AMENDMENT  NO.  1 DATED  AS OF APRIL 7,  2000,  TO LOAN  AGREEMENT,  dated as of
September 1998 (the "Loan  Agreement"),  by and between the persons set forth on
Exhibit A hereto  (hereinafter  referred to  collectively  as the  "Lenders" and
individually as a "Lender") and Augment  Systems,  Inc., a Delaware  corporation
(the "Company"). (Capitalized terms not otherwise defined herein are used herein
as set forth in the Loan Agreement).

         Whereas,  the  Lenders  provided  a bridge  loan to the  Company in the
aggregate  principal  amount of  $1,500,000  (the "Loan") on or about  September
1998, pursuant to the Loan Agreement;

         Whereas,  the Company has ceased its former  business and is seeking to
be acquired by an internet start-up venture,  namely Right2web.com,  Inc., a New
York corporation ("Right2web"), pursuant to a Stock Purchase Agreement, dated as
of March 22, 2000 by and between the Company and Right2web;

         Whereas,  as a condition  of closing of the Stock  Purchase  Agreement,
Right2web requires the conversion by the Lenders' of their respective portion of
the Loan into an aggregate of five percent (5%) of the Common  Stock,  par value
$.01 (the "Common  Stock") of the Company  after the  Right2web  transaction  is
completed;

         NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

             1).  CONVERSION OF LOAN.  a). For good and valuable  consideration,
the receipt and sufficiency of which is acknowledged by each Lender, each Lender
hereby agrees to convert their  respective  right,  title and interest in and to
the Promissory Note, Warrants and Security Agreement into their pro rata portion
of five percent (5%) of the Common Stock of the Company,  after the consummation
of the Stock Purchase Agreement and conversion of the Company's  preferred stock
by Right2web  into ninety seven (97%) of the Common Stock of the Company  (thus,
current stockholders of the Company would collectively own 3%, the Lenders would
collectively  own 5% and Right2web would own 92% of the Company's  Common Stock.
Thus,  the Lender agrees to terminate all of  his/her/its  rights under the Loan
Agreement and documents  annexed thereto,  including the Promissory Note, in the
form of Exhibit B, Warrant Agreement,  in the form of Exhibit C and the Security
Agreement  in the form of  Exhibit  D to the Loan  Agreement.  Lender  expressly
waives any events of default under the Loan Agreement and any remedies available
thereunder,  including  but not  limited to, the right to  interest,  penalties,
expenses,  legal fees,  costs,  etc.  and  acknowledges  that the receipt of the
Common Stock shall be the Company's sole obligation hereunder. The Lenders agree
to file any necessary lien termination statements (UCC-3's), if requested by the
Company.

         b). The Company shall issue such Shares to the Lenders in proportion to
their investment in the original Loan of $1,500,000,  i.e., a Lender of $300,000
would equal twenty percent (20%) of the five percent (5%) to be issued.

                                       1
<PAGE>

         c). The Company  covenants  that it will at all times  reserve and keep
available out of its  authorized  and unissued  Common Stock or out of shares of
its treasury stock,  solely for the purpose of issue upon exercise of the rights
evidenced  by this  Agreement,  a number of shares of Common  Stock equal to the
number of shares of Common Stock issuable hereunder.

The Company will from time to time, in accordance  with the laws of the State of
Delaware,  take action to increase the authorized  amount of its Common Stock if
at any time the  number  of  shares of Common  Stock  authorized  but  remaining
unissued and unreserved for other purposes shall be  insufficient  to permit the
exercise of this right to convert.

             2).  REPRESENTATIONS AND WARRANTIES OF LENDERS. As an inducement to
the  Company to execute and deliver  this  Agreement  and to deliver the Shares,
each Lender  represents and warrants to the Company as of the date hereof and as
at the Closing Date (except where the context otherwise requires), as follows:

       (a) Such Lender was and is the owner of the Promissory Note, Warrants and
Security Interests, free and clear of any liens, claims, changes, options, trust
and  encumbrances,  except as set forth opposite such Lenders name on Exhibit B.
The Company  will only issue the Common Stock to a Lender upon  satisfaction  of
any such liens, claims,  changes,  options, trust and encumbrances.  The company
may  request and the Lender  shall  deliver an opinion of counsel of Lender with
respect tot such matters as the Company may reasonably request.

       (b) Such  Lender has full  right,  power and  authority  to  execute  and
deliver and to perform all of his/her or its  obligations  under this Agreement,
and  such  execution,   delivery,  and  performance,  and  the  Closing  of  the
transactions  contemplated  herein, will not breach any agreements to which such
Lender is a party.

       (c) The  execution and delivery of this  Agreement  and the  transactions
contemplated  hereby have been duly  authorized by such Lender and constitutes a
valid and binding obligation of such Lender  enforceable  against such Lender in
accordance with its terms.

       (d) That the Lender is purchasing the Shares for investment only, for its
own account,  and not with a view towards  distribution thereof and (b) that the
Lender is aware (i) that the Shares are not registered  under the Securities Act
of 1933,  as  amended  (the  "Act"),  (ii)  that the  Shares  may not be sold or
otherwise  transferred  unless  they are  registered  under the Act  (unless  an
exemption  from  registration  is available)  and (iii) that one or more legends
setting forth the restrictions on the  transferability of the Shares will appear
on the certificate(s) representing the Lender's Shares.

       (e) That Lender has (i) reviewed the Company's Form 10-KSB for the period
ended  December  31,  1998 and Forms  10-QSB for the  periods  June 30, 1999 and
September  30,  1999,  (ii) has  been  provided  with  access  to the  Company's
facilities  and any records which he has deemed  necessary to fully  investigate
the Company and its  business  operations,  (iii) has not relied on any business
plan or projections or oral  representations,  and (iv) that  Right2web.com is a
start-up operation and there is no assurance that the Company will be successful
in its marketing efforts.

                                       2
<PAGE>

       (f) That Lender has such  knowledge,  sophistication  and  experience  in
financial  and  business   matters  that  he/she/it  is  capable  of  (i)  fully
understanding the business and financial condition of the Company and evaluating
the merits and risks of an investment in the Shares and (ii) that  he/she/it has
made an  independent  investigation  of the  condition  of the  Company  and its
assets, financial and otherwise.

       (g) That Lender is an "accredited investor" as defined in Rule 501 (a) of
the Act.

       (h) That Lender has been afforded an  opportunity to ask questions and to
receive  answers  from the  Company  concerning  the  Company  and to obtain any
additional  information  which the Company  possesses or could  acquire  without
unreasonable effort or expense.

       (i) The  Lender  will  indemnify  and hold  the  Company  (its  officers,
directors,  employees and agents) harmless by reason of the breach of any of the
terms  and   conditions  of  this  Agreement  or  any  misleading  or  incorrect
information contained in any document provided by Lender to the Company.

       (j) Lender is under no restriction or prohibition from entering into this
transaction.

       (k) The Lender has such  knowledge and business  experience and financial
matters that he is capable of  evaluating  the merits and risks of an investment
in the shares.

       (l) The Lender is a resident/incorporated/formed  in the State/Country of
_____________ . The Lender's  federal taxpayer  identification  number or social
security  number is  ____________.  Under the  penalties of perjury,  the Lender
certifies that (i) the I or it is not subject to back-up  withholding  (ii) I or
it is not a non-resident  alien  individual,  a foreign  partnership,  a foreign
corporation or a foreign estate or trust, which would be a foreign person within
the meaning of Sections 1441, 1446, and 7701 (a) of the Internal Revenue Code of
1986, as amended.

       (m)  Lender  has  not  received  any  general   solicitation  or  general
advertising regarding the purchase of the shares;

        (n) The Lender understands that no securities administrator of any state
has made any findings or determinations  relating to the fairness for investment
of the Shares and that no  securities  administrator  has or will  recommend  or
indorse any offering of the Shares.

        (o) Lender  acknowledges  that the  consideration  for the Shares  being
purchased  hereby has been  arbitrarily  determined and bears no relationship to
the assets or book value of the Company, or other customary investment criteria;

                                       3
<PAGE>

        (p) Lender  has  adequate  means to  provide  for  personal  needs,  and
possesses the ability to bear the economic risk of holding the Shares  purchased
hereunder indefinitely, and can afford a complete loss of the Purchase Price;

        (k) This Subscription  Agreement is subject to the Company's  acceptance
and may be rejected by the  Company at any time prior to the  execution  of this
Subscription Agreement by the Company and deposit of the Purchase Price.

             3. CLOSING. Upon Closing of the Right2web transaction,  the Company
shall deliver to the Lender a certificate(s)  evidencing the Shares purchased by
the  Lender  and  one  (1)  fully  executed  original  of  this  Agreement  (the
"Closing"). Each Share will contain the following legend:

"THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY
STATE  AND  MAY  NOT  BE  SOLD  OR  OTHERWISE  TRANSFERRED  UNLESS  SUBSEQUENTLY
REGISTERED  UNDER SUCH  SECURITIES  LAWS OR AN EXEMPTION  FROM  REGISTRATION  IS
AVAILABLE.  IN ADDITION,  THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  ARE
RESTRICTED SECURITIES AND MAY BE LAWFULLY RESOLD ONLY IN COMPLIANCE WITH (i) THE
PROVISIONS OF THE ACT  PERTAINING TO RESALES OF SECURITIES  (I.E.,  RULE 144) OR
PURSUANT TO AN EXEMPTION  THEREFROM  AND (ii) THE  RESTRICTIONS  ON TRANSFER SET
FORTH IN THE  SUBSCRIPTION  AGREEMENT  EXECUTED IN CONNECTION  WITH THE ORIGINAL
PURCHASE OF THE SECURITIES  REPRESENTED BY THIS CERTIFICATE,  A COPY OF WHICH IS
ON FILE AT THE OFFICES OF THE COMPANY."

             4.  ASSIGNMENT.  This Agreement and all rights  hereunder  shall be
non-assignable and non-transferable,  are intended solely for the benefit of the
Lender,  and shall in no way inure to the benefit of the  Lender's  transferees,
assignees or transferees, without the Company's prior written consent.

             5. FURTHER ASSURANCES.  Each party hereto shall cooperate and shall
take such further action and shall execute and deliver such further documents as
may be  reasonably  requested  by any  other  party in  order  to carry  out the
provisions and purposes of this Agreement.

             6.   INDEMNIFICATION.   Each  Lender   severally  and  not  jointly
acknowledges  that he/she/it  understands the meaning and legal  consequences of
the representations,  warranties,  and covenants in paragraph 2 hereof, and that
the Company has relied upon such representations,  warranties and covenants, and
Lender  agrees to indemnify  and hold  harmless the Company,  and its  officers,
directors,  agents,  employees  and  affiliates,  from and  against  any and all
damages,  loss,  liability  due to or  arising  out  of a  breach  of  any  such
representation, warranty or covenant.

             7. TAXES. The Company shall not be required to pay any tax, if any,
relating to this transaction.

             8. MISCELLANEOUS. 8.1 Notices hereunder may be given either by hand
delivery, by certified mail, return receipt requested, overnight courier service
with guaranteed next day delivery,  or by facsimile  transmission,  and shall be
effective (a) in the case of hand  delivery,  upon the date of delivery,  (b) in

                                       4
<PAGE>

the case of certified  mail,  three (3) days after deposit in the postal system,
first class  postage  pre-paid,  (c) in the case of telex or facsimile  notices,
when sent and  confirmation  of receipt has been  received  by the  transmitting
party and (d) in the case of delivery by courier  service with  guaranteed  next
day delivery,  the next day or the day  designated  for  delivery,  addressed as
follows:

                           (a)  if to the Lenders:

                           As set forth on Exhibit A

                           With a copy to:

                           Adolph Komorsky Hoffman & Associates, Ltd.
                           245 Saw Mill River Road
                           Hawthorne, NY 10532

                           (b)  if to the Company:

                           Augment Systems, Inc.
                           c/o Rosen & Tetelman, LLP
                           501 Fifth Avenue, Suite 1404
                           New York, New York  10017
                           Attention:  Ted D. Rosen, Esq.


Any party may change the person or address to whom or which the notice are to be
given  hereunder,  but any such notice  shall be  effective  only when  actually
received by the party to whom it is addressed.

             8.2 This Agreement  shall be binding on and inure to the benefit of
the respective  heirs,  executors,  administrators,  legal  representatives  and
successors of the parties hereto.

             8.3 This  Agreement may be executed in any number of  counterparts,
each of which shall be deemed to be an original and all of which  together shall
be deemed to be one and the same instrument.

             8.4  This  Agreement   shall  be  governed  by,  and  construed  in
accordance  with,  the laws of the State of New York.  The parties hereto hereby
consent to the exclusive  jurisdiction  of the Supreme Court of the State of New
York and the United States District Court for the Southern  District of New York
with respect to the subject  matter of this  Agreement  and venue for any action
arising hereunder shall lie in New York County.  The parties hereto hereby waive
any and all right to commence any action or proceeding before any other court or
judicial  body or in any other venue with respect to the subject  matter of this
Agreement.

                                       5
<PAGE>

             8.5 This Agreement shall not be changed, modified or amended except
by a writing  signed by the party to be charged  and this  Agreement  may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

             8.6 Lender has had the  opportunity  to consult with his or its own
lawyers and financial advisors in connection with this Agreement.  Ted D. Rosen,
Esq.  of Rosen &  Tetelman,  LLP has acted as special  counsel to the Company in
connection with this Agreement.  Lender has carefully read and fully understands
all of the provisions of this Agreement.

             IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.

                                                     Augment Systems, Inc.

                                                     By: /s/ DUANE MAYO
                                                        ------------------------
                                                        Duane Mayo, Chief
                                                        Financial Officer

Dated as of: April 7, 2000

The foregoing is agreed to:

Lender(s):/s/
Print Name:

INDIVIDUAL SUBSCRIBERS SIGN HERE:

Signature


Print Name of Subscriber


Signature of Joint Subscriber,
if any


Social Security Number




<PAGE>


Residence Address (No P.O. Box Numbers)




ENTITY SUBSCRIBERS SIGN HERE:

By:
Signature



Print Name and Title of Subscriber



Taxpayer Identification Number


Mailing Address (No P.O. Box Numbers)






********************************************************************************

Principal Conversion Amount:$

(Check One)

_____         Individual
_____         Tenants-in-Common
_____         Joint tenants with right of  survivorship  (each must sign above)
_____         In Partnership
_____         Corporation
_____         As custodian, trustee or agent for __________

              PLEASE HAVE THIS DOCUMENT NOTARIZED ON THE NEXT PAGE


<PAGE>

                                 ACKNOWLEDGEMENT

                                   STATE OF )
                                COUNTY OF ) ss.:

On the day of April in the year 2000, before me came, the undersigned,  a notary
public in and for said State,  personally  appeared , personally  known to me or
proved to me by  satisfactory  evidence to be the  individual(s)  whose  name(s)
is(are)  subscribed  to  the  within  instrument  and  acknowledged  to me  that
he/she/they  executed  the  same in  his/her/their  capacity(ies),  and  that by
his/her/their signature(s) on the instrument,  the individual(s),  or the person
on behalf of which the individual(s) acted, executed the instrument.




                                                   _____________________________
                                                           Notary Public

                                                         `