEMENT WILL BE GOVERNED
BY AND  CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL  LAWS OF THE STATE OF TEXAS,
EXCLUDING  THAT BODY OF LAW RELATING TO CONFLICTS OF LAW.  SHOULD ONE OR MORE OF
THE  PROVISIONS  OF THIS PLEDGE  AGREEMENT BE DETERMINED BY A COURT OF LAW TO BE
ILLEGAL  OR  UNENFORCEABLE,   THE  OTHER  PROVISIONS  NEVERTHELESS  WILL  REMAIN
EFFECTIVE AND WILL BE ENFORCEABLE.

         11. MODIFICATION;  ENTIRE AGREEMENT.  This Pledge Agreement will not be
amended  without  the  written  consent  of both  parties  hereto.  This  Pledge
Agreement constitutes the entire agreement of the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and understandings
related to such subject matter.

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

JVWEB, INC.                                          PLEDGOR


By:_________________________________        ___________________________________
        Greg J. Micek, President            Name: ______________________________