ASSET PURCHASE AGREEMENT AND ASSIGNMENT

         THIS ASSET PURCHASE AGREEMENT AND ASSIGNMENT  ("Agreement") is made and
entered  into  this  _____  day of  May,  2000  by and  between  Steve  Naremore
("Seller"), on the one hand, and eonthestreet.com,  Inc., a Delaware corporation
("Purchaser"),  and  JVWeb,  Inc.,  a  Delaware  corporation  and  the  majority
stockholder of Purchaser (the "Company"), on the other hand.

                                                     RECITALS:

         WHEREAS, Seller is the owner of the entire right, title and interest in
and to the  domain  name  "www.discoverystocks.com"  and  certain  computer  and
related  hardware,  hardware  configurations,  operations  systems  and  related
software,  proprietary  and  other  software  algorithms,  and  other  data  and
facilities  assembled  by Seller  for  purposes  of  developing,  operating  and
maintaining a site on the World Wide Web currently under  development  using the
foregoing  domain name (such site is referred to hereinafter as the "Web Site");
and

         WHEREAS, Seller desires to sell to Purchaser,  and Purchaser desires to
purchase  from  Seller,  full  right,  title and  interest  in and to all of the
personal  property  of every  kind or  nature  assembled  by  Seller  for use in
connection with the operation of the Web Site (the "Assets"), including, without
limitation,  the personal  property that is more fully  described in ARTICLE ONE
below and on Schedules 1.1(a),  1.1(b) and 1.1(c) hereto,  free and clear of any
security  interest,  lien,  mortgage,   encumbrance,  claim,  or  limitation  or
restriction on the transfer thereof, except as set forth on Schedule 2.4 hereto,
all upon the terms, provisions and conditions set forth hereinafter;

                                                     AGREEMENT:

         NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants,
agreements,  representations  and warranties set forth  hereinafter,  $10.00 and
other good and valuable consideration (the receipt,  adequacy and sufficiency of
which each of Seller  and  Purchaser  hereby  acknowledges)  and  subject to the
terms,  provisions and conditions  hereof,  each of Seller and Purchaser  hereby
agrees as follows:

                                                     ARTICLE ONE
                                            SALE AND PURCHASE OF ASSETS

         1.1 Purchase of Assets. In consideration of the purchase price provided
for in Section 1.2 below, Seller does hereby assign,  transfer,  convey and sell
to  Purchaser  (without  any further act or deed except as  otherwise  indicated
herein), full right, title and interest in and to the Assets, and Purchaser does
hereby acquire and receive full right,  title and interest in and to the Assets,
free and clear of any security interest, lien, mortgage,  encumbrance, claim, or
limitation  or  restriction  on the  transfer  thereof,  except  as set forth on
Schedule  2.4 hereto.  The Assets  consist of all  privileges,  rights,  claims,
causes of action, interests,  properties, options and assets associated with the
Web Site of every kind and description  and wherever  located which are intended
for use in  connection  with,  or which are  necessary  to the  conduct  of, the
proposed  operations  and  business  of  the  Web  Site  as  presently  planned,
including, without limitation, all of the following:

                  (a) Any and all  names,  logos,  slogans,  colors,  common law
         rights, state registrations,  federal  registrations,  whether owned or
         not, on primary or secondary  registrations,  in the United  States and
         worldwide,  of, for, or  relating  to the Web Site;  together  with all
         copyright  powers,  rights,  and  benefits  relating to the  foregoing,
         including,  but not  limited to, the right to  produce,  sell,  modify,
         distribute,  license, and copy in full or in part those items described
         above;  all related  trademarks,  trade names,  service  marks,  logos,
         marketing  concepts,  and trade  dress of the  foregoing;  all  rights,
         including  copyright and other  intellectual  property  rights,  in the
         foregoing  and  in  all   advertising,   instructional,   or  technical
         documents, whether printed or computerized,  relating to the foregoing;
         legal  title  and  ownership  or  assignment  of any and  all  Internet
         properties,  including,  but  not  limited  to,  domain  names,  domain
         addresses,  unique  URL's,  and  service  agreements  relating  to  the
         foregoing,    including,    without   limitation,   the   domain   name
         "www.discoverystocks.com";   any  and  all   inventions,   conceptions,
         improvements, enhancements, derivatives, or modifications to any of the
         foregoing made by Seller or his agents hereafter; all rights to enforce
         and/or recover,  for infringement or other legal claims, past, present,
         or future,  against  any third  party,  and any and all rights to apply
         for,  acquire,  or retain the benefit of any patentable  subject matter
         derived  from or  relating  to the  foregoing  (the  items and  matters
         described in this Section 1.1(a)  include,  but are not limited to, all
         of those  items  and  matters  listed  and  described  on the  attached
         Schedule 1.1(a)); and

                  (b) All  federal,  state  and local  permits,  authorizations,
         certificates,   approvals,   registrations,    variances,   exemptions,
         franchises,  rights of other kind and  character  which are required by
         law with  respect to the  proposed  operations  and business of the Web
         Site as it is now planned,  including, but not limited to, all of those
         listed and described on the attached Schedule 1.1(b); and

                  (c)  All   agreements,   contracts,   understandings,   plans,
         obligations,  commitments  and other  documents  which are material to,
         and/or  were  entered  into by Seller  with  respect  to, the  proposed
         operations and business of the Web Site, including, but not limited to,
         all of those listed and described on the attached Schedule 1.1(c); and

                  (d) All books,  records,  papers and  instruments  of whatever
         nature and wherever  located which (i) relate to and/or are utilized in
         the  proposed  operations  or  business  of the Web  Site,  or (ii) are
         required or  necessary  in order for  Purchaser to conduct the proposed
         operations  and  business  of the Web Site  hereafter  in the manner in
         which  it  is  presently  planned,   including,   without   limitation,
         accounting and financial records,  maintenance and production  records,
         operations  and  management  reports,  personnel  and  labor  relations
         records, customer lists, sales records and other customer data relating
         to the proposed operations and business of the Web Site; and

                  (e) All other or additional privileges, rights, claims, causes
         of action,  interests,  properties,  options and assets associated with
         the Web Site of every kind and description  and wherever  located which
         are used or intended for use in connection with, or which are necessary
         to the conduct of, the proposed operations and business of the Web Site
         as presently planned.

         1.2  Purchase  Price.  In  consideration  of the sale of the  Assets to
Purchaser,  the Company  agrees to issue to Seller  200,000 of the shares of the
Company's  common  stock,  $.01  par  value  per  share  (the  "Common  Stock"),
registered  pursuant to the Company's effective  Registration  Statement on Form
SB-2 (Registration No.  333-43379).  The 200,000 shares of Common Stock shall be
delivered in four equal installments  comprised of 50,000 shares each. The first
installment of shares of Common Stock shall be due and  deliverable to Seller on
or  before  the  10th  day  after  the  date of this  Agreement.  Every  30 days
thereafter,  one of the other three installments shall be due and deliverable to
Seller until all four  installments  have been  delivered  to Seller.  The stock
certificates  representing  the Common Stock  issued to Seller  pursuant to this
Section 1.2 shall bear no restrictive legend.

         1.3  Assumed  Liabilities.  Purchaser  hereby  agrees to assume  and be
obligated to pay, perform or discharge only those liabilities that are expressly
set forth on  Schedule  1.3 hereto  (referred  to  hereinafter  as the  "Assumed
Liabilities").  Purchaser  assumes no  obligations,  liabilities and debts other
than the Assumed Liabilities. Seller agrees to pay or perform timely any and all
obligations,  liabilities  and  debts  of  Seller  other  than  for the  Assumed
Liabilities.

         1.4 Consents.  Seller shall use his best efforts to assist in obtaining
any third party consents necessary to contribute the Assets to Purchaser. To the
extent that any of the Assets are not assignable  without the consent of another
party and such  consent has not been  obtained  on or prior to the date  hereof,
such Assets shall not be assigned or attempted to be assigned if such assignment
or  attempted  assignment  would  constitute a breach  thereof.  While Seller is
trying to procure all necessary  consents,  Seller and Purchaser shall cooperate
in any reasonable  arrangements designed to provide to Purchaser the benefits of
any such  Assets,  including  enforcement  at the cost  and for the  account  of
Purchaser  of any and all  rights of Seller  against  the  other  party  thereto
arising out of a cancellation or breach by such other party or otherwise.

                                                     ARTICLE TWO
                                     REPRESENTATIONS, WARRANTIES AND AGREEMENTS
                                                      OF SELLER

         Seller  hereby  represents,  warrants and agrees to and with  Purchaser
that (except as expressly set forth on a disclosure schedule attached hereto and
signed by Purchaser):

         2.1 Capacity to Enter into Agreement.  Seller 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 his
obligations  hereunder  and  thereunder.  When  this  Agreement  and  all  other
agreements,  documents  and  instruments  to be executed by Seller in connection
herewith are executed by Seller and delivered to Purchaser,  this  Agreement and
such other  agreements,  documents and  instruments  will vest in Purchaser full
right,  title and  interest in and to the Assets,  free and clear of any and all
encumbrances,  security  interests,  liens,  charges,  claims,  restrictions  or
limitations,  whatsoever,  by any  person  of any kind,  including  those on the
transfer  thereof,  whether known or unknown,  and will constitute the valid and
binding agreements of Seller enforceable against Seller in accordance with their
respective terms.

         2.2  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Seller is a party or by which  Seller is bound or by which any of the  Assets is
bound or affected,  (b) violate any judgment against, or binding upon, Seller or
the Assets,  or (c) result in the  creation of any lien,  charge or  encumbrance
upon any Assets pursuant to the terms of any such contract.

         2.3 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Seller.

         2.4  Assets.  Seller  has  good  and  indefeasible  title to all of the
Assets,  free  and  clear  of  all  mortgages,   liens,  pledges,   charges,  or
encumbrances  of any  nature  whatsoever,  except  (a)  liens  and  encumbrances
expressly disclosed in Schedule 2.4, and (b) liens for current taxes not yet due
and payable.

         2.5 Contracts.  Schedule 1.1(c)  contains a true,  correct and complete
list of all contracts,  agreements,  commitments  and leases relating to the Web
Site,  whether or not made in the ordinary  course of business,  that either (a)
involve or may involve  aggregate  payments by or to Seller exceeding $5,000 per
year; (b) are not by their terms terminable by Seller without premium or penalty
within 60 or fewer days notice, or (c) otherwise materially adversely affect or,
to the  knowledge of Seller,  might  materially  adversely  affect the financial
condition,  property,  assets,  liabilities (accrued,  absolute,  contingent, or
otherwise),  income or business of the Web Site. Except as set forth on Schedule
2.5 hereto,

         (a)      All leases, contracts,  agreements, arrangement or commitments


         (b)      There is not,  under  any  such  lease,  contract,  agreement,
                  arrangement or commitment, any existing or prospective default
                  or event of  default by Seller or event  which with  notice or
                  lapse of time,  or both  would  constitute  a  default  and in
                  respect  to  which  Seller  has not  taken  adequate  steps to
                  prevent a default  from  occurring;  and, to the  knowledge of
                  Seller, no other party to any such lease, contract, agreement,
                  arrangement or commitment, is in default or breach thereof nor
                  has any  event  occurred  which  with  notice or lapse of time
                  would  constitute  a breach or default  of any of such  lease,
                  contract, agreement, arrangement or commitment.

         2.6      Permits.  Schedule  1.1(b)  contains a true,  correct and
                  complete list of all licenses,  permits and  authorizations
                  -------
relating to the Web Site.  Except as set forth on Schedule 2.6 hereto,

         (a)      Seller holds all licenses, permits and authorizations required
                  to carry on the  proposed  business  of the Web Site,  and all
                  such  licenses,   permits  and   authorizations  are  in  good
                  standing;

         (b)      Seller is in full  compliance  with and not in default or
                  violation  with respect to any term or provision of any of
                  its licenses, permits and authorizations;

         (c)      No notice of pending,  threatened,  or possible  violation  or
                  investigation  in  connection  with,  or loss of, any license,
                  permit,  or  authorization  relating to the Web Site, has been
                  received by Seller;

         (d)      Seller has no  knowledge  that the  issuance of such a notice
                  is being  considered  or of any facts or  circumstances
                  which form the basis for the issuance of such a notice; and

         (e)      No license,  permit,  or  authorization of relating to the Web
                  Site is affected by the  transactions  provided  for herein or
                  contemplated hereby.

         2.7      Intellectual Property.
                  ---------------------

         (a)      "Proprietary  Rights" shall mean all of the following  items
                  owned by or licensed to Seller for the Web Site, and any
                  and all  corresponding  rights that, prior to the date hereof,
                  may be secured by Seller  throughout the world:  (i)
                  patents,  patent  applications,  patent  disclosures  and
                  inventions  (whether or not  patentable and whether or not
                  reduced  to  practice)  and  any  reissue,  continuation,
                  continuation-in-part,  division,  revision,  extension  or
                  reexamination  thereof; (ii) trademarks,  service marks, trade
                  dress, logos, trade names and corporate names together
                  with all goodwill  associated  therewith,  copyrights
                  registered or unregistered  and  copyrightable  works and mask
                  works;  (iii) all  registrations,  applications  and  renewals
                  for any of the  foregoing;  (iv)  trade  secrets  and
                  confidential information (including, without limitation,
                  ideas, formulae,  compositions,  know-how, manufacturing and
                  production processes and techniques, research and development
                  information, drawings, specifications,  designs, plans,
                  proposals,  technical  data,  financial,  business and
                  marketing  plans,  and customer and supplier lists and related
                  information);  (v) computer software and software systems
                  (including, without limitation, data, databases and related
                  documentation);  (vi) Internet properties,  including, but not
                  limited to, domain names, addresses,  unique URL's and
                  service  agreements;  (vii) other  proprietary  rights;
                  (viii) licenses or other agreements to or from third parties
                  regarding the foregoing;  and (ix) all copies and tangible
                  embodiments of the foregoing (in whatever form or medium),
                  in each case including, without limitation, the items set
                  forth on Schedule 1.1(a).

         (b)      Schedule 1.1(a) sets forth a complete and correct list of: (i)
                  all patented or registered  Proprietary Rights and all pending
                  patent  applications or other applications for registration of
                  Proprietary  rights owned,  filed or used by Seller,  (ii) all
                  trade names and unregistered  trademarks used by Seller, (iii)
                  all unregistered copyrights, mask works, and computer software
                  owned or used by  Seller,  and (iv) all  licenses  or  similar
                  agreements or  arrangements  to which Seller is a party either
                  as licensee or licensor for the Proprietary Rights.

(c)  Except as set forth in Schedule  1.1(a),  (i) Seller owns and possesses all
     right,  title and interest in and to, or has a valid and enforceable  right
     to use, each of the Proprietary  Rights free and clear of all liens, and no
     claim by any third party  contesting the validity,  enforceability,  use or
     ownership  of any of the  Proprietary  Rights has been made,  is  currently
     outstanding or to Seller's  knowledge is threatened,  (ii) the  Proprietary
     Rights comprise all proprietary  rights  necessary for the operation of the
     proposed business of the Web Site as currently  planned,  (iii) the loss or
     expiration of any Proprietary Right or related group of Proprietary  Rights
     has not and would not result in a material  adverse  affect on the proposed
     business of the Web Site,  and no such loss or  expiration is threatened or
     pending,  (iv) Seller has not  received any notices of, nor is Seller aware
     of  any  facts  which  indicate  a  likelihood  of,  any   infringement  or
     misappropriation  by, or conflict with, any third party with respect to any
     Proprietary Right including, without limitation, any demand or request that
     Seller  license  rights from a third party,  (v) Seller has not  infringed,
     misappropriated or otherwise  conflicted with any proprietary rights of any
     third   parties   and   Sellers   are  not   aware  of  any   infringement,
     misappropriation  or conflict which shall occur as a result of the proposed
     operation of the business of the Web Site as  currently  planned,  and (vi)
     the Proprietary Rights owned or licensed to Seller have not been infringed,
     misappropriated  or conflicted by any third party. In addition,  Seller has
     and is passing  on to  Purchaser  all rights to use the name and  trademark
     "www.discoverystocks.com"  for use in connection with the proposed business
     of the Web Site. In addition,  Seller represents that Purchaser may use the
     content  currently and  previously  featured on the Web Site as a guide for
     further use and Purchaser can copy the format of such content.

         (d)      All of the  Proprietary  Rights  are or shall be owned  by, or
                  licensed to, Seller  immediately  prior to the consummation of
                  the  transactions   provided  for  herein.   The  transactions
                  contemplated by this Agreement shall have no adverse effect on
                  Seller's  right,  title  and  interest  in  and  to any of the
                  Proprietary Rights.  Seller has not disclosed any of his trade
                  secrets or confidential information pertaining to the Web Site
                  and existing at the date of this  Agreement to any third party
                  other than  pursuant to a written  confidentiality  agreement.
                  Seller has taken all other commercially  reasonable actions to
                  maintain and protect the Proprietary Rights.

         (e)      As of the date  hereof,  Purchaser  is entitled to all income,
                  royalties,  damages  and  payments  relating  to  any  of  the
                  Proprietary  Rights  due or  payable  to Seller as of the date
                  hereof   or  at  any  time   hereafter,   including,   without
                  limitation,  damages and payments for past,  present or future
                  infringements or  misappropriations of any Proprietary Rights,
                  and the right to sue and  recover  for past  infringements  or
                  misappropriations of any Proprietary Rights.

         2.8  Litigation.   There  is  no  pending  suit,   action,   or  legal,
administrative,  arbitration,  or other proceeding or governmental investigation
to which Seller is a party or which adversely  affects or might adversely affect
the proposed  business of the Web Site.  Seller is not subject to any  judgment,
order, writ, injunction, decree, or award applicable to the proposed business of
the Web Site of any court or other  governmental  instrumentality or arbitrator.
There is no action, suit,  proceeding,  or claim pending or, to the knowledge of
Seller,  threatened  against  Seller by  persons  not a party to this  Agreement
wherein an unfavorable  decision,  ruling,  or finding would render  unlawful or
otherwise adversely affect the consummation of the transactions  contemplated by
this Agreement.

         2.9 Compliance  with Law.  Seller is not in violation of, or in default
with respect to, or in alleged  violation of or alleged default with respect to,
any applicable law, rule, regulation, permit, or any writ or decree of any court
or any governmental  commission,  board,  bureau,  agency,  or  instrumentality,
including without limitation, any laws, ordinances, rules, regulations, permits,
or orders  relating to the  proposed  business of the Web Site,  or the business
operations  and  practices,  health and safety,  and  employment  practices with
respect to the Web Site.  Seller is not  delinquent  with  respect to any report
required to be filed with any governmental commission, board, bureau, agency, or
instrumentality,  or with any trade  association or  certification  organization
that has in the past  certified  or endorsed  the  proposed  business of the Web
Site.  Seller is not delinquent with respect to any reports  required by private
covenants or agreements with respect to the Web Site.

         2.11     Successor  Liability.  Purchaser will have no successor
liability for any liability of Seller (relating to any taxes
                  --------------------
or otherwise) as a result of Purchaser's acquisition of the Assets.

         2.11 Finder's Fees; Certain Expenses. All negotiations relative to this
Agreement  and the  transactions  contemplated  hereby  have been  carried on by
Seller,  and his counsel  directly with  Purchaser and its counsel,  without the
intervention of any other person as the result of any act of any of them, and as
far as is known to Seller,  without the intervention of any other person in such
manner as to give rise to any valid claim against any of the parties  hereto for
a brokerage commission, finder's fee, or any similar payment.

         2.12 Untrue  Statements.  This  Agreement,  the  schedules and exhibits
hereto,  and all other documents and information  furnished by any Seller or his
representatives  pursuant  hereto or in  connection  herewith do not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made herein and therein not misleading or otherwise.

                                                    ARTICLE THREE
                                    REPRESENTATIONS, WARRANTIES, AND AGREEMENTS
                                                    OF PURCHASER

         Purchaser hereby represents,  warrants,  and agrees to and with Seller,
that:

         3.1      Organization and Standing of Purchaser.  Purchaser is a
corporation  duly organized,  validly  existing,  and in good
                  --------------------------------------
standing under the laws of the state of Delaware.

         3.2 Capacity to Enter into Agreement.  Purchaser has full right,  power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection herewith and perform such
its or his obligations  hereunder and thereunder.  The execution and delivery by
Purchaser of this Agreement and all other agreements,  documents and instruments
to be executed by Purchaser in connection  herewith have been  authorized by all
necessary  corporate  action by  Purchaser.  When this  Agreement  and all other
agreements,  documents and instruments to be executed by Purchaser in connection
herewith are executed by Purchaser and delivered to  Purchaser,  this  Agreement
and such other  agreements,  documents and instruments will constitute the valid
and  binding  agreements  of  Purchaser  or  enforceable  against  Purchaser  in
accordance with their respective terms.

         3.3  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Purchaser  is a party or by  which  Purchaser  is  bound or by which  any of the
assets of Purchaser is bound or affected,  (b) violate any judgment against,  or
binding  upon,  Purchaser  or upon the  assets of  Purchaser,  (c) result in the
creation  of any  lien,  charge or  encumbrance  upon any  assets  of  Purchaser
pursuant to the terms of any such contract,  or (d) violate any provision in the
charter  documents,  bylaws or any other agreement  affecting the governance and
control of Purchaser.

         3.4 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Purchaser.

         3.5 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of Purchaser, threatened against Purchaser by persons not a
party to this Agreement  wherein an  unfavorable  decision,  ruling,  or finding
would render  unlawful or otherwise  adversely  affect the  consummation  of the
transactions contemplated by this Agreement.

         3.6 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated  hereby  have been  carried on by  Purchaser  and its
counsel directly with Seller,  and his counsel,  without the intervention of any
other  person as the result of any act by  Purchaser,  and so far as is known to
Purchaser,  without the  intervention  of any other  person in such manner as to
give rise to any valid claim  against any of the parties  hereto for a brokerage
commission, finders' fee, or any similar payment.

                                                    ARTICLE FOUR
                                                ADDITIONAL AGREEMENTS

         4.1 Further Assurances. Following the date hereof, Seller shall execute
and  deliver  such  other  documents,  and take such  other  actions,  as may be
reasonably  requested by Purchaser to complete the transactions  contemplated by
this Agreement and to perfect in Purchaser title to the Assets.

         4.2 Non-Compete  Agreement.  In order to induce Purchaser to enter into
this Agreement,  Seller agreed to enter into the Non-Compete  Agreement attached
hereto as Exhibit 4.2.

         4.3  Publicity.  The parties  hereto  shall  jointly  prepare any press
release or other public announcement relating to this Agreement, except that the
foregoing  shall not  prevent any party  hereto or any  affiliate  thereof  from
issuing any press release required by applicable law.

                                                    ARTICLE FIVE
                                               SURVIVAL AND INDEMNITY

         5.1   Survival  of   Representations   and   Warranties.   All  of  the
representations  and warranties  made by the parties hereto in this Agreement or
pursuant  hereto,  shall be continuing  and shall survive the closing hereof and
the consummation of the transactions  contemplated  hereby,  notwithstanding any
investigation at any time made by or on behalf of any party hereto.

         5.2 Indemnification by Seller. Seller shall protect, indemnify and hold
harmless  Purchaser,  and  its  stockholders,  directors,  officers,  employees,
agents,  affiliates,  successors and assigns, from any and all demands,  claims,
actions, causes of actions, lawsuits,  proceedings,  judgments, losses, damages,
injuries,  liabilities,  obligations,  expenses  and costs  (including  costs of
litigation  and  attorneys'  fees),  arising  from any breach of any  agreement,
representation or warranty made by any of him in this Agreement.

         5.3  Indemnification by Purchaser.  Purchaser shall protect,  indemnify
and hold harmless Seller,  and his agents,  affiliates,  successors and assigns,
from  any and  all  demands,  claims,  actions,  causes  of  actions,  lawsuits,
proceedings,  judgments,  losses, damages, injuries,  liabilities,  obligations,
expenses and costs (including costs of litigation and attorneys' fees),  arising
from any breach of any agreement,  representation or warranty made by it in this
Agreement.

                                                     ARTICLE SIX
                                                    MISCELLANEOUS

         6.1 Notices.  Any notices,  requests,  demands, or other communications
herein  required  or  permitted  to be  given  shall  be in  writing  and may be
personally served or sent by United States mail and shall be deemed to have been
given if personally  served,  when served,  or if mailed,  when deposited in the
mail and shall be  deemed  to have been  received  if  personally  served,  when
served,  or if mailed at 12:00 noon,  Houston,  Texas time on the third business
day after deposit in the United  States mail with postage  pre-paid by certified
or registered mail and properly addressed.  As used in this Agreement,  the term
"business day" means days other than Saturdays, Sundays, and holidays recognized
by Federal banks.  For purposes of this Agreement,  the addresses of the parties
hereto  shall  be the  addresses  as set  forth on the  signature  pages of this
Agreement until a party subsequently  notifies all other parties in writing of a
change of address.

         6.2  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  and each  such  counterpart  shall  be  deemed  to be an  original
instrument,  but all such counterparts together shall constitute but one and the
same instrument.

         6.3 Amendments and Waivers. This Agreement may be amended, modified, or
superseded only by written instrument executed by all parties hereto. Any waiver
of the terms, provisions, covenants, representations,  warranties, or conditions
hereof shall be made only by a written instrument  executed and delivered by the
party waiving  compliance.  Any waiver granted by a corporate party hereto shall
be effective  only if executed and  delivered  by the chief  executive  officer,
president,  or any vice president of such party. The failure of any party at any
time or times to require  performance of any provision hereof shall in no manner
affect the right to enforce the same.  No waiver by any party of any  condition,
or of the breach of any term, provision, covenant,  representation,  or warranty
contained in this  Agreement in one or more  instances  shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or the  breach  of any  other  term,  provision,
covenant, representation, or warranty.

         6.4      Time of Essence.  Time is of the essence in the performance of
 this Agreement.
                  ---------------

         6.5 Captions.  The captions  contained in this Agreement are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the  meaning  or
interpretation of any Article, Section, or paragraph hereof.

         6.6 Entire  Agreement.  This  Agreement  (including  the  schedules and
exhibits  hereto,  the  Financial  Statements,  and  all  supporting  agreements
referred to herein,  all of which are by this reference fully  incorporated into
this agreement) sets forth the entire agreement and understanding of the parties
with respect to the transactions  contemplated  hereby, and supersedes all prior
agreements,  arrangements,  and  understandings  relating to the subject  matter
hereof.

         6.7 Successors and Assigns.  All of the terms,  provisions,  covenants,
representations,  warranties,  and conditions of this Agreement shall be binding
upon and shall inure to the benefit of and be  enforceable by the parties hereto
and their respective heirs, legal representatives, assigns, and successors.

         6.8 Knowledge,  Gender,  and Certain  References.  A representation  or
statement  made herein to the  knowledge  of any  corporate  party refers to the
knowledge  or belief  of the  companies'  directors,  officers,  and  attorneys,
regardless of whether the  knowledge of such person was obtained  outside of the
course and scope of his  corporate  employment  or  duties,  and  regardless  of
whether any such person's interests are adverse to such entity in respect of the
matters as to which his  knowledge is  attributed.  Whenever from the context it
appears appropriate, each term stated in either the singular or the plural shall
include both the singular and the plural,  and pronouns  stated in the masculine
or the neuter  gender shall include the  masculine,  the feminine and the neuter
gender.  The  terms  "hereof,"  "herein,"  or  "hereunder"  shall  refer to this
Agreement as a whole and not to any particular  Article,  Section,  or paragraph
hereof.

         6.9 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY ITS
TERMS AND BY THE  LOCAL,  INTERNAL  LAWS OF THE STATE OF  DELAWARE.  Each  party
hereto hereby  acknowledges and agrees that he or it has consulted legal counsel
in  connection  with the  negotiation  of this  Agreement  and that he or it has
bargaining  power equal to that of the other parties  hereto in connection  with
the negotiation and execution of this Agreement. Accordingly, the parties hereto
agree  that  the  rule of  contract  construction  that an  agreement  shall  be
construed against the draftsman shall have no application in the construction or
interpretation of this Agreement.

         6.10 Severability. If any term, provision,  covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  shall  remain  in full  force  and  effect  and shall in no way be
affected, impaired, or invalidated.

         6.11 Costs,  Expenses and Fees.  Each party hereto agrees hereby to pay
all costs,  expenses,  and fees  incurred  by him or it in  connection  with the
transactions contemplated hereby, including,  without limitation, all attorneys'
and accountants' fees.

                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


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

"PURCHASER"                                          "SELLER"

EONTHESTREET.COM, INC.



By:  /s  Jordan Ness                                   /s/   Steve Naremore
   --------------------------------------------------  -------------------------
         Jordan Ness, President                               Steve Naremore


Address:_____________________________                Address:___________________

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

"COMPANY"

JVWEB, INC.



By:  /s/ Greg J. Micek
   --------------------------------------------------
         Greg J. Micek, President


Address:_____________________________

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


<PAGE>


                                                     EXHIBIT 4.2

                                                NON-COMPETE AGREEMENT



<PAGE>


                                                   SCHEDULE 1.1(a)

                                                INTELLECTUAL PROPERTY





<PAGE>


                                                   SCHEDULE 1.1(b)

                                                       PERMITS




<PAGE>


                                                   SCHEDULE 1.1(c)

                                                      CONTRACTS