FIRST AMENDMENT TO AGREEMENT

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

                                                      Recitals

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

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

                                                      Agreement

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

         1.       Amendments to the Agreement.

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

                  "4.      Securities Registration.

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

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

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

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

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

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

LINKSXPRESS.COM, INC.                       JVWEB, INC.


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