Memorandum of Agreement
                       made as of 1st day of August, 2002

                                    between:

                                   JVWEB INC.
                          a corporation organized under
                       the laws of the State of Delaware,

                      (herein after called the "Optionor"),

                               of the First Part,

                                  Greg j. micek
                             of the City of Houston
                           in the State of Texas, USA,

                      (herein after called the "Optionee"),

                               of the second part.

         Whereas the board of directors of the Optionor has determined that the
granting of an option to the Optionee to purchase up to 600,000 authorized and
unissued common shares as presently constituted of the Optionor (the "Optioned
Shares"), on the terms and conditions set forth below, is in the best interests
of the Optionor and is security holders;

         Now therefore this agreement witnesses that in consideration of these
premises and of the sum of $10.00 (U.S.) paid by the Optionee to the Optionor
and for other good and valuable consideration (the receipt and sufficiency of
which is hereby acknowledged), it is hereby agreed by and between the parties
hereto as follows:

1.       Grant of Option

1.1      Subject to the receipt of any required shareholder or regulatory
         approvals, the Optionor hereby grants to the Optionee, on the terms and
         conditions hereinafter set forth, an irrevocable option (the "Option")
         to purchase at any time or from time to time during the period
         hereinafter referred to and subject to the provisions of section 2.1,
         all or any part of 600,000 authorized and unissued Shares of the
         Optionor (the said Shares being hereinafter called the "Optioned
         Shares") for a purchase price of $0.50 (U.S.) per Optioned Share.

2.       exercise of option

2.1      The Optionee shall have the right to exercise the Option at any time or
         from time to time with respect to all or any part of 600,000 of the
         Optioned Shares, subject, however, to the vesting dates having been
         attained with respect to the following increments:
           Monthly allotments of 25,000 options per month for twenty-four months

         and/or at any time prior to August 1st, 2007 at 4 p.m. (California) or
         at such earlier time as may be determined in accordance with Section
         2.3, 2.4, 2.5 and Article 4 (the "Expiry Time") and at the Expiry Time
         the Option shall expire and terminate as to such of the Optioned Shares
         in respect of which the Option has not been exercised.

2.2      Subject to the provisions of Article 1 and section 2.1, the Optionee
         shall have the right to exercise the Option at any time or from time to
         time with respect to all or any part of the Optioned Shares. No written
         notice of the Optionee electing to exercise the Option in whole or in
         part shall be necessary, but, payment by or on behalf of the Optionee
         by certified cheque or bank draft payable to or to the order of the
         Corporation at the said price of $0.50 (U.S.) per Optioned Share in
         respect of so many of the Optioned Shares as the Optionee shall from
         time to time determine to take up and purchase, shall be an exercise
         pro tanto of the Option hereby granted.

         Upon each such exercise of the Option, the Optionor shall cause the
         Corporation's registrar and transfer agent to deliver forthwith to the
         Optionee at 5444 Westheimer, Suite 2080, Houston, Texas 77056, a
         definitive certificate or certificates registered in the name of the
         Optionee, or as the Optionee may otherwise direct in writing,
         representing in the aggregate such number of the Optioned Shares as the
         Optionee shall have then paid for.

2.3      In the event of the death of the Optionee on or prior to the Expiry
         Date, provided that at the time of such death the Optionee was either a
         director, officer, employee or service provider of the Optionor, the
         Option may be exercised as to all or any of the Optioned Shares in
         respect of which the Optionee would have been entitled to exercise the
         Option hereunder at the time of his or her death, as if he or she had
         survived, by the legal representatives of the Optionee at any time up
         to and including, but not after, that date which is 90 days following
         the date of death of the Optionee or prior to the close of business on
         the Expiry Date, whichever is earlier.

2.4      In the event the Optionee is discharged with cause as an employee or
         officer of the Optionor prior to the Expiry Date, the Option and this
         agreement shall in all respects forthwith cease and terminate and be of
         not further force or effect whatsoever as to such of the Optioned
         Shares in respect of which the Option had not previously been
         exercised, upon notice of such resignation being received by the
         Optionor, or upon notice of such discharge being given by the Optionor
         to the Optionee. For the purpose of this agreement, the determination
         by the Optionor shall be binding upon the Optionee.

2.5      In the event of the termination of employment of the Optionee (either
         as an employee or officer) by the Optionor other than in the
         circumstances referred to in Sections 2.4 or 2.5 above or the Optionee
         ceases to be a director or service provider of the Optionor, the
         Optionee may exercise the Option to the extent that the Optionee was
         entitled to do so at the time of such termination or employment at any
         time up to and including, but not after, that date which is 30 days
         following such date, or prior to the close of business on the Expiry
         Date, whichever is earlier. Not withstanding the foregoing, this
         Section 2.5 is not applicable to the termination of employment of the
         Optionee if the Optionee was, at the time of termination, a director of
         the Optionor.

3.       Termination of option by optionee

3.1      Notwithstanding anything herein provided, the Optionee may at any time,
         in its sole discretion, terminate the Option by notice in writing
         mailed by first class registered mail, postage prepaid, addressed to,
         or by notice in writing delivered to, the Optionor at 1630 East Shaw
         Avenue, Suite 192, Fresno, California, U.S.A. 93710, or sent by
         telecopy to the Optionor, and forthwith upon mailing, delivery or
         telecopy of any such notice in writing, and notwithstanding that any
         such notice in writing may not have been received by the Optionee, the
         Option shall forthwith expire and terminate as to such of the Optioned
         Shares in respect of which the Option has not been exercised.

4.       Optionee not required to exercise the option

4.1      Nothing herein contained or done pursuant hereto shall obligate the
         Optionee to purchase and/or pay for, or the Optionor to issue, any
         Optioned Shares except those Optioned Shares in respect of which the
         Optionee shall have exercised it Option to purchase hereunder in the
         manner hereinbefore provided.

5.       change of shares

5.1      In the event of any subdivision or change of the Shares of the Optionor
         at any time prior to the Expiry Time into a greater number of Shares,
         the Optionor shall deliver, in connection with any issue of Optioned
         Shares occurring after the record date of the subdivision or change,
         such additional number of Shares as would have resulted from such
         subdivision or change if such issue of Optioned Shares had been prior
         to the record date of such subdivision or change.

5.2      In the event of any consolidation or change of the Shares of the
         Optionor at any time prior to the Expiry Time into a lesser number of
         Shares, the number of Shares delivered by the Optionor on any exercise
         thereafter of the Option shall be reduced to such number of Shares as
         would have resulted from such consolidation or change if such exercise
         of the Option hereby granted had been prior to the record date of such
         consolidation or change.

5.3      In the event of any reclassification of the shares of the Optionor at
         any time up to the Expiry Time, the number and class of shares
         deliverable by the Optionor on any exercise thereafter of the Option
         hereby granted shall be the number and class of shares as would have
         resulted from such reclassification if the Option hereby granted had
         been exercised prior to the date of such reclassification.

6.       dividends, distributions, etc.

6.1      If the Optionor shall at any time prior to the Expiry Time pay any
         dividend or make any distribution (whether or not payable in shares or
         other securities of the Optionor), or make any payment by way of return
         of capital on or in respect of the Shares, the Optionee shall be
         entitled to receive upon any exercise thereafter of the Option (in
         addition to the number of Optioned Shares that the Optionee otherwise
         would have been entitled to receive on the exercise of the Option) such
         additional number of shares or other securities of the appropriate
         class of the Optionor or such capital payment as would have been
         payable on the Shares that would have been issuable on such exercise of
         the Option if they had been outstanding on the record date for payment
         of such dividend or distribution or capital payment, and the Optionor
         covenants and agrees that in the event of the payment of any dividend
         or distribution payable in any shares or other securities of the
         Optionor as aforesaid it will reserve and set aside a sufficient number
         of shares or other securities of the appropriate class in which any
         such dividend or distribution shall be payable to enable it to fulfil
         its obligations hereunder.

7.       reservation of optioned shares

7.1      The Optionor covenants that it has duly reserved, set aside and
         allotted the Optioned Shares to and in favour of the Optionee, its
         successors and assigns, and that upon the exercise of the Option in
         accordance with the terms hereof and payment of the said price as
         aforesaid, the Optioned Shares in respect of which the Optionee shall
         have duly taken up and paid for hereunder shall be duly issued and
         outstanding as fully paid and non-assessable.

8.       general

8.1      Time shall be of the essence of this agreement.

8.2      The Optionee represents and warrants to the Optionor, as a continuing
         representation and warranty that shall be true and correct on the date
         hereof and on each date that the Optionee exercises the Option as if
         made and given on and as of each such date, that the Optionee is
         acquiring the Option and will acquire the Optioned Shares purchased by
         it upon any exercise of the Option as principal.

8.3      The Optionor and the Optionee severally covenant and agree to use their
         respective reasonable best efforts to comply with, satisfy and fulfil
         promptly all conditions and requirements imposed by or arising out of
         legal, regulatory and administrative requirements applicable to the
         grant of the Option hereunder and to the issue of Shares on the
         exercise of the Option.

8.4      This agreement is non-assignable.

8.5      This agreement shall be governed by and construed in accordance with
         the laws of the State of California and the federal laws of the United
         States applicable therein.

8.6      This agreement may be executed by the partied in counterparts and when
         so executed such counterparts shall constitute a single agreement.


         In witness whereof this agreement has been executed by the parties
hereto as of the date first above written.

signed, sealed & delivered )        Optionor
in the presence of:                         )        JVWeb Inc.
                                            )
                                            )
                                            )
                                            ) per:

                                            c/s
Witness                             )       A.S.O
                                            )
                                            )        Optionee
                                            )
                                            )
                                            )
Witness                             )       GREG J. MICEK



<PAGE>




                          notice of exercise of options
                          to purchase common shares of

                                   jvweb INC.

                      pursuant to an option incentive plan



Exercise price for each of the Optioned Shares:                           $0.50

Expiry Date:                                                   August 1st, 2007

Number of Options granted:                                              600,000

Number of Options exercised under this notice:
                                                    --------------------------

Balance of unexercised Options:
                                                    ==========================

Subscription funds submitted ($0.50 x number of Options exercised): $
                                                    --------------------------


Dated this        day of                    , 200

                                                                  jvweb INC.




Purchaser:                                                    per:
                                                                      A.S.O.


                                                              per:
WILLIAM SCIGLIANO                                                     A.S.O.