EXHIBIT  10.21 - Stock  Purchase  Agreement  dated  _____________  _____,  _____
between the Company and LinksXpress.com, Inc.

                            STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE  AGREEMENT  (this  "Agreement")  is made and  entered
effective as of the _____ day of December, 1999 by and between  LINKSXPRESS.COM,
INC., a Delaware corporation  ("Seller") and JVWEB, INC., a Delaware corporation
("Purchaser").
                                                W I T N E S S E T H:

         WHEREAS,  Seller is the  holder of  900,000  shares of the  issued  and
outstanding  common stock (the  "Common  Stock") of  LINKSXPRESS.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,  350,000  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  500,000  registered
shares of the common stock of Purchaser (the  "Purchaser  Common Stock") and the
payment by Purchaser to Tanye  Capital  Corp.  of 100,000  registered  shares of
Purchaser  Common  Stock,  representing  the  payment  of the broker fee owed by
Seller. Seller hereby acknowledges receipt of stock certificates representing an
aggregate of 600,000  registered  shares of Purchaser  Common  Stock,  one stock
certificate issued in the name of Seller representing  100,000 registered shares
of Purchaser Common Stock and bearing no legend,  one or more stock certificates
representing  400,000  registered shares of Purchaser Common Stock issued in the
name of Seller and bearing a restrictive  legend regarding the lock-up agreement
entered into in connection with the sale and purchase  provided for hereby,  and
one stock  certificate  issued in the name of Tanye Capital  Corp.  representing
100,000 registered shares of Purchaser Common Stock and bearing no legend.

<PAGE>

                                                     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,  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.  Except for a certain license
of  proprietary  information  pursuant  to a  written  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,  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 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.

                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

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

                                             "SELLER"

                                             LINKSXPRESS.COM, INC.



                                             By:________________________________
                                             Ian Scott-Moncrieff, President

                                             Address:: #1400-355 Burrard Street,
                                                       Vancouver, B.C. V6C-2G8

                                             Telecopy:         604/681-9615

                                             "PURCHASER"

                                             JVWEB, INC.


                                             By:________________________________
                                                      Greg J. Micek, President

                                             Address:5444 Westheimer, Suite 2080
                                                     Houston, Texas 77056

                                             Telecopy:         713/840-9034