EX-10.31

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

LOUIS FERRO,                                      Index No.: 605883/99

         Plaintiff,                               Date Purchased: 12/30/99

-against-                                         STIPULATION OF SETTLEMENT

JVWEB, INC. and GREG J. MICEK,

         Defendants.

         Plaintiff Louis Ferro  ("Plaintiff"),  and Defendants  JVWEB,  INC. and
GREG J. MICEK (collectively, the "Defendants"), in consideration of the promises
and mutual covenants contained herein, and other valuable consideration, receipt
of which is hereby acknowledged, hereby stipulate and agree to settle all claims
in the above-referenced action as follows:

         1.       Defendants shall pay $25,000.00 to Plaintiff in accordance
with the following schedule:

         a .$11,500.00 within two (2) days of execution of this Stipulation of
                Settlement,
         b. $5,000.00 within thirty (30) days of execution of this Stipulation
                 of Settlement,
         c. $5,000.00 within sixty (60) days of execution of this Stipulation of
                 Settlement, and
         d. $3,500.00 within ninety (90) days of execution of this Stipulation
                of Settlement.

         2.       All payments pursuant to paragraph one (1) shall be by check
payable to the order of Louis Ferro.

         3.  Defendants  shall  transmit  all  settlement  payments  pursuant to
paragraph one (1) to Penn & Associates,  437 Madison Avenue, Floor 35, New York,
New York 10022.

         4.       Defendants' payments to Plaintiff pursuant to paragraph one
(1) shall total $25,000.00.

         5. Counsel for  Plaintiff and for  Defendants  shall execute and file a
Stipulation of Discontinuance  upon receipt by Penn & Associates of all payments
under and pursuant to paragraph one (1) of this Stipulation of Settlement.

         6. Defendants shall reimburse Plaintiff for all legal fees and expenses
that  Plaintiff  incurs  as a  result  of  Defendants'  failure  to  perform  it
obligations  to Plaintiff in accordance  with the terms of this  Stipulation  of
Settlement.  This Stipulation of Settlement shall be interpreted pursuant to the
laws of the State of New York and may be  enforced in the Courts of the State of
New York.

          7.  The  parties  hereby  agree  not to  disclose  the  terms  of this
Stipulation  of  Settlement  unless  directed  to do so by a court of  competent
jurisdiction.  The  parties  hereto  agree to  refrain  from  making  derogatory
statements about each other.

         8. In  consideration  for the  parties'  obligations  pursuant  to this
Stipulation of  Settlement,  Plaintiff  agrees on behalf of himself,  his heirs,
successors and/or assigns,  to irrevocably release and discharge the Defendants,
their owners,  directors,  officers, and employees, for any debts,  obligations,
claims,  demands,  and/or  judgments  whether  in law  or in  equity,  from  the
beginning of time until the date of execution of this Stipulation of Settlement,
exclusive of any claims against the  Defendants  based upon and/or in connection
with the shares of JVWEB common stock and/or options to purchase shares of stock
that  Plaintiff  owns  and/or  possesses.  In  consideration  for  the  parties'
obligations  pursuant to this  Agreement,  the Defendants,  Defendants'  owners,
directors,  officers, and employees, agree on behalf of themselves, their heirs,
successors and/or assigns,  to irrevocably  release and discharge  Plaintiff for
any debts,  obligations,  claims, demands, and/or judgments whether in law or in
equity,  from  the  beginning  of  time  until  the  date of  execution  of this
Stipulation  of  Settlement.  Plaintiff's  release  of the  Defendants  shall be
without force or effect if the Defendants fail to make all payments to Plaintiff
pursuant to paragraph one (1) of this Stipulation of Settlement.

         9. This Stipulation of Settlement  constitutes the entire understanding
and agreement of the parties hereto.  This  Stipulation of Settlement may not be
modified except by writing signed by all of the parties hereto. This Stipulation
of Settlement shall not be binding unless and until fully-executed  counterparts
thereof have been delivered to each of the parties hereto.  This  Stipulation of
Settlement  shall be a nullity unless  fully-executed  counterparts of same have
been exchanged by the parties hereto by May 5, 2000.

         10.      Plaintiff shall cooperate with Defendants in connection with
Defendants' efforts to obtain payment from AMP3.com for
services rendered.

Dated:            May 5, 2000
                  New York, New York

JVWEB, INC. (Defendant)

By: /s/ Greg J. Micek                                       /s/ Greg J. Micek
    -----------------                                        -----------------
GREG J. MICEK                                                 GREG J. MICEK
(President)                                                         (Defendant)

/s/ Louis A. Ferro
------------------
LOUIS A. FERRO
(Plaintiff)

/s/ Richard D. Lorge                                    /s/ Craig E. Penn, Esq.
--------------------                                     -----------------------
Attorneys for Defendants                                Attorney for Plaintiff
900 Merchants Concourse                                 437 Madison Avenue
Suite 405                                               Floor 35
Westbury, New York 11590                                New York, New York 10022
(516) 228 0393                                                (212) 661 5700


STATE OF NEW YORK          )
                                            )
COUNTY OF NEW YORK                  )

On May 4, 2000  before me, the  undersigned,  personally  appeared  LOUIS  FERRO
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that he executed the same in his  capacity,  and that by his
signature on the instrument,  the individual, or the person upon behalf of which
the individual acted, executed the instrument.

                                                           /s/  Craig Eric Penn
                                                          --------------------
                                             (signature and office of individual
                                                         taking acknowledgment)

STATE OF TEXAS                      )
                                            )
COUNTY OF HARRIS           )

On May 1, 2000 before me, the  undersigned,  personally  appeared  GREG J. MICEK
personally known to me or proved to me on the basis of satisfactory  evidence to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged to me that he executed the same in his capacity,  both individually
and as President of Defendant  JVWEB,  INC.,  and that by his  signatures on the
instrument,  the  individual,  or the person upon behalf of which the individual
acted,  executed the  instrument,  and that such individual made such appearance
before the undersigned in Houston, Texas.

                                                           /s/  Peggy R. Weiser
                                                          --------------------
                                             (signature and office of individual
                                                         taking acknowledgment)