AGREEMENT

         THIS AGREEMENT (the "Agreement") is made and entered into as of the 1st
day of April, 2000 by and between Jim Neidner  ("Producer") and JVWeb, Inc. (the
"Company").

                                                      RECITALS:

         WHEREAS,  the  Company  desires  to engage  Producer  to provide to the
Company certain services (the "Services") as an executive producer of any radio,
webcast,  television,  video or other media shows  produced by the Company,  and
Producer  is willing  and  desires to be engaged by the  Company to provide  the
Services to the Company,  upon the terms,  provisions  and  conditions set forth
hereinafter; and

         WHEREAS,  the Company and Producer  desire to set forth the terms,
provisions and conditions of Producer's  engagement by the Company;

                                                     AGREEMENTS:

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the receipt,  adequacy and sufficiency of which are hereby  acknowledged by each
of the Company and Producer,  each of the Company and Producer  hereby agrees as
follows:

         1.  Engagement.   Subject  to  the  terms,  provisions  and  conditions
hereinafter stated, the Company hereby engages Producer as an executive producer
to provide the Services to the Company  under the  direction of the President of
the Company, and Producer hereby accepts such engagement.  In providing Services
hereunder, Producer shall use reasonable, and Producer's best efforts, and shall
perform the Services in a competent,  professional and good workman-like manner.
Producer  shall devote an amount of his business time and  attention  sufficient
for  performing  his  duties  hereunder,  consistent  with  his  other  business
commitments.  The Company hereby agrees that the engagement of Producer pursuant
to this Agreement is non-exclusive and that Producer may provide the Services to
other persons  during and after the term of this  Agreement.  Producer  shall be
based in Harris County,  Texas,  or surrounding  area, but shall  undertake such
travel as is necessary or advisable for him to perform his duties hereunder. The
Company shall provide to Producer the use of such facilities and services as may
be necessary for the adequate performance of his duties hereunder,  all of which
facilities shall be located in Harris County, Texas, or surrounding area.

         2.   Compensation.
              ------------

                  (a)  Whenever  the  Company  wants  Producer  to  provide  any
Services,  the Company and Producer  shall agree upon the amount and the payment
of Producer's compensation for providing such Services and shall set forth their
agreement  in this regard in a written  instrument  signed by both of them.  The
Company and Producer each acknowledge that, in lieu of the payment of cash, they
may agree to have the  Company pay the  compensation  agreed upon by them by the
issuance  to  Producer  of a number  of  shares of the  Company's  common  stock
registered on a Registration  Statement on Form S-8 having an aggregate value at
the  time  of  issuance  equal  to or  slightly  exceeding  the  amount  of  the
compensation  agreed upon.  Producer shall not be entitled to participate in any
employee  benefit plan now or hereafter  established  by the Company  unless the
Company agrees to this expressly in writing.

                  (b) In  consideration  of  Producer's  agreement to enter into
this Agreement, the grant (by a separate stock option agreement) of an option to
purchase 100,000 shares of the Company's  common stock.  The per-share  purchase
price for the option  shares  shall be $.40.  The option  shares shall vest at a
rate of 4,000 on the date hereof and an  additional  4,000  shares each  30-days
thereafter. The option shares shall be "restricted" under the federal securities
laws.

         3. Term.  The initial  term of this  Agreement  shall begin on the date
hereof and shall  continue for six months  thereafter,  unless this Agreement is
terminated earlier in accordance with the provisions of Section 4 below. If this
Agreement is not  terminated  in  accordance  with the  provisions  of Section 4
below,  it shall renew itself for an unlimited  number of  successive  six-month
renewal terms unless (i) either the Company or Producer  gives,  at least thirty
(30) days prior to the end of the initial  term or the end of any renewal  term,
notice  to the  other  of the  notifying  party's  desire  that  this  Agreement
terminate  at the end of the initial term or the end of the renewal term (as the
case may be), or (ii) this  Agreement is terminated  earlier in accordance  with
the provisions of Section 4 below.

         4.  Termination.
             -----------

                  (a) For Cause.  The Company  may, at its  election,  terminate
Producer's  engagement at any time for just cause, which shall include,  without
any  limitations  thereon,  the  following:  (i)  Producer  shall have failed or
refused to  faithfully,  diligently and  competently  perform the Services under
this  Agreement or otherwise  to have  breached any term or provision  contained
herein;  (ii) Producer shall be disabled or otherwise unable for whatever reason
to fully perform the Services hereunder for 60 consecutive days or for more than
120 days in any  twelve-month  period;  (iii) Producer shall be guilty of fraud,
dishonesty,  or similar acts of  misconduct;  or (iv) Producer  shall be finally
convicted of a felony or a misdemeanor  involving moral  turpitude.  At any time
after the occurrence of an event permitting the Company to terminate  Producer's
engagement  pursuant to this Section 4(a), the Company may elect for termination
of Producer's  engagement by notifying  Producer as to the Company's election to
terminate,  and thereupon Producer's  engagement with the Company will terminate
on the  date  specified  in the  notice  or (if no date is  specified)  upon the
delivery of the notice. Notwithstanding the preceding, upon any event permitting
the Company to terminate Producer's engagement pursuant to this Section 4(a) and
in lieu of terminating  Producer's  engagement,  the Company may, with notice to
Producer,  suspend  the  performance  of the  Company's  obligations  under this
Agreement  (including,  without  limitation,  the  Company's  obligations  under
Section 2 with respect to compensation  accruing  during the suspended  period),
and while such an event has  occurred  and has not been  cured,  (x) the Company
shall not be  obligated  to  fulfill,  but shall be relieved  of, the  Company's
obligations under this Agreement (including,  without limitation,  the Company's
obligations  under Section 2), (y) such  obligations  shall not accrue,  and (z)
Producer   shall  forfeit  all  rights  and  remedies   with  respect   thereto.
Notwithstanding  anything else contained  herein, if the Company suspends any of
its obligations to Producer pursuant to the preceding sentence,  the Company may
thereafter elect to terminate Producer's engagement in accordance with the other
provisions of this Section 4(a).

                  (b)  Automatic. The term of this Agreement shall automatically
 terminate upon Producer's death.
                       ---------

                  (c) Effect of  Termination.  Upon  termination  of  Producer's
engagement,  all rights and obligations  under this Agreement shall cease except
for (i) the rights and obligations under Section 5, 6 and 7 hereof, and (ii) the
rights and  obligations  under  Section 2 hereof to the extent  Producer has not
been compensated for services performed prior to termination  (Producer's fee to
be pro rated for the portion of the pay period prior to termination).

         5. Property of the Company.  Producer  agrees that, upon the expiration
or  termination  of  Producer's  engagement  with  the  Company,  Producer  will
immediately  surrender to the Company all  property,  equipment,  funds,  lists,
books,  records,  and other  materials  of the Company in the  possession  of or
provided to Producer.

         6.  Indemnification.  The Company  shall  indemnify  and hold  harmless
Producer from and against any liability,  damage or injury suffered or sustained
by it by reason of any acts,  omissions or alleged acts or omissions arising out
of Producer's  activities on behalf of the Company,  including,  but not limited
to, any judgment, award, settlement, reasonable attorneys' and accountants' fees
and other  costs and  expenses  incurred in  connection  with the defense of any
actual or threatened  action,  proceeding or claim except to the extent that the
acts,  omissions  or  alleged  acts or  omissions  upon  which  such  actual  or
threatened action,  proceeding or claim are based constitute gross negligence or
willful malfeasance on the part of Producer.

         Producer shall indemnify and hold harmless the Company from and against
any  liability,  damage or injury  suffered or  sustained by it by reason of any
acts,  omissions  or  alleged  acts  of  omissions  arising  out  of  Producer's
activities  on  behalf  of the  Company,  including,  but not  limited  to,  any
judgment,  award,  settlement,  reasonable  attorneys' and accountants' fees and
other costs and expenses  incurred in connection  with the defense of any actual
or  threatened  action,  proceeding  or claim so long as the acts,  omissions or
alleged  acts  or  omissions  upon  which  such  actual  or  threatened  action,
proceeding or claim are based constitute gross negligence or willful malfeasance
or a breach of this Agreement by or on the part of Producer.

         7.  Miscellaneous.
             -------------

         (a) THIS  AGREEMENT  HAS BEEN  ENTERED  INTO IN THE  STATE OF TEXAS AND
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
TEXAS.  The parties  hereto  stipulate and agree that the courts of the State of
Texas shall have in personam  jurisdiction for any claim,  lawsuit or proceeding
regarding this Agreement,  and that mandatory venue for any such claim,  lawsuit
or  proceeding  shall  be  in  any  state  or  federal  court  having  competent
jurisdiction  located  in Harris  County,  Texas.  The  prevailing  party in any
proceeding  brought  pursuant  to or with  respect  to this  Agreement  shall be
entitled to recover from the losing  party all  reasonable  attorneys'  fees and
costs incurred by the prevailing party in connection with the proceeding.

         (b) Any notices,  requests,  demands,  or other  communications  herein
required or  permitted  to be given  shall be in writing  and may be  personally
served,  sent by United States mail,  or sent by an overnight  courier who keeps
proper  records  regarding its  deliveries.  Notice shall be deemed to have been
given if personally served, when served, or if mailed, on the third business day
after  deposit in the United  States mail with postage  pre-paid by certified or
registered  mail and  properly  addressed,  or if sent by  overnight  courier as
aforesaid  with charges  being billed to the sender,  when received by the party
being notified.  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 physical  addresses of the parties hereto shall
be the physical addresses as set forth on the signature pages of this Agreement.
Any party to be notified  hereunder may change its physical address by notifying
each other party  hereto in writing as to the new  physical  address for sending
notices.

         (c) The headings of the paragraphs of this Agreement have been inserted
for  convenience of reference only and shall in no way restrict or modify any of
the terms or provisions hereof.

         (d) If any provision of this Agreement is held to be illegal,  invalid,
or unenforceable  under present or future laws effective during the term hereof,
such provision  shall be fully  severable and this Agreement  shall be construed
and enforced as if such illegal,  invalid or  unenforceable  provision had never
comprised  a part  of  this  Agreement  and  the  remaining  provisions  of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal,  invalid  or  unenforceable  provision  or by its  severance  from this
Agreement.

         (e) This  Agreement  embodies the entire  agreement  and  understanding
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes all prior  agreements and  understandings,  whether  written or oral,
relating to the subject matter hereof.  No  modification,  amendment,  change or
waiver of any term or  provision  of this  Agreement  shall be valid or  binding
unless the same is in writing and signed by all parties hereto.

         (f) This Agreement shall be binding upon and shall inure to the benefit
of each party hereto and its successors and permitted assigns,  but neither this
Agreement nor any rights  hereunder may be assigned by any party hereto  without
the consent in writing of the other party.

         (g) No  remedy  conferred  by any of the  specific  provisions  of this
Agreement is intended to be exclusive  of any other  remedy,  and each and every
remedy shall be cumulative  and shall be in addition to every other remedy given
hereunder  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise.  The  election of any one or more  remedies by any party hereto shall
not  constitute a waiver of the right to pursue  other  available  remedies.  No
waiver of any of the terms and  conditions of this  Agreement or of the exercise
of any  right or  remedy  hereunder  shall be valid  unless  signed by the party
against whom such waiver is  asserted.  A failure or delay to enforce the rights
set out  herein by the  holder  thereof  shall not  constitute  a waiver of said
rights or be  considered  as a basis for  estoppel.  The holder may exercise its
rights hereunder despite said delay or failure to enforce said rights.

         (h) The Company and Producer are independent  contracting  parties, and
nothing  in  this  Agreement   shall  make  either  party  the  agent  or  legal
representative of the other for any purpose whatsoever, nor does it grant either
party any  authority to assume or to create any  obligations  on behalf of or in
the name of the other.

         IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date written above.

"COMPANY"                                            "PRODUCER"

JVWEB, INC.



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

Date:  4/1/2000                                      Date:  4/1/2000

Address: 5444 Westheimer, Suite 2080        Address: #15 Villas Way
                  Houston, Texas 77056               Montgomery, Tx. 77456