THIRD AMENDMENT TO AGREEMENT

         THIS THIRD AMENDMENT TO AGREEMENT made effective as of the 1st day of
May, 2001 between JVWEB, INC., a Delaware corporation with offices at 5444
Westheimer, Suite 2080, Houston, Texas 77056 (the "Company"), and AMERICAN STOCK
TRANSFER & TRUST COMPANY, with offices at 40 Wall Street, New York, New York
10005(the "Warrant Agent").

                                    RECITALS:

         WHEREAS, the Company and Warrant Agent entered into a warrant Agreement
dated December 15, 1997 (the "Agreement"); and

         WHEREAS, the Company and Warrant Agent amended the Agreement for the
first time effective March 31, 1998; and

         WHEREAS, the Company and Warrant Agent amended the Agreement for a
second time effective April 15, 1998; and

         WHEREAS, the Company and Warrant Agent desire to amend the Agreement a
third time upon the terms, provisions and conditions set forth hereinafter;

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of (a) the mutual covenants and
agreements of the Company and Warrant Agent to amend the Agreement, and (b)
other good and valuable consideration (the receipt, sufficiency and adequacy of
the consideration recited in (a) and (b) immediately preceding are hereby
acknowledged and confessed by each party hereto), the Company and Warrant Agent
hereby agree as follows (all undefined, capitalized terms used herein shall have
the meanings assigned to such terms in the Agreement):

         1.       Amendments  to the  Agreement.  The first  sentence of Section
3.02 of the Agreement is hereby to read in its entirety as follows:

         "A Class A Warrant may be exercised only during the period (the "Class
         A Warrant Exercise Period") commencing on the effective date (the
         "Effective Date") of the Registration Statement, and ending at 5:00
         p.m. New York City time on the date which is the earlier of (i) August
         31, 2001, or (ii) the date fixed for redemption of such Class A Warrant
         as provided in Article VI of this Agreement (in each such case, the
         "Class A Warrant Expiration Date")"

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

         IN WITNESS WHEREOF, this Third Amendment to Agreement has been duly
executed by the parties hereto under their respective corporate seals as of the
day and year first above written.

JVWEB, INC.                                          AMERICAN STOCK TRANSFER
                                                     & TRUST COMPANY

By:  /s/ Greg J. Micek                               By:   /s/ Herb Lemmer
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         Greg J. Micek, President                    Herb Lemmer, Vice President