EXHIBIT 10.13

                            MASTER SERVICES AGREEMENT

         This MASTER SERVICES AGREEMENT ("Agreement"), is entered into effective
March , 1999 (the  "Effective  Date"),  by and between  JVWeb,  Inc., a Delaware
corporation, having a principal place of business at 5444 Westheimer Road, Suite
2080,  Houston,  TX 77056  ("JVWeb"),  and  Lernout & Hauspie  Speech  Products,
S.A./N.V., a corporation organized under the laws of Belgium, having a principal
place of business at Sint-Krispijnstraat 7, 8900 Ieper, Belgium ("L&H").

1.       SERVICES.

(a)  Work  Orders..  JVWeb  may wish to have L&H  perform  services  for it as a
subcontractor  from time to time in connection with services that JVWeb provides
for its customers (the "Customers"). Such services shall be documented in a Work
Order signed by authorized representatives of both parties. For purposes of this
Agreement, "Services" shall mean the services performed under a Work Order. Each
Work Order  shall  become  part of this  Agreement  upon its  execution  by both
parties.

(b) General Nature of Services. The Services will consist of Web page design and
maintenance  services and related crisis services,  each as further described on
Exhibits A-C and in the applicable Work Order.

(c)  Conduct of  Services.  All work shall be  performed  in a  workmanlike  and
professional manner to JVWeb's reasonable  satisfaction,  in conformity with the
applicable performance standards on Exhibit A, and in any applicable Work Order,
and any  materials  provided  shall  be  free  from  defects  in  materials  and
workmanship.  Any nonconformity with the foregoing  standards shall be corrected
by L&H at its expense. All work product delivered to JVWeb or the Customer shall
be free from any and all liens or encumbrances at the time of delivery.  Time is
of the essence in the performance of the Services.

(d)  Commencement  and Progress of Work.  L&H agrees to commence the work on the
date specified in the Work Order and to perform all work  diligently  thereafter
to completion.  Except as otherwise provided in Exhibit C or the applicable Work
Order,  if, in the opinion of JVWeb,  L&H is not meeting the deadlines set forth
in the Work Order, JVWeb may give L&H notice in writing allowing L&H forty-eight
(48) hours within  which to supply  necessary  services  and material  described
therein  to meet the Work Order  deadlines.  Should L&H fail or refuse to comply
with the  written  request,  JVWeb  may  terminate  this  Agreement  and/or  the
applicable  Work Order pursuant to the provisions in Section 6. If the Customer,
at any time,  orders JVWeb to suspend work,  JVWeb may order L&H to suspend work
until such time as JVWeb directs L&H to proceed.  This Agreement shall remain in
effect during the period of suspension or delay and JVWeb shall not be liable to
L&H  therefor.  L&H waives any right to make any claim against JVWeb or Customer
for any delay in its  commencement  or progress,  suspension or  interruption in
said work,  whether  caused by JVWeb,  Customer,  governmental  agencies,  other
subcontractors or suppliers or any other party.

(e) Method of Performing Services.  L&H will determine the method,  details, and
means of performing  the work to be carried out for JVWeb under each Work Order.
JVWeb shall have no right to, and shall not, control the manner or determine the
method of accomplishing  such work. JVWeb may, however,  require L&H's personnel
to  observe  at all times  the  security  and  safety  policies  of JVWeb or the
Customer for whom L&H is  performing  the  Services  under the  applicable  Work
Order. In addition, JVWeb shall be entitled to exercise a broad general power of
supervision  and  control  over the results of work  performed  by L&H to ensure
satisfactory  performance.  This power of supervision shall include the right to
inspect, stop work, make suggestions or recommendations as to the details of the
work, and request modifications to the scope of the Work Order.

(f) Use of  Subcontractors.  L&H may not use any  subcontractor  to perform  the
Services without the prior written  approval of JVWeb.  All such  subcontractors
must  agree in  writing  to be  bound by this  Agreement  and L&H  shall  remain
responsible for all work performed by its subcontractors

(g)  Assignment of  Personnel.  JVWeb may interview the personnel L&H assigns to
JVWeb's work. L&H personnel may also be subject to security  investigation,  and
may be rejected or removed from a project upon request by JVWeb, with or without
cause.

(h) Changes.  No charges shall be made for any extra work or changes unless such
changes are approved in advance by an authorized representative of JVWeb. If any
change, alteration,  deviation or extra work is performed,  whether requested by
Customer or not, without the prior written  approval by JVWeb,  JVWeb shall have
no liability or  responsibility  for the work performed or any expenses incurred
or payments  sought in  connection  with such change,  deviation,  alteration or
extra work. L&H acknowledges  that this provision may not be waived orally or by
course of  dealing  or  conduct of the  parties.  If a Change  Order  results in
reducing the amount or cost of the work described in the Work Order, JVWeb shall
be entitled to a  corresponding  credit in the  amounts  payable  under the Work
Order.

(i)  Reporting.  The general  manager of each party who is  responsible  for the
performance of the Services is identified on Exhibit A. In addition,  each party
may designate a project  manager under an individual  Work Order for purposes of
reporting on the day-to-day performance of the Services. Each party shall direct
communications  relating  to the  Services  or an  individual  Work Order to the
appropriate  designated  manager of the other party. JVWeb and L&H shall develop
appropriate  administrative  procedures for  performance of the Services and for
progress reporting.

(j) Place of Work.  L&H's personnel will determine the appropriate  location for
the performance of the Services.  JVWeb agrees to provide  reasonable  access to
its  facilities to permit L&H or its personnel in order to perform  Services and
will use  diligent  efforts to obtain  such  consent,  when  required,  from the
Customers.

(k) Workplace  Requirements.  L&H agrees to observe JVWeb's and Customer's rules
and policies  relating to security of, access to, and use of the  premises,  and
relating to the safety and health of personnel.

(l) Loaned  Materials.  Any  documents,  tools,  equipment,  or other  materials
supplied to L&H by JVWeb are for use in performing the Services only and must be
returned in the same condition supplied (reasonable wear and tear excepted) upon
completion  or  termination  . L&H shall not remove  from  JVWeb' or  Customer's
premises  any  property  of JVWeb or  Customer,  including,  but not limited to,
proprietary or  confidential  information,  without the prior written consent of
JVWeb.

(m) Most Favored Customer. L&H will offer the Services to JVWeb and provide such
Services at the lowest price that L&H charges any  purchaser of its services for
the same or  comparable  services.  Not more  frequently  than annually and upon
reasonable advance notice,  JVWeb shall have the right to audit L&H's records in
order to confirm its  compliance  with this  provision.  Such  auditor  shall be
independent and bound by the provisions of Section 4 (Confidential  Information)
hereof and shall be reasonably acceptable to L&H. JVWeb shall be responsible for
all costs associated with said audit unless the audit discloses a breach of this
provision, in which event L&H shall be responsible for the audit costs.

(n) Exclusivity. During the term of this Agreement, L&H will perform Services in
the United  States (or under  agreements  originating  within the United  States
regardless of where the Services are performed)  exclusively through JVWeb. This
provision  shall  apply  only to the  Services  and  shall  not  apply to speech
recognition  products  or  any  related  services  offered  by L&H or any of its
affiliated entities.

2.       PRICES, CONSIDERATION AND PAYMENT TERMS.

(a)  Prices.  Attached to Exhibit A as Schedule  A-1 is a list  summarizing  the
prices that L&H charges for its  services as of the  Effective  Date.  Except as
otherwise  provided on the applicable Work Order, L&H will charge and JVWeb will
pay  the  prices  stated  on  Schedule  A-1  for the  Services.  Subject  to the
limitation  in Section  1(m),  L&H may change the prices  listed on Schedule A-1
upon not less than sixty (60) days written  notice to JVWeb,  provided  that any
increase in prices shall not be effective with respect to any  outstanding  Work
Order  which  does  not  permit  JVWeb to pass  such  increases  through  to its
Customer.

(b)  Consideration.  In  consideration  of the  Services,  JVWeb will pay L&H as
follows:

(i)  General  Web Page  Design and  Maintenance  Services.  With  respect to any
     Services  other than  Crisis  Services  which are  performed  in the United
     States  or  under  an  agreement  which  originates  in the  United  States
     (regardless  of where the Web site is  located  or where the  services  are
     actually  performed),  JVWeb will pay L&H the amount  specified in Schedule
     A-1 to Exhibit A or the price to which the parties  otherwise  agree in the
     individual Work Order.

(ii) Crisis Services. With respect to any Crisis Services which are performed in
the United  States or under an agreement  which  originates in the United States
(regardless  of where the Web site is located or where the services are actually
performed),  JVWeb will pay L&H fifty  percent  (50%) of the gross  revenue that
JVWeb receives for Crisis Services performed under agreements originating in the
United States (regardless of where the Web site is located or where the services
are actually performed).

(iii)  Hosting  Services.  In addition  to the  compensation  that L&H  receives
directly in connection with the performance of the Services,  JVWeb will pay L&H
fifty  percent  (50%) of all profits  that it receives  in  connection  with its
performance  of Web site hosting  services  for any  Customer who also  receives
Services from L&H.

(c)      Payment Terms.

(i)  Payment by Invoice.  For  Services  other than  Crisis  Services or for any
     other  expenses or services for which L&H claims  payment,  L&H will submit
     invoices to JVWeb not more frequently than biweekly. Such invoices shall be
     for the costs  incurred  since  the prior  invoice  and shall  indicate  in
     reasonable  detail the basis for the claim for payment.  Subject to Section
     10 (c),  payment in full for any  undisputed  invoice is due within  thirty
     (30) days of the date of such invoice.

(ii) Quarterly Payment for Crisis Services.  JVWeb will make payments to L&H for
     Crisis  Services for which JVWeb has received  revenue during each calendar
     quarter within thirty (30) days after the close of such quarter. JVWeb will
     include  with such  payment a report  indicating  the basis for  payment in
     reasonable detail such that L&H can independently  calculate the amount due
     for that period.

(d)  Expenses. Subject to payment by JVWeb of those costs and expenses which are
     made  part of a Work  Order,  L&H  shall be  responsible  for all costs and
     expenses  incident to the  performance  of  Services,  including  all costs
     incurred by L&H to do business.

3.       TREATMENT OF L&H PERSONNEL

(a) Compensation of L&H Personnel.  L&H shall be solely  responsible for payment
of  compensation to its personnel.  L&H shall pay and report,  for all personnel
assigned to JVWeb's  work,  federal  and state  income tax  withholding,  social
security  taxes,  and  unemployment  insurance  applicable to such  personnel as
employees  of  L&H.  L&H  shall  bear  sole  responsibility  for any  health  or
disability insurance, retirement benefits, or other welfare or pension benefits,
if any,  to  which  such  personnel  may be  entitled.  L&H  agrees  to  defend,
indemnify,  and  hold  harmless  JVWeb  and  each of its  Customers,  and  their
respective officers, directors,  employees and agents, and the administrators of
their respective  benefit plans,  from and against any claims,  liabilities,  or
expenses  relating to such  compensation,  tax,  insurance,  or benefit matters;
provided that JVWeb shall (1) promptly notify L&H of each such claim when and as
it comes to  JVWeb's  attention;  (2)  cooperate  with  L&H in the  defense  and
resolution of such claim; and (3) not settle or otherwise  dispose of such claim
without  L&H's  prior  written  consent,  such  consent  not to be  unreasonably
withheld.

(b)  Workers'  Compensation.  Notwithstanding any other workers' compensation or
     insurance policies maintained by JVWeb or its Customers,  L&H shall procure
     and  maintain  workers'   compensation  coverage  sufficient  to  meet  the
     statutory requirements of every state in which L&H personnel are engaged in
     JVWeb's work.

(c)  L&H  Agreements  With  Personnel.  L&H shall  obtain and maintain in effect
     written  agreements  with each of its personnel who  participate  in any of
     JVWeb's work under any Work Order.  Such  agreements  shall  contain  terms
     sufficient  for L&H to comply with all  provisions of this  Agreement,  and
     shall  confirm  that such  personnel  shall have no status as  employees of
     JVWeb and no claim under any JVWeb benefit plan.

(d)  State and  Federal  Taxes.  As neither  L&H nor its  personnel  are JVWeb's
     employees,  JVWeb shall not take any action or provide L&H's personnel with
     any benefits or commitments  inconsistent  with any of such undertakings by
     L&H. In particular, JVWeb will not (1) withhold FICA (Social Security) from
     L&H's  payments,   (2)  make  state  or  federal   unemployment   insurance
     contributions  on behalf of L&H or its  personnel,  (3) withhold  state and
     federal  income tax from  payment  to L&H,  (4) make  disability  insurance
     contributions  on  behalf  of  L&H,  or (5)  obtain  workers'  compensation
     insurance on behalf of L&H or its personnel.

4.       CONFIDENTIALITY

         L&H shall  maintain in strict  confidence,  and shall use and  disclose
only  as  authorized  by  JVWeb,   all  JVWeb  or  Customer   information  of  a
competitively  sensitive or  proprietary  nature that it receives in  connection
with the work performed for JVWeb pursuant to each Work Order. L&H shall require
its  personnel to agree in writing to do likewise.  JVWeb shall take  reasonable
steps to identify for the benefit of L&H and its personnel any  information of a
competitively   sensitive   or   proprietary   nature,    including   by   using
confidentiality   notices  in  written   material   where   appropriate.   These
restrictions  shall  not be  construed  to  apply to (1)  information  generally
available to the public;  (2) information  released by JVWeb  generally  without
restriction;  (3) information  independently developed or acquired by L&H or its
personnel  without reliance in any way on other protected  information of JVWeb;
or (4)  information  approved for the use and disclosure of L&H or its personnel
without  restriction.  Notwithstanding the foregoing  restrictions,  L&H and its
personnel may use and disclose any  information (1) to the extent required by an
order of any court or other governmental authority or (2) as necessary for it or
them to protect their  interest in this  Agreement,  but in each case only after
JVWeb has been so notified and has had the opportunity,  if possible,  to obtain
reasonable protection for such information in connection with such disclosure.

5.       INTELLECTUAL PROPERTY;  OWNERSHIP OF WORK PRODUCT

(a) Ownership of Intellectual  Property and Work Product.  JVWeb, its Customers,
and L&H shall retain all ownership  rights in the materials and the intellectual
property  owned by each of them prior to the  commencement  of the  Services and
nothing herein shall be construed as  constituting  an assignment or transfer of
such rights. With respect to any work product that L&H or its personnel develops
or creates in connection with the  performance of the Services,  all copyrights,
patents,  trade secrets,  or other intellectual  property rights associated with
any ideas, concepts, techniques,  inventions,  processes, or works of authorship
shall belong  exclusively  to JVWeb or its  Customers  and shall,  to the extent
possible,  be  considered  a work made for hire for JVWeb  within the meaning of
Title 17 of the United States Code. L&H automatically  assigns,  and shall cause
its  personnel  automatically  to assign,  at the time of  creation  of the work
product, without any requirement of further consideration,  any right, title, or
interest it or they may have in such work product,  including any  copyrights or
other intellectual  property rights pertaining  thereto.  Upon request of JVWeb,
L&H shall take such further actions,  and shall cause its personnel to take such
further actions,  including execution and delivery of instruments of conveyance,
as may be appropriate to give full and proper effect to such assignment.

(b)  License to L&H  Pre-Existing  Works. To the extent that preexisting work or
     materials  owned or licensed by L&H are included in any work  product,  L&H
     grants  to  JVWeb  or  its  Customer,   as  applicable,   an   irrevocable,
     nonexclusive,  perpetual worldwide,  royalty-free right and license to use,
     execute,  reproduce,  display,  perform,  and  distribute  (internally  and
     externally) copies of, and prepare derivative works based on, such work and
     materials, and the right to authorize others to do any of the foregoing.

(c)  L&H Tools.  Notwithstanding Section 5(a), any routines,  libraries,  tools,
     methodologies,  processes, or technologies created, adapted, or used by L&H
     in its business generally,  including all associated  intellectual property
     rights (collectively, the "Development Tools") shall be and remain the sole
     property of L&H,  and JVWeb or its  Customers  shall have no interest in or
     claim to such Development  Tools except as necessary to exercise its rights
     in the work product.  Subject to the intellectual  property rights of JVWeb
     and/or its  Customers,  nothing in this  Agreement  shall be  construed  to
     preclude L&H from acquiring, developing, marketing, or enhancing for itself
     or others similar  technology  performing the same or similar  functions as
     the technology used or created pursuant to this Agreement.

(d)  Residual  Rights of Personnel.  Notwithstanding  Section 5(a),  L&H and its
     personnel  shall be free to use and  employ its and their  general  skills,
     know-how,  and expertise,  and to use, disclose, and employ any generalized
     ideas, concepts, know-how, methods, techniques, or skills gained or learned
     during  the course of any  assignment,  so long as it or they  acquire  and
     apply  such   information   without   disclosure  of  any  confidential  or
     proprietary   information   of  JVWeb  or  its  Customer  and  without  any
     unauthorized use or disclosure of Work Product.

6.       TERM AND TERMINATION

(a)  Term. The term of this Agreement shall commence on the date set forth above
     and shall continue for a minimum period of three (3) years,  and thereafter
     for as long as JVWeb seeks or obtains services from L&H unless either party
     expressly  terminates  it by not less than sixty  (60) days'  notice to the
     other party.

(b)      Termination.

(i)  Termination  of Work Order by  Customer.  If a Customer  requires  JVWeb to
     terminate the applicable  Work Order without  cause,  it may do so upon ten
     (10) days prior  written  notice,  and in such event JVWeb shall pay to L&H
     the  reasonable  value  of  L&H's  prior  performance,  if  any,  up to the
     termination date, which payment shall be no more than the rate specified in
     the  applicable  Work Order prorated to reflect the percentage of work that
     is completed as of the date of such  termination;  or, if the Work Order is
     performed as a lump-sum contract,  the reasonable value shall be L&H's cost
     of work and  materials to date,  plus ten percent (10) per cent,  but shall
     not exceed the contracted lump sum. In the event of such  termination,  L&H
     shall  not  be  entitled  to  any  payment  for   anticipated   profits  or
     compensation for uncompleted portions of the work hereunder.

(ii) Termination  for  Breach.  In addition to the  foregoing,  if either  party
     defaults in the  performance of any of its material  obligations  under the
     Agreement and the default  remains uncured for a period of thirty (30) days
     after receipt by such party of written notice thereof from the other party,
     then the  injured  party,  in  addition  to any other  rights and  remedies
     available, may terminate the applicable Work Order and/or this Agreement at
     any time by giving notice thereof in writing to the defaulting  party.  Any
     termination by L&H of this Agreement  under this Section  6(b)(iii) will be
     subject to L&H's  obligation to complete  performance  under any Work Order
     where work is in  progress  and where L&H's  cessation  of work would cause
     JVWeb to default under the agreement with a Customer.

(iii)Bankruptcy. Either party may terminate this Agreement in the event that the
     other party files for bankruptcy or becomes an involuntary participant in a
     bankruptcy proceeding,  if such proceedings are not dismissed within ninety
     (90) days after commencement; or such party announces that it has ceased or
     intends to cease to do business.
(iv) Termination  of Work Orders.  JVWeb may, at its sole option,  terminate any
     Work Order, or any portion thereof,  upon thirty (30) days' advance written
     notice.  Upon receipt of such notice,  L&H shall advise JVWeb of the extent
     to which  performance has been completed through such date, and collect and
     deliver to JVWeb whatever work product then exists in the manner  requested
     by JVWeb.  L&H  shall be paid for all work  performed  through  the date of
     termination.

(v)  Survival of  Obligations  Upon  Termination.  In addition to any provisions
     which  survive  termination  of this  Agreement  in  accordance  with their
     express terms, all provisions of this Agreement which by their nature would
     be useful to the  interpretation  or the enforcement of rights and remedies
     under this Agreement after its termination shall survive termination.

7.       INDEMNITY

(a)  Generally.  To the  fullest  extent  permitted  by law,  L&H shall  defend,
indemnify and hold harmless JVWeb and the Customer  (including their affiliates,
parents and  subsidiaries  and their agents,  officers and  employees)  from and
against all claims,  damages,  loss and  expenses  (including  attorney's  fees)
arising out of or  resulting  from the  performance  or  nonperformance  of this
Agreement  (including  any  Exhibit or Work  Order) by L&H,  including,  but not
limited  to, any action  alleging a breach of  warranty  (express or implied) or
defect or negligence or poor  workmanship  relating to work performed by L&H, or
not  performed  by L&H where the work  should  have been  performed  by L&H;  or
alleging  failure to comply with  applicable  laws,  regulations and ordinances,
including,  without limitation,  any fines, penalties or corrective measures; or
alleging  that any  Services or work product  that L&H  provides  infringes  any
patent,  copyright,  trade secret, trademark, or any other intellectual property
or proprietary right.

(b)  No Limitation  of Liability  for Suits by Employees.  In any and all claims
     against  JVWeb or the Customer  (including  their  affiliates,  parents and
     subsidiaries  and their agents,  officers and employees) by L&H's direct or
     indirect  employees  or  anyone  for  whose  acts L&H may be  liable  under
     worker's  compensation  acts,  disability  benefit  acts or other  employee
     benefit acts,  the  indemnification  obligation in Section 7.1 shall not be
     limited  in any  way  with  respect  to the  amount  or  type  of  damages,
     compensation or benefits payable by or for L&H under such acts.

(c)  Procedure. Upon becoming aware of any claim, action or proceeding involving
     an indemnification  obligation by L&H hereunder, JVWeb will promptly notify
     L&H of such claim, action or proceeding and will give L&H full and complete
     authority to defend and/or settle the matter.  L&H shall not be responsible
     for any compromise made by JVWeb without the prior written consent of L&H.

          In any  instance  where the outcome of a claim of  infringement  of an
intellectual  property  right is a finding  of  infringement  and the use of the
material is enjoined,  or if, in the opinion of L&H,  such material is likely to
become the subject of a valid claim of  infringement,  L&H, at its own  election
and at its own  expense  shall  (a)  procure  for  JVWeb  (or the  Customer,  as
applicable) the right to continue using the allegedly infringing  material;  (b)
modify the  material so that it becomes  non-infringing  while still  conforming
with  any  applicable  specifications;   or  (c)  replace  such  materials  with
non-infringing materials which still conform with any applicable specifications.
If L&H cannot  comply with any of the  foregoing  measures,  L&H will  reimburse
JVWeb for the materials in such amount as adequately compensates it.

8.       ASSURANCES

(a)  No Conflict. As of the Effective Date, L&H does not, and during the term of
     hereof,  L&H will not have any  obligations to any third party that will in
     any way limit or restrict its ability to perform its  obligations  to JVWeb
     and the Customers hereunder.  L&H agrees that it will not disclose to JVWeb
     or any Customer, or make use in the performance of any work hereunder,  any
     trade secrets, or other proprietary  information of any third party, unless
     L&H may do so without L&H, JVWeb, or the Customer  incurring any obligation
     (past  or  future)  to  such  third  party  for  such  work  or any  future
     application thereof.

(b)  No Solicitation.  During the term of this Agreement and for a period of six
     (6)  months  thereafter,  L&H shall not,  either  directly  or  indirectly,
     solicit,  entice,  or  persuade  any  employees  of JVWeb or a Customer  to
     terminate their employment with JVWeb (or the Customer) for any reason.

(c)  Customers.  L&H shall not,  without the prior written  consent of JVWeb, at
     any time during or for the period of six (6) months immediately following a
     JVWeb sales lead or Customer  bid proposal or the final  completion  of the
     work resulting from a JVWeb sales lead or Customer bid proposal  (whichever
     is later) either on its own behalf or on behalf of any other person,  firm,
     company or organization directly or indirectly induce or seek to induce any
     Customer or  prospective  Customer  not to do  business,  or to cease doing
     business under any agreement, with JVWeb.

9.       LIMITATION OF LIABILITY

         IN NO EVENT WILL JVWEB BE LIABLE TO L&H FOR ANY DAMAGES FOR DELAY, LOST
PROFITS, OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR IN CONNECTION WITH PERFORMANCE OF THIS AGREEMENT,  EVEN IF IT HAS BEEN
ADVISED  OF THE  POSSIBILITY  OF  SUCH  DAMAGES.  The  foregoing  limitation  of
liability  includes delays that are directly the fault of the Customer or JVWeb,
or any third party.

10.      RELATIONSHIP OF AGREEMENT TO AGREEMENT WITH CUSTOMER

(a)  Customer  Approval of Terms. The parties recognize that Work Orders to this
     Agreement  are  subject to the  approval of the  Customer of  corresponding
     terms in its agreement with JVWeb.

(b) Terms and Conditions of Agreement with Customer. This Agreement incorporates
by  reference,  where  applicable,  all  of the  requirements,  representations,
obligations,  remedies  and  liabilities  that are  imposed  on JVWeb  under its
agreement with the Customer wherever it is reasonably  contemplated or necessary
for such to be imposed on L&H thereunder,  including,  without  limitation,  all
provisions with respect to warranties, termination, default, liquidated damages,
reprocurement costs, audits, delivery,  performance schedules and force majeure,
as well as any other provisions set forth in the applicable  Customer  agreement
to the  extent  they  relate  to  the  services  and  materials  to be  provided
hereunder.   L&H  further  agrees  to  abide  by  the  requirements,   make  the
representations  and accept the  obligations,  remedies and liabilities that are
imposed on JVWeb under such  Customer  agreement,  where it is  contemplated  or
necessary for such to be imposed on a L&H thereunder.  The applicable provisions
shall be set forth in the Work Order.

(c)  Payment Conditioned Upon Receipt of Revenue. Notwithstanding the obligation
     of the  Customer to pay JVWeb for Services  under the  Customer  Agreement,
     under no circumstance shall JVWeb be obligated to pay L&H for such Services
     until it receives payment from Customer therefor.

11.      DISPUTE RESOLUTION

(a) Generally. The parties desire to resolve certain disputes, controversies and
claims arising out of this Agreement without litigation.  Accordingly, except in
the case of (i) a dispute,  controversy or claim relating to a breach or alleged
breach on the part of either party of the  provisions of Section 5, (ii) a suit,
action or proceeding to compel L&H to comply with its  obligations  to indemnify
JVWeb  pursuant  to  Section  7 of this  Agreement  or (iii) a suit,  action  or
proceeding  to  compel  either  party  to  comply  with the  dispute  resolution
procedures  set forth in this Section 11, the parties agree to use the following
alternative  procedure  as  their  sole  remedy  with  respect  to any  dispute,
controversy or claim arising out of or relating to this Agreement or its breach.
The term  "Arbitrable  Dispute"  means any dispute,  controversy  or claim to be
resolved in accordance with the dispute resolution  procedure  specified in this
Section 11.

(b) Informal  Resolution.  At the written  request of a party,  each party shall
appoint a  knowledgeable,  responsible  representative  to meet and negotiate in
good faith to resolve any Arbitrable  Dispute arising under this Agreement.  The
parties  intend that these  negotiations  be  conducted by  nonlawyer,  business
representatives.  The  discussions  shall  be  left  to  the  discretion  of the
representatives.   Upon  agreement,   the   representatives  may  utilize  other
alternative  dispute  resolution  procedures  such as mediation to assist in the
negotiations.  Discussions  and  correspondence  among the  representatives  for
purposes  of these  negotiations  shall be treated as  confidential  information
developed  for  purposes  of  settlement,  shall be exempt  from  discovery  and
production, and shall not be admissible in the arbitration described below or in
any lawsuit without the concurrence of all parties.  Documents  identified in or
provided  with such  communications,  which are not prepared for purposes of the
negotiations,  are not so exempted and may, if otherwise admissible, be admitted
in evidence in the arbitration or lawsuit.

(c)  Arbitration.  If the  negotiations  do not resolve the  Arbitrable  Dispute
within sixty (60) days of the initial written  request,  the Arbitrable  Dispute
shall be submitted to binding arbitration under the Commercial Arbitration Rules
of the American  Arbitration  Association  presided over by a single  arbitrator
selected  pursuant  to those  rules.  A party may demand  such  arbitration,  in
accordance  with the  procedures  set out in those  rules,  at the office of the
American Arbitration  Association closest to the other party. Discovery shall be
controlled  by the  arbitrator  and shall be  permitted to the extent set out in
this Section.  Each party may submit in writing to a party, and that party shall
so respond,  to a maximum of any combination of thirty-five  (35) (none of which
may  have  subparts)  of the  following:  interrogatories,  demands  to  produce
documents  and requests for  admission.  Each party is also entitled to take the
oral  deposition  of up to two (2)  individuals  of  another  party.  Additional
discovery may be permitted upon mutual agreement of the parties. The arbitration
hearing shall be commenced  within sixty (60) days of the demand for arbitration
and the  arbitration  shall  be  held in a  mutually  acceptable  location.  The
arbitrator   shall   control  the   scheduling  so  as  to  process  the  matter
expeditiously.  The parties may submit written briefs. The arbitrator shall rule
on the Arbitrable  Dispute by issuing a written  opinion within thirty (30) days
after the close of hearings. The times specified in this Section may be extended
upon mutual agreement of the parties or by the arbitrator upon a showing of good
cause.  Judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction.

(d) Costs.  Each  party  shall  bear its own cost of these  procedures.  A party
seeking discovery shall reimburse the responding party the cost of production of
documents  (to include  search time and  reproduction  time costs).  The parties
shall  equally  share  the  fees  of the  arbitration  and the  arbitrator.  The
arbitrator may award  attorneys'  fees to the  prevailing  party as set forth in
Section 12 (l).

12.      GENERAL PROVISIONS

(a)  Entire  Agreement of the Parties.  This  Agreement  supersedes  any and all
     agreements, either oral or written, between the parties hereto with respect
     to the subject  matter hereof and contains all the covenants and agreements
     between the parties  with  respect  thereto.  Each party to this  Agreement
     acknowledges that no representations, inducements, promises, or agreements,
     orally  or  otherwise,  have been made by any  party,  or anyone  acting on
     behalf  of any  party,  that  are not  embodied  herein,  and that no other
     agreement,  statement,  or promise not contained in this Agreement shall be
     valid or binding.  Any  modification of or amendment to this Agreement will
     be effective only if it is in writing signed by both parties.

(b)  Governing  Law.  This  Agreement  will  be  governed  by and  construed  in
     accordance  with the laws of the United  States of America and the State of
     Texas as applied to agreements  entered into and fully performed therein by
     residents  thereof.  The parties  hereby exclude the  applicability  of the
     United Nations Convention on Contracts for the International Sale of Goods.

(c)  Jurisdiction and Venue.  L&H hereby submits to the binding  jurisdiction of
     the courts of the State of Texas and the federal courts having jurisdiction
     over  Texas for any  dispute  arising  under  this  Agreement  which may be
     adjudicated in a court of law pursuant to Section 11 hereof and agrees that
     it will not object to venue for any such action in Houston, Texas.

(d)  Order of Precedence. To the extent practicable, this Agreement and any Work
     Order  relating to it are to be  construed  as  supplementing  one another.
     Where a conflict arises which may only be resolved by giving  precedence to
     one document,  the Work Order will govern as to  performance of the parties
     under that Work Order.

(e)  Subcontracting  and Assignment.  L&H agrees that it will not subcontract or
     assign any of the work  hereunder  without  submitting the identity of such
     subcontractor to JVWeb and without  obtaining the prior written approval of
     JVWeb  thereto.  Subject to the foregoing  restrictions,  the provisions of
     this Agreement  shall be binding upon and shall inure to the benefit of the
     heirs,  executors,  administrators,  successors  and  assigns of each party
     hereto.  Any  subcontract by L&H shall include and  incorporate  all of the
     provisions of this Agreement and any applicable  Work Order and the parties
     thereto shall agree to be bound by such provisions.

(f)  Relationship.  L&H  is  an  independent  contractor  of  JVWeb  under  this
Agreement, and nothing contained in this Agreement will be construed to (a) give
either party the power to direct and control the  day-to-day  activities  of the
other, or (b) constitute the parties as partners, joint venturers, co-owners, or
otherwise as participants in a joint or common undertaking.  L&H, its agents and
employees, will have no power or authority to certify,  represent, act on behalf
of, bind,  or otherwise  create or assume any  obligation on behalf of JVWeb for
any purpose  whatsoever.  L&H may not make any representations or certifications
to any governmental body concerning the status of JVWeb. Any representations and
certifications  made by L&H shall be solely  concerning  the status of L&H.  All
financial  obligations  associated with L&H's business are the responsibility of
L&H.  All  agreements   between  L&H  and  its  customers  are  L&H's  exclusive
responsibility.  L&H will be solely responsible for, and will indemnify and hold
JVWeb free and harmless  from, any and all claims,  damages or lawsuits  arising
out of the acts of L&H, its employees, servants, agents, or any of them.

(g)  Severability and Waiver. The partial or complete  invalidity of one of more
     provisions of this  Agreement or the Work Orders to be performed  hereunder
     shall not affect the validity or  continuing  force and effect of any other
     provision.  The  failure  of  either  party to  insist,  in any one or more
     instances,  upon  the  performance  of  any  of  the  terms,  covenants  or
     conditions of this Agreement, or to exercise any right herein, shall not be
     construed as a waiver or relinquishment of such term,  covenant,  condition
     or right as respects further performance.

(h)  Legal Compliance and Approvals. L&H shall perform its obligations hereunder
     in  compliance  with  all  applicable  city,  county,   state  and  federal
     ordinances,  codes,  rules,  laws,  regulations  and  requirements.  L&H is
     responsible for  understanding  and complying with all applicable codes and
     ordinances  and  complying  with  other  requirements  of city  and  county
     agencies and departments.

(i)  No Discrimination.  L&H agrees that in the performance of this Agreement it
     will not discriminate or permit discrimination  against any person or group
     of persons on the grounds of sex, race, color,  religion, or natural origin
     in any manner prohibited by the laws of the United States.

(j)  Construction of Agreement.  This Agreement is the product of negotiation by
     the parties and their  attorneys and shall not be construed  against either
     party as the drafting party.

(k)  Notices. All notices, authorizations,  and requests in connection with this
     Agreement  shall be deemed given (i) five (5) business  days after they are
     deposited with the local national mail of the sender,  first-class  postage
     prepaid;  or (ii) the three  (3)  business  day after  they are sent by air
     express courier; and addressed as follows:
<TABLE>
<CAPTION>

         JVWeb:                                              L&H:

<S>       <C>                                                  <C>
         JVWeb, Inc.                                         Lernout & Hauspie Speech Products, S.A./N.V.
         5444 Westheimer Road                                Sint-Krispijnstraat 7
         Suite 2080                                          8900 Ieper, Belgium
         Houston, TX 77056                                   Attention: Douglas Imre
         Attention: Gregory J. Micek, President

With a copy to:                                              With a copy to:

                                                             Lernout & Hauspie Speech Products, S.A./N.V.
                              Sint-Krispijnstraat 7
                               8900 Ieper, Belgium
                           Attention: Robert Wooliams
</TABLE>

or to such other address as a party may subsequently designate in writing.

(l)  Public   Announcements.   Neither  party  shall  make  public   information
     concerning  the  existence of this  Agreement  or any Work Order  hereunder
     through press  releases or other  disclosures  without the prior review and
     written consent of the other party, which consent shall not be unreasonably
     withheld.   The  terms  of  this  Agreement   shall  at  all  times  remain
     confidential.

(m)  Attorneys'  Fees. In the event of a dispute  arising out of this Agreement,
     the prevailing party shall be entitled to recover its attorneys' fees.

(n)  Insurance.  L&H  shall  at its own  expense  effect  and  maintain  for the
     duration of the Agreement  such insurance as required by any applicable law
     and as appropriate in respect of its obligations under the Agreement.  Such
     insurance  shall  include  third  party  liability   insurance  and,  where
     appropriate, professional indemnity insurance, each with an indemnity limit
     of not less than $1,000,000 for each and every claim.

(o)  Continued  Performance During Disputes.  In the event of any controversy as
     to the duties and rights of the parties under this Agreement,  or under any
     change  order or order for  additional  work  issued  by  JVWeb,  L&H shall
     continue  work,  and  shall  complete  work  under any Work  Order  then in
     progress.

(p)  Force  Majeure.  Neither  party will be liable for any  failure or delay in
     performing any of its obligations under the Agreement that is due to causes
     beyond its reasonable control,  such as acts of God, the public enemy, war,
     strikes,  or  walk-outs,  except that L&H is not excused for any default or
     delay  resulting  from a strike or  walk-out  against L&H as a member of an
     employees  association  or as a result of area wide  bargaining  and is not
     excused for delays  resulting from weather  conditions that can be normally
     anticipated for the area and time of year.

(q)  Parties in Interest.  This Agreement is enforceable  only by L&H and JVWeb.
     The terms of this  Agreement  are not a  contract  or  assurance  regarding
     compensation,  continued employment, or benefit of any kind to any of L&H's
     personnel  assigned  to  JVWeb's  work,  or any  beneficiary  of  any  such
     personnel,  and no such personnel,  or any beneficiary thereof,  shall be a
     third-party beneficiary under or pursuant to the terms of this Agreement.



         IN WITNESS WHEREOF,  the parties have entered into this Agreement as of
the Effective Date.

JV WEB, INC.                       LERNOUT & HAUSPIE SPEECH PRODUCTS, S.A./N..V.



Greg J. Micek, President

                                   Name


                                   Title





<PAGE>


                                    EXHIBIT A

1.  Services.  L&H shall provide the following  services to the  Customers:  (a)
General  Web Page  Design  and  Maintenance  Services.  The Web page  design and
maintenance  services shall include,  without  limitation,  services relating to
business  information  consultancy,  Web page design,  implementation,  testing,
management,  and  maintenance,  as  further  described  in Exhibit B. (b) Crisis
Services.  The Crisis  services  shall include 24/7 crisis  response to Web site
errors meeting the performance and response standards set forth on Exhibit C. 2.
General Performance Specifications.  In addition to any other specifications set
forth in the Agreement or under an applicable  Work Order,  all L&H work product
delivered to JVWeb or the Customer  shall meet the following  requirements:  (a)
The work product, as incorporated into JVWeb's or the Customer's  materials,  as
applicable, will be fully compatible (without modification, loss of performance,
loss of use,  or work or expense on the part of JVWeb)  with  changes to inputs,
outputs, data or other Information in relation to dates arising in the year 2000
and  beyond;  and (b) The  work  product  will  continue  to be free of  defects
appearing one hundred  eighty (180) days of its  acceptance  arising from faulty
design,  workmanship,  materials or L&H negligence; and (c) L&H shall have taken
all  reasonable  steps in the  preparation  and  delivery of the work product to
ensure that the work  product is not  infected by  viruses,  including,  without
limitation,  testing the work product  using the latest  commercially  available
detection software to test the Deliverables and any updates for viruses. For the
purposes of this paragraph "viruses" shall include  "logic-bombs" as they may be
generally understood within the computing industry from time to time. 3.
Managers. (a) JVWeb:
                  [insert contact information here.]
(b)      L&H:
                  [insert contact information here.]

4. L&H Prices. L&H prices are attached hereto as Schedule A-1.



<PAGE>




                                    EXHIBIT B

--------------------------------------------------------------------------------
L&H Bidding and Proposal Procedures
--------------------------------------------------------------------------------
================================================================================
L&H Reference:
================================================================================





Prepared by                L&H

Date                       13 October 1999

Contact                    Bob Woolliams

Tel:                       01473 623232


This document and any information or descriptive matter set out herein is the
confidential and copyright property of L&Hn S.A.C. (a wholly owned subsidiary of
L&H), and must not be loaned, copied, or used for tendering or any other purpose
without prior written permission. (C)



<PAGE>




(C)     Lernout     &     Hauspie     1     Exhibit     B,    page    1    c:\my
documents\word\jvw\10k699\l&hagt.doc

Exhibit B, page 1
c:\my documents\word\jvw\10k699\l&hagt.doc
<TABLE>


<S>                                                                                                   <C>
1.   Executive Summary.................................................................................2


2.   Phase 1 -Business Information Consultancy.........................................................3


3.   Phase 2 -design and build.........................................................................8


4.   Site marketing and launch.........................................................................9


5.   Site management..................................................................................10


6.   Costing..........................................................................................11


7.   Commercial.......................................................................................12


</TABLE>

Executive Summary

         This section would define the  identified  requirements  of the client,
         the solution recommended by L&H, and purpose of the proposal, including
         a brief outline of the two phases (see below).

Phase 1 - Business Information Consultancy

         The purpose of the business information consultancy varies according to
         the scale of the project:  where a client needs to place very  specific
         information   on-line,   it  would  consist   simply  of  a  functional
         requirement capture. Where the project is larger and broader in nature,
         it could include a full range of business information audit activities.


         In all cases the  deliverables  from  Phase 1 will be used to develop a
         detailed scope of supply for Phase 2. Any prices supplied to the client
         for design and build during Phase 1 would be estimated prices.

Define audiences, internal and external

         The purpose of this  activity is to establish who the web-site is aimed
         at, and how the needs of the target  audience  will affect the look and
         feel, functionality and navigation structure.


         This phase would also be used to determine if the web-site was required
         in more than one language, and if so, how the multi-lingual elements of
         the project would be handled.


         The  deliverable  would be a brief,  summary  report,  outlining  L&H's
         understanding of the site's audiences and any multilingual  issues. L&H
         would then request that the client sign off the report, to confirm that
         L&H's understanding of these issues was correct and complete.

Develop branding - look and feel

         The purpose of this  activity is to establish  the  graphical  identity
         that  should be  created  for the  web-site.  It  includes  gaining  an
         understanding  of the client's brand identity and corporate  style, or,
         where no brand exists,  identifying the work that is required to create
         a brand on behalf of the client.


         Once an  understanding  of brand has been  gained,  L&H would  normally
         produce concept visuals, demonstrating the proposed colour scheme, look
         and feel, use of imagery,  etc. L&H would ask that the concept  visuals
         be signed off before the project  progresses.  While some minor  design
         changes are inevitable  following the sign off, the client's  signature
         indicates an acceptance of the general look and feel.







Define roles and responsibilities

         The purpose of defining  roles and  responsibilities  is to ensure that
         when development work starts, key roles have been identified. These may
         include the client,  the client's  representative on technical matters,
         and members of the company  that own  particular  types of  information
         (such as sales information, marketing information, etc.).


         It will also include  defining the roles of the L&H project team - this
         would be especially  important where the project was being developed in
         multiple offices,  or if the project was being developed in conjunction
         with a strategic partner.


         The ultimate  objective would be to ensure that all parties involved in
         the project understand who has ownership of what development processes.
         This allows  effective  project  management.  The deliverable from this
         would be a contact  details list, for  distribution to client staff and
         L&H personnel.  It would briefly  summarise the roles of all designated
         contacts,  their  areas  of  special  responsibilities,   and  for  L&H
         contacts, escalation procedures for dealing with any problems.

Develop publishing model

         The objective  here is to define how the roles  defined above  interact
         with each other.  The result  should be a  publishing  model (a diagram
         depicting a process) that allows both rapid  publishing of information,
         and appropriate oversight for the client and the L&H project manager.


         This diagram  would be delivered in  conjunction  with the contact list
         that is a  deliverable  of the  `Defining  roles and  responsibilities'
         stage.  The client  would be asked to  sign-off  both items to indicate
         their acceptance of the process and the roles of individuals involved.

Audit content

         The objective of this exercise is to establish how much information the
         client  wishes to publish on the  web-site  initially,  and how much of
         this  information  needs to be created / converted  from legacy data or
         paper.  The total  quantity of content  being  published has an obvious
         influence on the price.


         Facts that should be ascertained include:

o        Total quantity of content

o        How much of that content is in existence

o        What form existing content is available in

o        What content has to be created

o        What content has to be converted from legacy data / paper

o        Whether the client requires assistance in creating that content


         The deliverable from this phase is a register of available  content and
         content to be created.  This content  register will act as an important
         document for tracking the progress of the project in Phase 2.


         The client will be asked to sign off the content asset register





         content  creation  register,  including  the  assessment  of the  total
quantity of content to be included in the site.

Develop information structure - define navigation

         The information and navigation structure can be developed following the
         assessment of the quantity of information that will be published on the
         site, and sign-off of look and feel.


         The structure  will be influenced by the audiences  identified  for the
         site, and the content  identified for the site.  The  deliverable  from
         this stage would be a diagram illustrating the way information would be
         structured  within the site,  and how users would move from one section
         to  another.  The  diagram  would  also  indicate  what  quantities  of
         information would be included within each section of the web-site.


         The client  would then be  requested  to  sign-off  the site  structure
diagrams.

Develop functional specification

         There are two crucial technical aspects of developing a web project:

o        Functional specification - this defines what the web-site will do (its
         functionality)

o        Technical specification - this defines how the defined functionality
         will be achieved


         In order to develop the functional  specification,  L&H would work with
         the client to answer a series of  questions,  covering  all  aspects of
         web-site  functionality.  These would  cover a wide  variety of issues,
         including:

o        Target web-browsers (if any)

o        Target screen resolution (if any)

o        Multimedia functionality required (if any)

o        E-commerce functionality required (if any)

o        Dynamic publishing functionality required (if any)

o        Database integration functionality required (if any)

o What editor the client wishes to use to edit the site following  delivery,  if
any (e.g. FrontPage, etc.)

o        What feedback functionality is required, if any (e.g. forms, forums,
         etc.)

o        What search functionality is required (if any)

o    Any other  functionality that the client requires or technologies that they
     would  like  to  see  used  -  this  could  cover   anything  from  digital
     certificates  or  streaming  media  to  integration  with  legacy  database
     systems.


         When all of this  information  had been  gathered,  L&H  would  ask the
         client to sign-off the functional specification - this would be a brief
         description  of what the web-site  will do,  complete with a listing of
         all  functional   information   gathered.   Client  acceptance  of  the
         functional   specification  will  allow  L&H  to  develop  a  technical
         specification (see below).


         L&H would of course provide all assistance to the client in determining
         the functional  specification,  explaining or demonstrating any and all
         issues that might prove problematic.

Technical specification

         The technical  specification  for the web-site is an internal  document
         for use by L&H. The  technical  specification  will be designed to best
         achieve the desired functionality,  using the best and most appropriate
         technologies.


         The technical  specification will be available for the client to see at
         any time.

Develop project plan

         A project plan will be developed,  identifying  the major stages of the
         development, key project dependencies,  milestones and sign-off points,
         and  predicting  a finish  date  for the  project  based on an  assumed
         start-date.


         The client will be asked to sign-off the project plan, indicating their
         acceptance of the timescales, project elements and project dependencies
         involved in developing the project.


         The client  will be asked to sign off on project  deliverables  as they
         are delivered, so that the project can move to the next phase.










Fixed price costing for build and implementation

         Following the completion of all  appropriate  elements for Phase 1, L&H
         would be in a position to submit a detailed  specification for Phase 2.
         This would be developed  into a proposal for the client that included a
         fixed price and a detailed scope of supply for the project.




Phase 2 - design and build
Creation of shell and graphics

         The Phase 1 exercise should have broadly  identified the number of page
         types that will be required (e.g. home page,  first level page,  second
         level page,  etc.).  HTML shells will be created for each of these page
         types.


         This will  demonstrate  the proposed look and feel for the site (use of
         graphics  and  icons,  etc.),  how  the  pages  will  look  and how the
         navigation will work.


         These  shells will be made  available to the client for  comments,  and
         when all design and navigation change requests have been  incorporated,
         the  client  will  be  asked  to sign  them  off.  Significant  changes
         subsequent  to this  sign-off  would be  considered  a variation of the
         project.

Integration of content

         When the HTML  page-types  for the web-site  have been signed off, they
         can be populated with the content that has been provided by the client.
         This includes all page information, associated documents, PDFs, etc.


         L&H will  incorporate  all supplied  content into the HTML shells,  and
incorporate all graphics and downloadable files.

Site testing against target specification

         L&H will test the system  against the target  specification  defined in
         Phase 1. This will include testing the system in all specified browsers
         and screen resolutions.


         When the system has been fully  tested,  and any elements of the system
         that fail to meet the functional  specification have been amended,  the
         client  will  be  asked  to  sign  off  the  system,  indicating  their
         acceptance of the system.


         Following  sign-off,  the system  would be  covered  by L&H's  standard
         28-day warranty, during which period minor errors or technical problems
         would be fixed by L&H (this would not  include the  addition of any new
         content or extra functionality).

Site marketing and launch

         L&H  would  offer  a  variety  of site  marketing  and  launch  support
activities to a client:

Registration with search engines

         L&H would offer to register the site with Internet  search  engines and
         directories.  To take  advantage of this,  the client would be asked to
         submit  keywords,  a brief company  description and contact details for
         the client  that would be used when  registering  the site.  The client
         would  be  asked to  sign-off  these  details,  and to  indicate  their
         understanding  that  L&H  could  in no  way  guarantee  the  subsequent
         performance  of the  search  engines  with  regard to the  web-site  in
         question.


         This  activity  could be  included  within  the  scope  of the  Phase 2
         proposal, or submitted to the client as a separate, costed proposal.

PR and promotion

         L&H have  the  capability  to  provide  various  types  of  support  to
         companies  launching a web-site.  This could  include  advice on public
         relations  and ways of  promoting  the  web-site,  provision of printed
         design   materials   for   employees   or   customers,   or  design  of
         banner-adverts for deployment on the World Wide Web.


         These  activities  could be  included  within  the scope of the Phase 2
         proposal, or submitted to the client as a separate, costed proposal. In
         either  case,  they would be properly  scoped and  costed,  in terms of
         deliverables  or hours of effort,  and a mechanism would be included to
         record customer acceptance once the work had been carried out.

Site management

         L&H  have  the   capability  to  take  full   responsibility   for  the
administration of the web-site following delivery, including:

o        Updating and amending the site

o        Archiving of material on the site

o        Dealing with site design and management related queries generated from
         the site

o        Dissemination of weekly statistics concerning site use, etc.


         Should the client  require  L&H to  maintain  the  web-site,  L&H would
         normally define the expectations,  responsibilities, response times and
         charges  involved in the  maintenance  and support of the web-site in a
         separate,  costed Service Level Agreement,  following the completion of
         Phase 2 of the project (see Appendix A).


         This Service Level Agreement would define  procedures for publishing on
         the web-site, and the roles and responsibilities of the client and L&H.
         It would also define what site usage  statistics  the client  required,
         how frequently these were to be generated and what format they would be
         presented  to the client in. L&H's  charges for the  complete  range of
         services  would  be  presented,  and if L&H  personnel  were to work on
         client  premises,  all issues  pertaining  to that  situation  would be
         considered, and arrangements agreed.


         The client  would be asked to  sign-off  the  Service  Level  Agreement
before site maintenance could begin.




Costing

         L&H are  happy  to break  down  all  charges  for the  purposes  of its
clients. The breakdown can include:

o        How personnel resources have been allocated for the project

o        Daily or hourly rates for different types of personnel

o        Materials expenditure anticipated for a project

o        Costs by phase

o        Costs by activity

o        Overtime rates where applicable


         How these costs would be broken down in an  individual  proposal  would
normally depend on the nature of the project.

Commercial
Intellectual Property

         Subject  to  any  pre-existing  third  party  rights  the  intellectual
         property rights in any project would normally vest with the client.

Validity

         Proposals  are normally  valid for a period of 28 days from the date of
the proposal.

Variance

         L&H reserve the right to submit a variation request if the scope of the
work, as outlined in the proposal, changes.

Part Invoicing

         L&H  reserve  the right to  invoice  on a monthly  basis for  completed
elements of any proposed project.









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                                    EXHIBIT C
                                 CRISIS SERVICES

Performance and response standards.  [To be added]