EXHIBIT 10.14

                               EXCHANGE AGREEMENT

         THIS EXCHANGE  AGREEMENT (the  "Agreement") is made and entered into as
of this the 12th day of April, 1999 ("effective  date") by and between AMP3.COM,
LLC, a Texas  limited  liability  company  (the  "Company"),  and JVWeb,  Inc. a
Delaware corporation ("JVWeb").

Recitals:

         WHEREAS,  the  Company  desires  to  issue  and  sell to  JVWeb  shares
representing a five percent (5%) membership  interest in the Company at the time
of issue  ("Interest") in consideration and exchange for an aggregate of 200,000
shares ("Shares") of $.01 par value common stock of JVWeb ("Common Stock"),  and
JVWeb  desires to acquire the Company  Interest in exchange  for issuance of the
Shares by JVWeb, upon the terms, provisions and conditions set forth herein; and

         WHEREAS,  the  Company  and JVWeb  desire to set forth in  writing  the
terms, provisions and conditions pertaining to the sale and issuance of Units to
JVWeb and the exchange and issuance of the Shares to the Company;

Agreement:

         NOW,  THEREFORE,  in consideration of the mutual  agreements  contained
herein,  and other good and valuable  consideration  (the receipt,  adequacy and
sufficiency  of which are hereby  acknowledged  by each of the parties  hereto),
each of the Company and JVWeb hereby agrees as follows:

         1. The Exchange. Subject to the terms and conditions of this Agreement,
at the Closing (i) the Company  shall issue and sell the Interest to JVWeb,  and
JVWeb shall  purchase  and accept the  Interest  from the  Company;  and (ii) in
consideration  and  exchange  for the  Interest  JVWeb  shall issue and sell the
Shares to the Company, and the Company shall purchase and accept the Shares from
JVWeb.

         2.  Closing.  The  purchase,  sale and exchange of the Interest and the
Shares, respectively, shall take place simultaneously with the execution of this
Agreement at the offices of J. Rolfe Johnson,  P.C., 1900 West Loop South, Suite
1174,  Houston,  Texas 77027, at 10:00 am. local time, on April ___, 1999, or at
such other time and place as the Company and JVWeb shall  mutually  agree (which
time and place are  referred  to in this  Agreement  as the  "Closing").  At the
Closing,  the Company shall deliver, or cause to be delivered,  duly executed by
the Company, to JVWeb the following:

                  (a)      This Agreement; and

                  (b)      A certificate  evidencing the Interest in the name of
                           JVWeb;  and  JVWeb  shall  deliver,  or  cause  to be
                           delivered,  duly  executed  as  appropriate,  to  the
                           Company the following:

                  (a)      This Agreement;

                  (b)      A stock certificate evidencing the Shares in the name
                           of the Company; and

                  (c)      An amendment to or counterpart of the Regulations of
                           the Company.

         3.       General Representations and Warranties.

                  (a) JVWeb hereby  represents  and warrants to the Company that
JVWeb has been duly  organized,  is validly  existing and is in good standing in
the jurisdiction in which it was incorporated;  JVWeb 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
JVWeb's obligation hereunder and thereunder; the execution and delivery by JVWeb
of this  Agreement and all other  agreements,  documents and  instruments  to be
executed by JVWeb in connection  herewith have been  authorized by all necessary
corporate  action  by  JVWeb;  when this  Agreement  and all  other  agreements,
documents and  instruments  to be executed by JVWeb in  connection  herewith are
executed by JVWeb and  delivered to the Company,  this  Agreement and such other
agreements,  documents and  instruments  will  constitute  the valid and binding
agreements  of  JVWeb  enforceable   against  JVWeb  in  accordance  with  their
respective  terms;  neither the execution and delivery of this  Agreement or any
other  agreements,  documents  and  instruments  to be  executed  in  connection
herewith nor the consummation of the transactions contemplated hereby or thereby
will (i) 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  JVWeb is a party or by which JVWeb is bound or by which
any of the  assets of JVWeb is bound or  affected,  (ii)  violate  any  judgment
against, or binding upon, JVWeb or upon the assets of JVWeb, (iii) result in the
creation of any lien, charge or encumbrance upon any assets of JVWeb pursuant to
the terms of any such  contract,  or (iv)  violate any  provision in the charter
documents, bylaws or any other agreement affecting the governance and control of
JVWeb;  there  are  no  actions,  suits,  claims  or  legal,  administrative  or
arbitration   proceedings  or  investigations  pending  or  threatened  against,
involving  or  affecting  any of the  assets of JVWeb,  this  Agreement,  or the
transactions  contemplated  hereby, and there are no outstanding orders,  writs,
injunctions or decrees of any court, governmental agency or arbitration tribunal
against,  involving or affecting  any assets of JVWeb,  this  Agreement,  or the
transactions  contemplated hereby; no consent or approval from any person on the
part of JVWeb is required in connection  with the execution and delivery of this
Agreement other than board of director approval of JVWeb, which has already been
obtained;  that JVWeb has delivered to the Company  copies of certain  documents
and  reports  as filed by JVWeb  with the  Securities  and  Exchange  Commission
("Commission") and other disclosure  documents listed and described on Exhibit A
attached  hereto and made a part  hereof;  which  together  provide all material
information  concerning JVWeb and do not omit any material information necessary
to make information  provided not misleading;  that when issued and delivered to
the Company, the Shares shall be duly authorized, validly issued, fully paid and
non-assessable  Shares of Common  Stock of JVWeb;  and the  representations  and
warranties  made  immediately  above and  elsewhere  herein are  material to the
Company and are being relied upon by the Company in connection with its decision
to issue and sell the Interest to JVWeb pursuant to this Agreement.

                  (b) The Company  hereby  represents and warrants to JVWeb that
the Company  has full right,  power and  authority  to execute and deliver  this
Agreement and all other agreements,  documents and instruments to be executed by
the  Company  in  connection  herewith  and  perform  the  Company's  obligation
hereunder and thereunder;  the Company has been duly  organized,  and is validly
existing  and in good  standing as a limited  liability  company in the State of
Texas; the execution and delivery by the Company of this Agreement and all other
agreements,  documents  and  instruments  to  be  executed  by  the  Company  in
connection  herewith have been authorized by all necessary  entity action;  when
this  Agreement  and all  other  agreements,  documents  and  instruments  to be
executed by the Company in  connection  herewith are executed by the Company and
delivered to JVWeb,  this  Agreement  and such other  agreements,  documents and
instruments  will  constitute  the valid and binding  agreements  of the Company
enforceable  against  the Company in  accordance  with their  respective  terms;
neither the  execution and delivery of this  Agreement or any other  agreements,
documents  and  instruments  to be  executed  in  connection  herewith  nor  the
consummation  of the  transactions  contemplated  hereby  or  thereby  will  (i)
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 the Company is a party or by which the Company is bound or by which any
of the assets of the Company is bound or  affected,  (ii)  violate any  judgment
against, or binding upon, the Company or upon the Company's assets, (iii) result
in the creation of any lien,  charge or  encumbrance  upon any of the  Company's
assets pursuant to the terms of any such contract, or (iv) violate any provision
in the charter documents, bylaws or any other agreement affecting the governance
and control of it; there are no actions, suits, claims or legal,  administrative
or arbitration  proceedings  or  investigations  pending or threatened  against,
involving or affecting  any of the  Company's  assets,  this  Agreement,  or the
transactions  contemplated  hereby, and there are no outstanding orders,  writs,
injunctions or decrees of any court, governmental agency or arbitration tribunal
against,  involving or affecting any of the Company's assets, this Agreement, or
the transactions  contemplated hereby; no consent or approval from any person is
required  on the  part of the  Company  in  connection  with the  execution  and
delivery of this  Agreement  other than  approval by the managers and members of
the Company,  which has been obtained; and when issued to JVWeb pursuant to this
Agreement, the Interest shall be duly authorized, validly issued, fully paid and
non-assessable  (except as provided in the  Regulations  of the  Company) at the
time of issue; and the representations and warranties made immediately above and
elsewhere  herein are  material  to JVWeb and are being  relied upon by JVWeb in
connection  with  JVWeb's  decision to purchase  the  Interest  pursuant to this
Agreement.

         4.       Securities Representations and Warranties.

                  (a) JVWeb hereby  represents  and warrants to the Company that
it is familiar with the business and financial condition, properties, operations
and  prospects  of the  Company,  it has been given full access to all  material
information  concerning the condition,  properties,  operations and prospects of
the Company,  it has had an  opportunity to ask such questions of and to receive
such  information  from,  the  Company  as it  has  desired  and to  obtain  any
additional  information  necessary to verify the accuracy of the information and
data  received,  and it is  satisfied  that  there  is no  material  information
concerning the condition,  properties,  operations and prospects of the Company,
of which it is  unaware;  JVWeb  has such  knowledge,  skill and  experience  in
business,  financial and investment  matters so that it is capable of evaluating
the merits and risks of an acquisition of its Shares of Common Stock;  JVWeb has
reviewed its financial condition and commitments and that, based on such review,
it is satisfied that it (i) has adequate  means of providing for  contingencies,
(ii) has no present or contemplated  future need to dispose of all or any of the
Interest  acquired to satisfy  existing or contemplated  undertakings,  needs or
indebtedness,  (iii) is capable of bearing the economic risk of the ownership of
the Interest to be issued to it for the indefinite future, including recognition
of any tax allocations to JVWeb as a member of the Company,  and (iv) has assets
or sources of income which, taken together,  are more than sufficient so that it
could  bear the loss of the entire  value of the  Interest  being  issued to it;
JVWeb is  acquiring  the Interest  solely for its own  beneficial  account,  for
investment  purposes,  and not with a view to, or for resale in connection with,
any  distribution of the Interest;  JVWeb  understands that the Interest has not
been  registered  under  the  Securities  Act of 1933  (the  "Act") or any state
securities  laws and therefore the Interest is and shall be  "restricted"  under
such laws;  JVWeb has not offered or sold any portion of the Interest and has no
present  intention of  reselling  or  otherwise  disposing of any portion of the
Interest either currently or after the passage of a fixed or determinable period
of time or upon the occurrence or non-occurrence  of any predetermined  event or
circumstance; that there is no obligation on the part of the Company to register
the Interest except as provided herein; that there is no market for the Interest
and none is likely to  develop;  and that  transfer  of the  Interest is further
restricted by the terms of the Regulations of the Company.

                  (b) The Company  hereby  represents and warrants to JVWeb that
it has been given  full  access to all  information  concerning  the  condition,
properties,  operations and prospects of JVWeb that it has requested, it has had
an opportunity to ask such  questions of and to receive such  information  from,
JVWeb as it has desired and to obtain any  additional  information  necessary to
verify the accuracy of the information  and data received;  the Company has such
knowledge, skill and experience in business, financial and investment matters so
that it is capable of evaluating  the merits and risks of an  acquisition of its
shares of JVWeb Common Stock;  the Company has reviewed its financial  condition
and commitments and that, based on such review,  it is satisfied that it (i) has
adequate  means  of  providing  for  contingencies,   (ii)  has  no  present  or
contemplated  future need to dispose of all or any of its Shares of JVWeb Common
Stock to satisfy existing or contemplated  undertakings,  needs or indebtedness,
(iii) is capable of bearing the economic  risk of the ownership of the Shares of
JVWeb Common Stock to be issued to it for the  indefinite  future,  and (iv) has
assets or sources of income which,  taken together,  are more than sufficient so
that it could  bear the loss of the entire  value of the Shares of JVWeb  Common
Stock being  issued to it; the Company is  acquiring  its Shares of JVWeb Common
Stock solely for its own beneficial account,  for investment  purposes,  and not
with a view to, or for resale in connection with, any distribution of its Shares
of JVWeb Common Stock;  the Company  understands that its Shares of JVWeb Common
Stock have not been  registered  under the Act or any state  securities laws and
therefore  its Shares of JVWeb  Common  Stock are  "restricted"  under such laws
until such time as they are registered;  and the Company has not offered or sold
any portion of its Shares of JVWeb Common Stock and has no present  intention of
reselling  or  otherwise  disposing of any portion of its shares of JVWeb Common
Stock either currently or after the passage of a fixed or determinable period of
time or upon the  occurrence or  non-occurrence  of any  predetermined  event or
circumstance (other than the registration thereof).

         5.  Securities  Registration.  The following  provisions  set forth the
agreement  and  circumstances  under  which  each  of  the  Company  and  JVWeb,
respectively  (the Company and JVWeb being herein  severally  referred to as the
"Registrant,"  as the case may be),  shall be required  to register  the Company
shares   evidencing   the  Interest  or  the  JVWeb  Shares  of  Common   Stock,
respectively, (the Interest and the Shares being herein severally referred to as
the "Registrable  Securities," as the case may be) with the Commission under the
Act for resale ("registration") by or at the request of JVWeb or the Company, as
holder of the Securities as the case may be (herein respectively  referred to as
the "Holder"):

                  (a) Company  Registration.  If at any time after the effective
date hereof,  the Registrant  shall  determine to register any of its securities
(including any shares evidencing the membership  interests of the Company or any
shares  of Common  Stock of  JVWeb,  or any other  securities  into  which  such
securities may have been or may be converted or exchanged,  collectively  herein
referred  to as  "Securities,"  for its own account or for the account of others
(on Form SB-2, Form S-1 or Form S-3 or any similar form of general applicability
promulgated by the  Commission),  other than a registration  relating  solely to
employee  benefit  plans or a Rule 145  transaction,  or a  registration  on any
registration  form which does not include  substantially the same information as
would be required to be included in a registration  statement  covering the sale
of the Registrable Securities, the Registrant shall:

                   (i) Promptly give to the Holder written notice thereof; and

                  (ii) Use its best efforts to include in such registration (and
                  any  necessary   qualification  under  state  securities  laws
                  reasonably  requested by the Holder),  and in any underwriting
                  involved therein, all the Registrable  Securities specified in
                  a written  request or requests,  made within  twenty (20) days
                  after the mailing of such written notice from the  Registrant,
                  by the Holder.

                  (b) Underwriting.  If the registration of which the Registrant
gives notice is for a registered public offering involving an underwriting, then
the right of any Holder to registration  shall be conditioned upon such Holder's
participation   in  such   underwriting  and  the  inclusion  of  such  Holder's
Registrable Securities in the underwriting . Notwithstanding any other provision
of this Section, if the representative of the underwriters in good faith advises
the  Registrant in writing that  marketing  factors  require a limitation on the
number of shares to be underwritten,  the representative may exclude all or part
of  the  Registrable   Securities  to  be  included  in,  the  registration  and
underwriting.

                  (c) Expenses of  Registration.  The expenses of  registration,
including,  without  limitation,  all  registration  and filing  fees,  printing
expenses,  fees and expenses of counsel for the Registrant  and the Holder,  and
accountants fees incurred in connection with any registration  shall be borne by
the  Registrant.  Holder  shall  bear any  underwriting  discounts  and  selling
expenses applicable to the sale of Registrable Securities of such Holder.
                  (d)  Indemnification  by Holders.  The Holder  shall  protect,
indemnify and hold the Registrant,  and its officers,  directors,  shareholders,
attorneys, accountants,  employees, affiliates, successors and assigns, harmless
from  any and  all  demands,  claims,  actions,  causes  of  actions,  lawsuits,
proceedings, investigations,  judgments, losses, damages, injuries, liabilities,
obligations,  expenses and costs  (including  costs of litigation and attorneys'
fees),  arising out of or based upon (i) any untrue  statement or alleged untrue
statement of any material fact  contained in or  incorporated  by reference into
the   registration   statement  under  which  the  Registrable   Securities  are
registered, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement  thereto,  (ii) the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  or (iii) any material  violation by the
Holder of any rule or regulation  promulgated under Act applicable to the Holder
and  relating to action or inaction  by the Holder in  connection  with any such
registration;  provided,  however,  that the  liability  of the Holder  shall be
limited to  liabilities  arising  solely out of a  misrepresentation  or alleged
misrepresentation with respect to information concerning the Holder furnished in
writing by the Holder  for  inclusion  in the  registration  statement,  and not
otherwise.

                  (e)  Indemnification  by  Registrant.   The  Registrant  shall
protect,   indemnify   and  hold  the  Holder  and  its   officers,   directors,
shareholders,  attorneys,  accountants,  employees,  affiliates,  successors and
assigns,  harmless from any and all demands, claims, actions, causes of actions,
lawsuits,  proceedings,  investigations,  judgments,  losses, damages, injuries,
liabilities,  obligations, expenses and costs (including costs of litigation and
attorneys'  fees),  arising  out of or based  upon (i) any untrue  statement  or
alleged untrue  statement of any material fact contained in or  incorporated  by
reference into the registration statement under which Registrable Securities are
registered, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement  thereto,  (ii) the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading,  or (iii) any  material  violation  by
Registrant of any rule or  regulation  promulgated  under the Act  applicable to
Registrant  and relating to action or inaction by Registrant in connection  with
any  such  registration;  provided,  however,  that  Registrant  shall  have  no
liability to the Holder to the extent that any such liability shall arise solely
out  of  a  misrepresentation  or  alleged  misrepresentation  with  respect  to
information  concerning  the Holder  furnished to  Registrant  by the Holder for
inclusion in the registration statement.

                  (f)  Indemnification  Procedure.  Promptly after receipt by an
indemnified  party of notice of the threat or commencement  of any action,  such
indemnified  party shall, if a claim in respect thereof is to be made against an
indemnifying  party hereunder,  notify each such  indemnifying  party in writing
thereof,  but the omission so to notify an indemnifying  party shall not relieve
it from any liability which it may have to any  indemnified  party to the extent
that the  indemnifying  party is not  prejudice as a result  thereof In case any
such action shall be brought against any  indemnified  party and it shall notify
an indemnifying party of the commencement  thereof, the indemnifying party shall
be entitled to  participate  in and, to the extent it shall wish,  to assume and
undertake  the defense  thereof with  counsel  reasonably  satisfactory  to such
indemnified  party,  and,  after  notice  from  the  indemnifying  party to such
indemnified  party of its  election  so to  assume  and  undertake  the  defense
thereof,  the indemnifying  party shall not be liable to such indemnified  party
for any  legal  expenses  subsequently  incurred  by such  indemnified  party in
connection with the defense thereof other than reasonable costs of investigation
and of  liaison  with  counsel  so  elected;  provided,  however,  that,  if the
defendants  in  any  such  action  include  both  an  indemnified  party  and an
indemnifying  party and the  related  indemnified  party  shall have  reasonably
concluded  that  there  may be  reasonable  defenses  available  to it which are
different from or additional to those available to the indemnifying  party or if
the interests of the  indemnified  party  reasonably may be believed to conflict
with the interests of the indemnifying  party, the indemnified  party shall have
the right to select  separate  counsel  and to assume  such legal  defenses  and
otherwise to  participate  in the defense of such action,  with the expenses and
fees of such separate counsel and other expenses  related to such  participation
to be reimbursed by the indemnifying  party as incurred.  No indemnifying  party
will be subject to any liability for any settlement  made without  consent which
shall not be unreasonably  withheld.  No indemnifying  party will consent to the
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
indemnified  party of a release from all liability with respect to such claim or
litigation.

                  (g) Registrant  Reporting  Obligations.  With a view to making
available the benefits of certain rules and regulations of the Commission  which
may at any time  permit  the sale of the  Registrable  Securities  to the public
without  registration,  including  Rule  144  promulgated  under  the  Act,  the
Registrant agrees to:

                           (i) Use its best  efforts to  facilitate  the sale of
         the Registrable  Securities to the public,  without  registration under
         the Act, pursuant to Rule 144 under the Act;

                  (ii) Use its best efforts to make and keep public  information
         available,  as those terms are understood and defined in Rule 144 under
         the Act at all times;

                  (iii) Use its best  efforts to file with the  Commission  in a
         timely  manner  all  reports  and  other  documents   required  of  the
         Registrant  under the Act and the  Securities  Exchange Act of 1934, as
         amended.

                  (iv)     Take action to enable the Holder to utilize Form S-3
         for the sale of Registrable Securities; and

                  (v) So long as the Holder owns any  Registrable  Securities to
         furnish to the Holder forthwith upon request a written statement by the
         Registrant as to its compliance with the reporting requirements of said
         Rule  144,  and of the Act and the  Exchange  Act,  a copy of the  most
         recent  annual or quarterly  report of the  Registrant,  and such other
         reports  and  documents  so filed by the  Registrant  as the Holder may
         reasonably  request in availing itself of any rule or regulation of the
         Commission  allowing  a  Holder  to sell any  such  securities  without
         registration.

The  Company  shall not have any  obligation  as a  Registrant  pursuant to this
paragraph,  unless and until after the initial  registration  statement has been
duly filed  under the Act or the  Exchange  Act and the  Company  has  otherwise
become subject to the reporting requirements referred to in this paragraph.

                  (h)  Transfer  of  Registration  Rights.  The rights of Holder
hereunder,  including the right to cause the Registrant to register  Registrable
Securities  granted herein, is personal to the Holder and may not be assigned or
otherwise  conveyed by any  Holder,  without  the prior  written  consent of the
Registrant,  except to a successor in interest resulting from  reorganization of
the Holder.

         6.       General Indemnification.

                  (a) All  representations and warranties made herein by a party
hereto shall survive all transactions provided for or contemplated herein.

                  (b) The Company shall protect,  indemnify and hold JVWeb,  and
its  officers,  directors,  shareholders,   attorneys,  accountants,  employees,
affiliates,  successors and assigns,  harmless 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 the Company in this Agreement.

                  (c) JVWeb shall protect,  indemnity and hold the Company,  and
its  officers,  directors,  shareholders,   attorneys,  accountants,  employees,
affiliates,  successors and assigns,  harmless 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 JVWeb in this Agreement.

         7.       General.

                  (a) THIS AGREEMENT AND ALL QUESTIONS RELATING TO ITS VALIDITY,
INTERPRETATION,  PERFORMANCE, AND ENFORCEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

                  (b)  Any  controversy  arising  out  of or  relating  to  this
Agreement or any  modification  or extension  thereof,  including any claims for
breach,  for damages,  and/or for recision or  reformation,  shall be settled by
binding  arbitration  in  Harris  County,  Texas  according  to  the  rules  and
regulations of the American Arbitration Association, Commercial Arbitration
Rules.
                  (c) This Agreement contains the entire understanding among the
parties  hereto with respect to the subject  matter  hereof and  supersedes  all
prior  and  contemporaneous  agreements  and  understandings,   inducements,  or
conditions,  express or implied,  oral or written,  except as herein  contained.
This  Agreement  may not be modified or amended  other than by an  agreement  in
writing signed by all parties affected.

                  (d) The express terms hereof  control and supersede any course
of  performance  and/or  usage of the trade  inconsistent  with any of the terms
hereof.  The section  headings in this Agreement are for convenience  only; they
form no part of this Agreement and shall not affect its interpretation.

                  (e)  This   Agreement   may  be   executed   in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together constitute one and the same instrument.

                  (f)  The  parties  hereto  hereby  agree  that  time is of the
essence for all purposes of this Agreement.

                  (g) Any  notices  to be given  hereunder  by any  party to the
other  parties may be effected  either by  personal  delivery in writing,  or by
mail,  registered or certified,  postage prepaid with return receipt  requested,
addressed to the one or more parties to be notified at the  addresses  set forth
beneath such parties' respective signatures below.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of, though not necessarily on, the effective date.


AMP3.COM, LLC,                                       JVWeb, Inc.,
a Texas limited liability company                    a Delaware corporation



By:______________________________                    By:________________________
     Michael A. Sharp, President                     Greg J. Micek, President

     Address:    1525 Lakeville                      Address:    5444 Westheimer
                 Suite 108                                       Suite 2080
                 Kingwood, Texas 77339               Houston, Texas 77056