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THIS  AGREEMENT (the  "Agreement")  is made and entered into as of this the 17th
day of  September,  1999 by and  between  (a)  LinksXpress.com,  Inc. a Colorado
corporation  (the  "Company"),  and (b)  JVWeb,  Inc.,  a  Delaware  corporation
("JVWeb, Inc.").
                                    Recitals:

WHEREAS,  the Company  desires to issue and sell to JVWeb,  Inc. units ("Units")
comprised of shares of common stock in the Company ("Common Stock") and warrants
to  purchase  shares of Common  Stock,  and JVWeb,  Inc.  desires to receive and
purchase  Units,  in each cases upon the terms,  provisions  and  conditions set
forth herein;

WHEREAS,  in connection with the issuance and sale of the Units, the Company and
JVWeb,  Inc.  intend  that the  Company  will  register  with the United  States
Securities and Exchange  Commission (the  "Commission") an in-kind dividend (the
"Dividend") to the stockholders of JVWeb, Inc. consisting a portion of the Units
being issued and sold to JVWeb, Inc. pursuant hereto; and

WHEREAS,  the Company and JVWeb,  Inc. desire to set forth in writing the terms,
provisions and conditions pertaining to the sale and issuance of Units to JVWeb,
Inc. and pertaining to the Dividend;
                                   Agreement:

NOW,  THEREFORE,  in consideration of the mutual  agreements  contained  herein,
$10.00 and other good and  valuable  consideration  (the  receipt,  adequacy and
sufficiency  of which are hereby  acknowledged  by each of the parties  hereto),
each of the Company and JVWeb, Inc. hereby agrees as follows:

         1.       General Representations and Warranties.

     (a) JVWeb,  Inc. hereby  represents and warrants to the Company that JVWeb,
Inc. has been duly organized, is validly existing and is in good standing in the
jurisdiction in which it was incorporated; JVWeb, Inc. has full right, power and
authority  to execute  and  deliver  this  Agreement  and all other  agreements,
documents  and  instruments  to be executed in  connection  herewith and perform
JVWeb, Inc.'s obligation hereunder and thereunder; the execution and delivery by
JVWeb,  Inc.  of  this  Agreement  and  all  other  agreements,   documents  and
instruments  to be executed  by JVWeb,  Inc. in  connection  herewith  have been
authorized by all necessary corporate action by JVWeb, Inc.; when this Agreement
and all other  agreements,  documents and  instruments  to be executed by JVWeb,
Inc. in  connection  herewith are executed by JVWeb,  Inc. and  delivered to the
Company,  this Agreement and such other  agreements,  documents and  instruments
will  constitute  the valid and binding  agreements of JVWeb,  Inc.  enforceable
against  JVWeb,  Inc. in accordance  with their  respective  terms;  neither the
execution and delivery of this Agreement or any other agreements,  documents and
instruments to be executed in connection  herewith nor the  consummation  of the
transactions  contemplated hereby or thereby will (i) 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,
notation or otherwise) under the terms of, any contract to which JVWeb,  Inc. is
a party or by which JVWeb, Inc. is bound or by which any of the assets of JVWeb,
Inc. is bound or affected,  (ii) violate any judgment against,  or binding upon,
JVWeb,  Inc. or upon the assets of JVWeb,  Inc., (iii) result in the creation of
any lien,  charge or encumbrance upon any assets of JVWeb,  Inc. pursuant to the
terms of any  such  contract,  or (iv)  violate  any  provision  in the  charter
documents, bylaws or any other agreement affecting the governance and control of
JVWeb,  Inc.; there are no actions,  suits,  claims or legal,  administrative or
arbitration   proceedings  or  investigations  pending  or  threatened  against,
involving or affecting any of the assets of JVWeb, Inc., this Agreement,  or the
transactions  contemplated  hereby  (other than as  described  in JVWeb,  Inc.'s
filings  with the  Commission),  and there  are no  outstanding  orders,  writs,
injunctions or decrees of any court, governmental agency or arbitration tribunal
against,  involving or affecting any assets of JVWeb,  Inc., this Agreement,  or
the transactions  contemplated hereby; no consent or approval from any person on
the part of JVWeb,  Inc.  is  required  in  connection  with the  execution  and
delivery of this Agreement other than board of director approval of JVWeb, Inc.,
which has already been obtained;  and the  representations  and warranties  made
immediately above and elsewhere herein are material to the Company and are being
relied upon by the  Company in  connection  with its  decision to issue and sell
Units to JVWeb, Inc. pursuant to Section 2 of this Agreement.

     (b) The  Company  hereby  represents  and  warrants  to  JVWeb,  Inc.  that
(deletion)  the  Company  has full  right,  power and  authority  to execute and
deliver this Agreement and all other agreements, documents and instruments to be
executed by the Company in connection herewith  (including,  without limitation,
the Warrant Agreement,  as defined herein) and perform the Company's  obligation
hereunder and thereunder; the Company is duly organized, validly existing and in
good  standing in the State of Colorado;  the  authorized  capital  stock of the
Company consists of 100 million shares of Common Stock,  7,862,150 of which were
issued and  outstanding  as of the date  hereof;  Ian  Scott-Moncrieff  owns 3.0
million shares of the  outstanding  Common Stock;  the execution and delivery by
the  Company  of  this  Agreement  and  all  other  agreements,   documents  and
instruments  to be executed by the Company in  connection  herewith  (including,
without limitation, the Warrant Agreement) have been authorized by all necessary
corporate action;  when this Agreement and all other  agreements,  documents and
instruments  to be executed by the Company in  connection  herewith  (including,
without  limitation,  the  Warrant  Agreement)  are  executed by the Company and
delivered to JVWeb,  Inc., this Agreement and such other  agreements,  documents
and instruments will constitute the valid and binding  agreements of the Company
enforceable  against  the Company in  accordance  with their  respective  terms;
neither the  execution and delivery of this  Agreement or any other  agreements,
documents  and  instruments  to be executed in connection  herewith  (including,
without  limitation,   the  Warrant  Agreement)  nor  the  consummation  of  the
transactions  contemplated hereby or thereby will (i) 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,
notation or otherwise)  under the terms of, any contract to which the Company is
a party or by which the  Company  is bound or by which any of the  assets of the
Company is bound or  affected,  (ii) violate any  judgment  against,  or binding
upon, the Company or upon the Company's assets,  (iii) result in the creation of
any lien, charge or encumbrance upon any of the Company's assets pursuant to the
terms of any  such  contract,  or (iv)  violate  any  provision  in the  charter
documents, bylaws or any other agreement affecting the governance and control of
it; there are no actions, suits, claims or legal,  administrative or arbitration
proceedings  or  investigations  pending or  threatened  against,  involving  or
affecting any of the  Company's  assets,  this  Agreement,  or the  transactions
contemplated hereby, and there are no outstanding orders, writs,  injunctions or
decrees of any  court,  governmental  agency or  arbitration  tribunal  against,
involving or affecting  any of the  Company's  assets,  this  Agreement,  or the
transactions  contemplated  hereby;  no consent or  approval  from any person is
required  on the party of the  Company  in  connection  with the  execution  and
delivery  of this  Agreement  other than board of director  approval,  which has
already  been  obtained  (deletion);  the shares of Common Stock to be issued to
JVWeb, Inc. pursuant to this Agreement shall be duly authorized, validly issued,
fully  paid  and  non-assessable  at the time  that  they  are  issued;  and the
representations  and warranties made immediately  above and elsewhere herein are
material to JVWeb,  Inc. and are being relied upon by JVWeb,  Inc. in connection
with JVWeb,  Inc.'s  decision to  purchase  Units  pursuant to Section 2 of this
Agreement.

         2.       Sale and Purchase of Units.

     (a) Each Unit shall consist of one share of Common Stock and two separately
assignable (i.e.  "detachable")  "First Tier Warrants." In addition to the other
rights  pertaining  thereto,  the  exercise  of each  First Tier  Warrant  shall
entitled the holder  thereof to receive,  without the payment of any  additional
amount,  two "Second Tier Warrants." In addition to the other rights  pertaining
thereto,  the  exercise  of each Second Tier  Warrant  shall  entitle the holder
thereof to receive,  without the payment of any  additional  amount,  one "Third
Tier Warrant." First Tier Warrants, Second Tier Warrants and Third Tier Warrants
are referred to hereinafter  collectively as the "Warrants."  Each Warrant shall
entitle  the holder  thereof to purchase  one share of Common  Stock at any time
within three years after the date it is issued at a purchase  price of $2.00 (in
the case of the First  Tier  Warrants),  $3.00 (in the case of the  Second  Tier
Warrants) and $5.00 (in the case of the Third Tier Warrants). Each Warrant shall
be  redeemable  at any time after the Common Stock has had,  for 10  consecutive
trading  days, a per-share  closing  price above $2.25 (in the case of the First
Tier  Warrants),  $3.25 (in the case of the Second Tier  Warrants) and $5.50 (in
the case of the Third Tier  Warrants).  The  redemption  price shall be $.01 per
Warrant. The Company and JVWeb, Inc. expect that the Warrants will eventually be
in a registered, book-entry form.

     (b) On the execution of this Agreement, JVWeb issued to the Company a stock
certificate  representing  100,000 shares of JVWeb's common stock ("JVWeb Common
Stock"),  the receipt of which the Company  hereby  acknowledges,  (plus 200,000
options with an exercise price of $0.40 cents a share).  In consideration of the
issuances of the foregoing shares (and options) the Company delivered to JVWeb a
stock  certificate  representing  500,000  shares of Common  Stock and a warrant
agreement (the Warrant Agreement"), a copy of which is attached hereto, creating
1,000,000 Class A Warrants. JVWeb hereby agrees that, promptly after the Company
enters into an  agreement  with a transfer  agent with regard to the creation of
the Warrants,  the Warrant Agreement shall be canceled,  and thus the underlying
Class A Warrants  created  thereby,  and in connection  therewith JVWeb shall be
issued  1,000,000  Class A  Warrants  pursuant  to the  terms  of the  Company's
agreement with its transfer agent.

     (c) In further consideration of JVWeb's issuance of 100,000 shares of JVWeb
Common Stock to the Company and other agreements  contained herein,  the Company
has granted to JVWeb,  pursuant to a stock option agreement,  a copy of which is
attached  hereto as an exhibit (the "Option  Agreement"),  an option to purchase
500,000  shares of Common  Stock at  per-share  exercise  prices of:  125,000 at
$0.10, 125,000 at $0.25, 125,000 at $0.50, and 125,000 at $0.75.

     (d) The  Company  hereby  agrees to grant from time to time  hereafter,  to
persons  believed  to be  important  to the success of the  Company's  business,
options to purchase up to 2,000,000 shares of Common Stock at per-share exercise
prices  of  $.10.  Such  options  shall be  granted  pursuant  to  stock  option
agreements in forms akin to the Option Agreement.

     (e) The  Company  hereby  agrees  to issue to Keith J.  Mckenzie.,  200,000
shares  of  Common  Stock  as a  finder's  fee  for  arranging  certain  of  the
transactions  provided for by this Agreement.  The Company hereby further agrees
to include such 200,000 shares in any registration  pursuant to Section 4 below.
(Consider  registering  these  immediately  following  as a second  registration
relative to whether Keith would need a broker/deler license).

         3.       Securities Representations and Warranties.

     (a) JVWeb,  Inc.  hereby  represents and warrants to the Company that it is
familiar with the business and financial condition,  properties,  operations and
prospects  of the  Company,  it has  been  given  full  access  to all  material
information  concerning the condition,  properties,  operations and prospects of
the Company,  it has had an opportunity to ask such questions of, and to receive
such  information  from,  the  Company  as it  has  desired  and to  obtain  any
additional  information  necessary to verify the accuracy of the information and
data  received,  and it is  satisfied  that  there  is no  material  information
concerning the condition,  properties,  operations and prospects of the Company,
of which it is unaware; JVWeb, Inc. has such knowledge,  skill and experience in
business,  financial and investment  matters so that it is capable of evaluating
the merits and risks of an  acquisition  of its shares of Common  Stock;  JVWeb,
Inc. has reviewed its financial  condition and  commitments  and that,  based on
such review,  it is satisfied  that it (a) has adequate  means of providing  for
contingencies,  (b) has no present or contemplated future need to dispose of all
or any of its  shares  of  Common  Stock to  satisfy  existing  or  contemplated
undertakings, needs or indebtedness, (c) is capable of bearing the economic risk
of the  ownership  of the  shares  of  Common  Stock to be  issued to it for the
indefinite  future,  and (d) has  assets  or  sources  of  income  which,  taken
together,  are more than sufficient so that it could bear the loss of the entire
value of the shares of Common Stock being issued to it; JVWeb, Inc. is acquiring
its shares of Common Stock solely for its own beneficial account, for investment
purposes,  and not  with a view  to,  or for  resale  in  connection  with,  any
distribution of its shares of Common Stock;  JVWeb,  Inc.  understands  that its
shares of Common Stock have not been registered under the Securities Act of 1933
(the  "Act") or any state  securities  laws and  therefore  its shares of Common
Stock are  "restricted"  under such laws until such time as they are registered;
and JVWeb,  Inc.  has not  offered  or sold any  portion of its shares of Common
Stock and has no present  intention of  reselling or otherwise  disposing of any
portion of its shares of Common Stock either currently or after the passage of a
fixed or determinable period of time or upon the occurrence or non-occurrence of
any predetermined event or circumstance (other than the registration thereof).

     (b) The Company hereby  represents  and warrants to JVWeb,  Inc. that it is
familiar with the business and financial condition,  properties,  operations and
prospects  of  JVWeb,  Inc.,  it has been  given  full  access  to all  material
information  concerning the condition,  properties,  operations and prospects of
JVWEb,  Inc., it has had an opportunity to ask such questions of, and to receive
such  information  from,  JVWeb,  Inc.  as it  has  desired  and to  obtain  any
additional  information  necessary to verify the accuracy of the information and
data  received,  and it is  satisfied  that  there  is no  material  information
concerning the condition,  properties,  operations and prospects of JVWeb, Inc.,
of which it is unaware;The  Company has such knowledge,  skill and experience in
business,  financial and investment  matters so that it is capable of evaluating
the  merits  and risks of an  acquisition  of its  shares of  JVWeb,  Inc.;  The
Company. has reviewed its financial condition and commitments and that, based on
such review,  it is satisfied  that it (a)has  adequate  means of providing for
contingencies,  (b)has no present or contemplated future need to dispose of all
or any of its  shares  of  Common  Stock to  satisfy  existing  or  contemplated
undertakings, needs or indebtedness, (c)is capable of bearing the economic risk
of the  ownership  of the  shares  of  Common  Stock to be  issued to it for the
indefinite  future,  and  (d)has  assets  or  sources  of income  which,  taken
together,  are more than sufficient so that it could bear the loss of the entire
value of the shares of Common Stock being issued to it; The Company is acquiring
its shares of Common Stock solely for its own beneficial account, for investment
purposes,  and not  with a view  to,  or for  resale  in  connection  with,  any
distribution  of its shares of Common Stock;  The Company  understands  that its
shares of Common Stock have not been registered under the Securities Act of 1933
(the  "Act") or any state  securities  laws and  therefore  its shares of Common
Stock are  "restricted"  under such laws until such time as they are registered;
and The  Company  has not  offered  or sold any  portion of its shares of Common
Stock and has no present  intention of  reselling or otherwise  disposing of any
portion of its shares of Common Stock either currently or after the passage of a
fixed or determinable period of time or upon the occurrence or non-occurrence of
any predetermined event or circumstance (other than the registration thereof).

         4.       Securities Registration.

     Within six months after the date of this Agreement,  the Company shall file
a  registration  statement  to register the Dividend  with the  Commission.  The
Dividend  shall consist of 250,000 of the shares of Common Stock issued and sold
to JVWeb,  Inc.  pursuant  hereto and all  (Aren't  the first tier  warrants  at
1,000,000?)  500,000 of the First Tier Warrants  issued and sold to JVWeb,  Inc.
pursuant hereto. (IF it is 1,000,000,  then this appropriately  creates a 1 to 4
ratio of stock to  warrants).  In the event of such  registration,  the  Company
shall use its best efforts to qualify such shares of Common Stock and First Tier
Warrants under the securities  laws for each state for which an exemption is not
available  and  qualification  is required,  unless the cost and expense of such
qualification  outweighs the benefit of  qualification.  In connection  with any
registration  undertaken  pursuant  to this  Section 4,  JVWeb,  Inc.  shall use
reasonable efforts to cooperate with the Company and will furnish to the Company
and in writing such  information,  as shall be reasonably  necessary in order to
assure  compliance with federal and applicable  state securities laws pertaining
to disclosure and otherwise,  with respect to the Dividend.  JVWeb shall advance
on behalf of the Company registration  expenses for legal fees, accounting fees,
filing fees and printing charges in connection with any registration  undertaken
pursuant to this  Section 5 up to $35,000 and  corporate  updating  expenses for
legal fees up to $2,000.  The Company  shall be  obligated to repay to JVWeb all
amounts advanced pursuant to the preceding sentence once this Agreement has been
terminated  pursuant  to  Section  9 below or once  more than 50% of the Class A
Warrants have been exercised, whichever occurs first.

         5.       Spin-Off.

     As soon as possible after the  registration  statement  filed in connection
with any  registration  undertaken  pursuant  to  Section  4 above  is  declared
effective,   JVWeb,   Inc.   shall  declare  and  effect  the  Dividend  to  its
stockholders.  In this  connection,  JVWeb,  Inc.  shall  deliver to each of its
stockholders   receiving  the  registered   shares  of  Common  Stock  an  stock
certificate  representing the shares of Common Stock that such stockholder is to
receive  (unlegended  except to the extent necessary to implement the agreements
described in Section 6 below) and a notification  that such stockholder now owns
the number of First Tier Warrants that such  stockholder is to receive,  as well
as a copy  of the  prospectus  comprising  part  of the  registration  statement
declared effective during the course of any registration  undertaken pursuant to
Section 4.

         6.       Lock-Up Agreement.

     In  connection  with  the  execution  of  this  Agreement,  Greg  Micek  (a
significant stockholder of JVWeb, Inc.) entered into a certain agreement, a copy
of which is attached hereto as an exhibit,  in which he agreed that he would not
sell any Common Stock received by him in connection with the Dividend until four
weeks after public  trading  commenced in the Common Stock and then he would not
sell in any three-month  period a number of shares  exceeding the average weekly
reported  volume of trading in the Common Stock for the four weeks most recently
completed at the time at which any sale is being contemplated.

         7.       Web Hosting Agreement.

     In connection  with the execution of this  Agreement,  the Company  entered
into a certain web  hosting  agreement  with JVWeb,  a copy of which is attached
hereto as an exhibit.

         8.       Right of First Refusal Regarding Web Development Work.

     In further consideration of JVWeb's issuance of 100,000 shares (and 200,000
options) of JVWeb  Common  Stock to the Company and other  agreements  contained
herein, whenever the Company needs web development services, JVWeb will be given
priority to provide these  services.  Whenever the Company needs web development
services  and  before  the  Company  enters  into  negotiations  with any  other
provider,  the  Company  shall  contact  JVWeb  and  give to  JVWeb  a  detailed
description of the services needed and the Company's functionality requirements,
expectations and time frame.  JVWeb and the Company shall then negotiate in good
faith the terms, provisions and conditions upon which JVWeb shall provide to the
Company the web development  services. If after good faith efforts JVWeb and the
Company are unable to agree upon the terms, provisions and conditions upon which
JVWeb  shall  provide  to the  Company  the web  development  services  within a
reasonable time frame, the Company may solicit another qualified  provider.  All
terms,  provisions and conditions for the web development  services  provided by
JVWeb to the Company shall be memorialized in a written agreement.

         9.       Termination.

     If the  registration  statement  under  which  shares of  Common  Stock are
registered  pursuant to Section 5 is not  declared  effective  within six months
after the date of this  Agreement  through  no breach of this  Agreement  by the
Company,  or if (prior to the effectiveness of such registration  statement) the
Company  elects to  terminate  this  Agreement  (which  may be done so by giving
written notice to JVWeb),  this Agreement shall,  except as hereafter  provided,
become null and void,  and the parties  hereto  shall be relieved of any further
duties,  obligations  and  responsibilities  with  respect  to  this  Agreement.
Notwithstanding the preceding, the Company shall be obligated,  immediately upon
the termination of this Agreement  pursuant to the preceding,  to repay to JVWeb
all  amounts  advance to the  Company  pursuant  Section 4 above.  However,  the
Company  shall be entitled to retain the 100,000  shares of JVWeb  Common  Stock
(and 200,000  options)  issued  pursuant to Section 3(b).  Upon repayment of the
advances made pursuant to Section 5 above, JVWeb shall be obligated to return to
the Company the Warrant  Agreement and the Option  Agreement  for  cancellation.
However,  JVWeb shall be entitled to retain the 500,000  shares of Common  Stock
issued and sold to JVWeb pursuant to this Agreement.  Moreover,  notwithstanding
the termination of this Agreement,  the agreements  described in Section 7 and 8
and the indemnification  provisions of Section 10 shall remain in full force and
effect for two years after the date of termination.

         10.    General Indemnification.

     (a) All  representations and warranties made herein by a party hereto shall
survive all transactions provided for or contemplated herein, including, without
limitation,  the issuance and sale of Units to JVWeb, Inc., the Dividend and the
termination of this Agreement.

     (b) The Company  shall  protect,  indemnify and hold JVWeb,  Inc.,  and its
officers,   directors,   shareholders,    attorneys,   accountants,   employees,
affiliates,  successors and assigns,  harmless 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 the Company in this Agreement.

     (c) JVWeb,  Inc.  shall  protect,  indemnify and hold the Company,  and its
officers,   directors,   shareholders,    attorneys,   accountants,   employees,
affiliates,  successors and assigns,  harmless 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 JVWeb, Inc. in this Agreement.

         11.   Securities Indemnification.

     (a) The Company  shall  protect,  indemnify and hold JVWeb,  Inc.,  and its
officers,   directors,   shareholders,    attorneys,   accountants,   employees,
affiliates,  successors and assigns,  harmless from any and all demands, claims,
actions, causes of actions, lawsuits,  proceedings,  investigations,  judgments,
losses,  damages,  injuries,  liabilities,   obligations,   expenses  and  costs
(including  costs of litigation  and attorneys'  fees),  arising out of or based
upon (a) any untrue  statement or alleged untrue  statement of any material fact
contained in or incorporated by reference into the registration  statement under
which the  shares of Common  Stock are  registered  pursuant  to  Section 4, any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement  thereto,  (b) the omission or alleged omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading, or (c) any material violation by the Company of any rule
or regulation  promulgated  under Act  applicable to the Company and relating to
action or  inaction  by the Company in  connection  with any such  registration;
provided,  however,  that the Company  will not be liable in the case of (a) and
(b)  above  if and to the  extent  that  the  event  otherwise  giving  rise  to
indemnification  arises out of or is based upon an untrue  statement  or alleged
untrue  statement  or  omission  or alleged  omission  made in  conformity  with
information  furnished  by a person  otherwise  entitled to  indemnification  in
writing  specifically  for use in the  registration  statement or  prospectus or
information  contained in a writing that has been  expressly  approved or deemed
approved by a person otherwise entitled to indemnification.

     (b) JVWeb,  Inc.  shall  protect,  indemnify  and hold the  Company and its
officers,   directors,   shareholders,    attorneys,   accountants,   employees,
affiliates,  successors and assigns,  harmless from any and all demands, claims,
actions, causes of actions, lawsuits,  proceedings,  investigations,  judgments,
losses,  damages,  injuries,  liabilities,   obligations,   expenses  and  costs
(including  costs of litigation  and attorneys'  fees),  arising out of or based
upon (a) any untrue  statement or alleged untrue  statement of any material fact
contained in or incorporated by reference into the registration  statement under
which  shares  of  Common  Stock  are  registered  pursuant  to  Section  4, any
preliminary  prospectus or final prospectus  contained therein, or any amendment
or supplement  thereto,  (b) the omission or alleged omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading, or (c) any material violation by JVWeb, Inc. of any rule
or regulation  promulgated  under the Act applicable to JVWeb, Inc. and relating
to action or inaction by JVWeb,  Inc. in connection with any such  registration;
provided,  however,  that JVWeb, Inc. shall be liable in the case of (a) and (b)
above only if and to the extent that the event  giving  rise to  indemnification
arises out of or is based upon an untrue  statement or alleged untrue  statement
or omission or alleged omission made in conformity with information furnished by
JVWeb,  Inc. in writing  specifically for use in the  registration  statement or
prospectus  or  information  contained  in a  writing  that has  been  expressly
approved or deemed approved by JVWeb, Inc..

     (c) Promptly after receipt by an indemnified party under this Section 11 of
notice of the threat or  commencement  of any  action,  such  indemnified  party
shall, if a claim in respect thereof is to be made against an indemnifying party
hereunder,  notify  each such  indemnifying  party in writing  thereof,  but the
omission  so to notify an  indemnifying  party  shall  not  relieve  it from any
liability  which it may have to any  indemnified  party to the  extent  that the
indemnifying party is not prejudice as a result thereof. In case any such action
shall  be  brought  against  any  indemnified  party  and  it  shall  notify  an
indemnifying party of the commencement  thereof, the indemnifying party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with  counsel  reasonably  satisfactory  to such
indemnified  party,  and,  after  notice  from  the  indemnifying  party to such
indemnified  party of its  election  so to  assume  and  undertake  the  defense
thereof,  the indemnifying  party shall not be liable to such indemnified  party
under  this  Section 11 for any legal  expenses  subsequently  incurred  by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of  investigation  and of  liaison  with  counsel  so  elected;  provided,
however,  that, if the defendants in any such action include both an indemnified
party and an  indemnifying  party and the related  indemnified  party shall have
reasonably concluded that there may be reasonable defenses available to it which
are different from or additional to those available to the indemnifying party or
if the interests of the indemnified party reasonably may be believed to conflict
with the interests of the indemnifying  party, the indemnified  party shall have
the right to select  separate  counsel  and to assume  such legal  defenses  and
otherwise to  participate  in the defense of such action,  with the expenses and
fees of such separate counsel and other expenses  related to such  participation
to be reimbursed by the indemnifying  party as incurred.  No indemnifying  party
will be subject to any liability for any settlement  made without  consent which
shall not be unreasonably  withheld.  No indemnifying  party will consent to the
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
indemnified  party of a release from all liability with respect to such claim or
litigation.

         12.      General.

     (a)  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.

     (b) Any  controversy  arising out of or relating to this  Agreement  or any
modification or extension thereof, including any claims for breach, for damages,
and/or for recession or reformation,  shall be settled by binding arbitration in
Harris  County,  Texas  according to the rules and  regulations  of the American
Arbitration Association, Commercial Arbitration Rules.

     (c) This  Agreement  contains  the entire  understanding  among the parties
hereto with respect to the subject  matter hereof and  supersedes  all prior and
contemporaneous  agreements  and  understandings,  inducements,  or  conditions,
express or implied, oral or written, except as herein contained.  This Agreement
may not be modified or amended  other than by an agreement in writing  signed by
all parties affected.


     (d)  The  express  terms  hereof   control  and  supersede  any  course  of
performance and/or usage of the trade inconsistent with any of the terms hereof.
The section  headings in this Agreement are for  convenience  only; they form no
part of this Agreement and shall not affect its interpretation.

     (e) This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together constitute one and
the same instrument.

     (f) The  parties  hereto  hereby  agree that time is of the essence for all
purposes of this Agreement.

     (g) Any notices to be given hereunder by any party to the other parties may
be effected either by personal  delivery in writing,  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.

     (h) All  obligations of the Company and all agreements  made herein for the
benefit of the Company shall become effective immediately upon the formation and
organization of the Company.  The person signing this Agreement on behalf of the
Company shall use reasonable efforts to cause the Company to be formed. Upon the
formation  of the  Company,  such person  shall have no further  obligations  or
liability  pertaining  to the Company or this  Agreement  except as is expressly
agreed to by such person in writing.

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

LINKSXPRESS.COM, INC.               JVWEB, INC.
a Colorado corporation                      a Delaware corporation


By:________________________________  By:_________________________________
         Ian Scott Moncrieff,                                 Greg Micek,
         Chief Executive Officer                     Chief Executive Officer

         Address:                                             Address:
         625 Howe Street, Suite 402                  5444 Westheimer, Suite 2080
         Vancouver, B.C.  V6C-2T6                    Houston, Texas 77094