ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE  AGREEMENT (the  AAgreement@) is entered into as of
April  __,  2000 by and  among  NATIONAL  SWEEPSTAKES  SHOW,  INC.,  a  Delaware
corporation (ABuyer@),  and SWEEPSTAKES  ENTERTAINMENT  CORPORATION,  a Delaware
corporation (ASeller@), and Lawrence F.

Curtin , the stockholder owning 100% of the capital stock of Seller (the
"Shareholder")

         WHEREAS, Seller is the owner of The National Sweepstakes Show, which is
an Internet  talk show,  all rights to the book The History of  Sweepstakes,  an
electronic based newsletter known as Sweepstakes News, and other related assets,
which are generally  described in this Agreement and on Schedule 1.1(a) attached
hereto and incorporated herein (the AAcquired Assets@);

         WHEREAS,  Buyer  desires to purchase  the Acquired  Assets,  and Seller
desires to sell such  Acquired  Assets,  under the terms and  conditions of this
Agreement;

         NOW,  THEREFORE,  in  consideration of the premises and mutual promises
and  covenants  herein  contained,  the Parties  hereby  stipulate  and agree as
follows:

                                    SECTION 1

                      PURCHASE AND SALE OF ACQUIRED ASSETS

         1.1 Acquired  Assets.  On the Closing  Date,  in  accordance  with this
Agreement,  Seller  shall  sell,  transfer,  assign and  convey,  and Buyer will
purchase,  the  Acquired  Assets,  such  Acquired  Assets  to  include,  without
limitation:


<PAGE>



                                       -1-

(A)  Any and all  names,  logos,  slogans,  colors,  common  law  rights,  state
     registrations,  federal registrations,  whether owned or not, on primary or
     secondary  registrations,  in the United States and worldwide,  of, for, or
     relating to the following: The National Sweepstakes Show; Sweepstakes News;
     the   book   The    History   of    Sweepstakes    News;    all    National
     -----------------------------                              ----------------
     -------------------------------   --------  Sweepstakes  Show  radio  tapes
     (which  includes  at least 38  tapes);  and each and all of those  Acquired
     Assets ----------------- specifically described on Schedule 1.1(a) attached
     hereto and  incorporated  herein by reference;  together with all copyright
     powers, rights, and benefits relating to the foregoing,  including, but not
     limited to, the right to produce,  sell, modify,  distribute,  license, and
     copy in full or in part those  items  described  above,  including  without
     limitation,  all vendor and  distribution  agreements  (including,  without
     limitation, all vendor agreements with Ingram Book Company and with Baker &
     Taylor) and all ISBN numbers; all related trademarks,  trade names, service
     marks,  logos,  marketing concepts,  and trade dress of the foregoing;  all
     rights,  including copyright and other intellectual property rights, in the
     foregoing and in all advertising,  instructional,  or technical  documents,
     whether printed or computerized, relating to the foregoing; legal title and
     ownership or assignment of any and all Internet properties,  including, but
     not limited to, domain names,  domain addresses,  unique URL=s, and service
     agreements relating to the foregoing,  including,  without limitation,  all
     rights   in   and   to   the   web   sites    www.sweepstakesnews.com   and
     www.nationalsweepstakesshow.com;   all  telephone,  facsimile  or  telecopy
     numbers previously -----------------------  -------------------------------
     and currently  used in  connection  with the Acquired  Assets;  any and all
     inventions,  conceptions,  improvements,   enhancements,   derivatives,  or
     modifications  to any of the foregoing  made by Seller or its agents within
     six (6)  months  from and  after  Closing;  all  rights to  enforce  and/or
     recover,  for infringement or other legal claims, past, present, or future,
     against any third party, and any and all rights to apply for,  acquire,  or
     retain  the  benefit  of any  patentable  subject  matter  derived  from or
     relating to the foregoing.

(B)  To the extent  transferable  by the Seller,  all  federal,  state and local
     permits, authorizations, certificates, approvals, registrations, variances,
     exemptions,  franchises,  rights  of other  kind and  character  which  are
     required by law with respect to the operations and business of the Acquired
     Assets  as it is  now  being  conducted;

(C)  All agreements, contracts, understandings,  plans, obligations, commitments
     and other  documents which are material to and/or utilized by the Seller in
     its  operations  and business of the  Acquired  Assets  including,  but not
     limited to, all of those  listed and  described  on the  attached  Schedule
     1.1(c) (the "Acquired Contracts");

(D)  All backlog of orders for sponsorship  fees, book orders,  direct response,
     subscriptions,  and  orders for the  products  or  services  offered by the
     Acquired  Assets or sold by the Seller which are (i) accepted by the Seller
     in the ordinary  course of business  prior to the Closing or (ii) listed on
     the attached  Schedule 1.1(d) and, in each case, not invoiced or shipped or
     cancelled  prior to the Closing (the  "Backlog  Orders"),  and all accounts
     receivable,  notes receivable and other  receivables,  as well as all other
     rights of the Seller to payment for sponsorship  fees, book orders,  direct
     response, subscriptions, and orders for the products or services offered by
     the Acquired Assets,  as of March 31, 2000,  including  without  limitation
     those which are not evidenced by instruments  or chattel paper,  whether or
     not they  have been  earned by  performance  or have  been  written  off or
     reserved  against  as a bad  debt  or  doubtful  account  in any  financial
     statements of the Seller;  together with all  instruments and all documents
     of title representing any of the foregoing, and all rights, title, security
     and guarantees in favor of the Seller with respect to any of the foregoing,
     including  without  limitation,  any  right of  stoppage  in  transit  (the
     "Receivables");


(E)  All right, title and interest of the Seller in and to all deposits, prepaid
     expenses  (including without limitation prepaid insurance,  maintenance and
     rent,  and all security  deposits  underlying  leases),  and other  current
     assets associated with the Acquired Assets;

(F)  All insurance proceeds and insurance claims of the Seller,  relating to all
     or any part of the Acquired  Assets and, to the extent  transferable by the
     Seller,  the  benefit  of and  the  right  to  enforce  the  covenants  and
     warranties, if any, which the Seller is entitled to enforce with respect to
     the Acquired Assets;

(G)  All books, records,  papers and instruments of whatever nature and wherever
     located  which (i)  relate to and/or  are  utilized  in the  operations  or
     business of the Acquired Assets, or (ii) are required or necessary in order
     for the Buyer to conduct the operations and business of the Acquired Assets
     from and after the  Closing  in the manner in which it is  presently  being
     conducted, including, without limitation, accounting and financial records,
     maintenance  and production  records,  operations  and management  reports,
     personnel and labor relations  records,  customer lists,  sales records and
     other customer data relating to the operations and business of the Acquired
     Assets;

(H)  All other or  additional  privileges,  rights,  claims,  causes of  action,
     interests,  properties,  options and assets  associated  with the  Acquired
     Assets of every kind and description and wherever located which are used or
     intended  for  use in  connection  with,  or  which  are  necessary  to the
     continued conduct of, the operations and business of the Acquired Assets as
     presently being conducted.

         1.2      Excluded  Assets.  Buyer is not  acquiring,  and Seller is not
  selling,  those assets set forth on Schedule 1.2 (the "Excluded Assets").

         1.3      Purchase Price. In consideration of the sale,  assignment, and
                  delivery of the Acquired Assets, the Buyer shall pay to Seller
                  and Seller shall receive, subject to the terms of this
                  Agreement, the following consideration:

         (A)      the  transfer  by Buyer to Seller of 150,000  shares of Common
                  Stock,  $.01 par value,  of JV Web,  Inc.  (The AJV Web Common
                  Stock@), which 150,000 shares have previously been transferred
                  to Seller  as a deposit  and  which  shall be  applied  to the
                  Purchase Price;

         (B)      the  transfer  by Buyer to Seller of 500,000  shares of JV Web
                  Common Stock  (150,000 of which Seller is directing  Purchaser
                  to issue  directly  to Paul  Montle in  payment  for  services
                  provided  by Paul Montle to  Seller).  At  Closing,  the Buyer
                  shall provide to Seller and Montle,  respectively, a copy of a
                  letter from Buyer to American  Stock  Transfer & Trust Company
                  requesting  the transfer of such shares to Seller  pursuant to
                  Registration   Statement  No.   333-43379.   The  certificates
                  representing  such shares  shall be delivered to Seller and to
                  Paul  Montle  within  five (5) days of the  execution  of this
                  Agreement;


         (C)      subject  to the terms and  conditions  set  forth  below,  the
                  transfer by Buyer to Seller of 800,000 shares of JV Web Common
                  Stock,  such  shares to be  delivered  at Closing to  American
                  Stock  Transfer and Trust,  as Escrow Agent,  pursuant to that
                  certain Escrow Agreement  attached hereto as Exhibit AA@, such
                  shares to be released from escrow as follows and as more fully
                  described in the Escrow Agreement:

                  (1)      250,000  shares shall be released upon the occurrence
                           of  all   of  the   following:   (i)   the   websites
                           www.sweepstakesnews.com                           and
                           www.nationalsweepstakesshow.com      become     fully
                           functional and operational, such that the business of
                           the Acquired Assets is capable of generating revenues
                           ; (ii) the radio  program  The  National  Sweepstakes
                           becomes fully  functional and operational and capable
                           of  generating  revenues  with no  legal  impediments
                           prohibiting  the  operations  of such  program  ; and
                           (iii) all trademark copyright, and patent filings and
                           registrations  relating to the  Acquired  Assets have
                           been made and declared  effective  by all  applicable
                           governmental and regulatory authorities;

                  (2)      250,000 shares shall be released to Seller and 50,000
                           shares  shall be released to Montle when the business
                           of  the  Acquired  Assets   achieves   $1,000,000  in
                           annualized Revenues for one full calendar quarter;

                  (3)      250,000 shares shall be released when the business of
                           the Acquired Assets achieves $2,000,000 in annualized
                           Revenues for one full calendar quarter.  For purposes
                           of this Agreement, ARevenues@ shall mean and refer to
                           net invoiced sales,  which shall be the net delivered
                           price from sales  (less any off  invoice  allowances,
                           free  goods,  or  discounts  off the  invoice)  sales
                           receipts, net of sales tax and shipping costs, net of
                           all customary allowances and discounts, including but
                           not limited to Afree  goods,@  Abill backs,@ and Aoff
                           invoice  allowances,@ and net of a resonable  reserve
                           for bad  debts  as  determined  by the  Buyer in good
                           faith in accordance with GAAP;

         (D)      the Buyer shall also  issue,  as part of the  Purchase  Price,
                  1,000,000  shares of Common Stock,  $.01 par value,  of Buyer,
                  which shares  shall be subject to that  certain  Shareholders=
                  Agreement  attached  hereto as  Exhibit  AB@ and  incorporated
                  herein by reference.  400,000 of such shares of Buyer shall be
                  placed at Closing  into escrow with the Escrow  Agent to serve
                  as a fund from which  claims for  indemnification  may be made
                  under  Section 8 hereof.  The parties  agree that such 400,000
                  shares of Buyer  shall be  released  from escrow two (2) years
                  from and after the Closing Date,  provided such shares are not
                  subject to a claim for indemnification;



         (E)      For purposes of this Agreement and for purposes of determining
                  the value of claims for  indemnification  made against the
                  shares  placed into the escrow  account,  the parties  agree
                  that the value of each share of JV Web Common  Stock placed
                  into escrow and the value of each share of Buyer  Common Stock
                  placed into escrow shall be the greater of: (i)$.75 per share;
                  and (ii) the  average  daily  closing  price of the JV Web
                  Common  Stock in the  primary  market or exchange on which the
                  JV Web Common Stock is then publicly traded during the thirty
                  day period  immediately  prior to the date any such claim for
                  indemnification  is made  against the  Seller.  The  parties
                  further  agree that in the event there has been no claim for
                  indemnification  against  the 400,000  shares of Buyer  Common
                  Stock  placed into escrow by the  expiration of two (2) years
                  from and after the Closing Date,  then such 400,000 shares of
                  Buyer Common Stock shall be released out of escrow to Seller.

         1.4      Taxes.  Buyer shall not be  responsible  for a tax of any kind
                  related to any period  prior to the  Closing  Date or arising
                  by virtue of this transaction.

         1.5  Assumed  Liabilities.  Buyer  shall not  assume or be bound by any
duties,   responsibilities,   obligations  or  liabilities,  known  or  unknown,
contingent  or  otherwise,  of Seller of any kind  whatsoever  unless  expressly
assumed hereunder.  Buyer shall assume or agree to pay only the following debts,
liabilities  and  obligations  of the  Seller,  and  none  other:  the  Acquired
Contracts. In addition,  Buyer is transferring to Seller 15,000 shares of JV Web
Common Stock in connection  with this  transaction  to pay for Seller=s  closing
costs (provided,  however, that Buyer by doing so shall not be further obligated
to pay any of Seller=s closing costs).

         1.6 Liabilities Not Assumed.  Except as otherwise expressly provided in
Section  1.5,  Buyer does not  assume,  agree to pay,  perform or  discharge  or
otherwise  have any  responsibility  for any  liability or obligation of Seller,
fixed or  contingent,  and whether  arising or to be  performed  prior to, on or
after the Closing.  Without in any way limiting the generality of the foregoing,
Buyer does not assume, and Seller shall pay, perform and discharge:

         (A)      any liability or obligation relating to the Excluded Assets;

         (B)      any liability or obligation  resulting  from or arising out of
                  claims  based  on  the  service,   work   performed,   product
                  manufactured or  distributed,  in whole or in part, by Seller,
                  arising  out  of  any  act,  omission,  event,  occurrence  or
                  circumstance that existed on or before Closing, or relating to
                  any service,  work  performed or product  manufactured  before
                  Closing;


<PAGE>


         (C)      any federal,  state,  local or foreign income,  sales, real or
                  personal property or other taxes,  assessments,  fees, levies,
                  imposts,  duties,  deductions  or other  charges of any nature
                  whatsoever   (including   without   limitation   interest  and
                  penalties)   imposed   by  any   law,   rule   or   regulation
                  (collectively,  the "Taxes") which are attributable or related
                  to the Acquired  Assets or the  operations and business of the
                  Seller for any  periods  ending on or before the  Closing,  or
                  which may be  applicable  because of the Seller's  sale of its
                  business  or  any  of  the   Acquired   Assets  to  the  Buyer
                  (collectively, the "Tax Obligations");

         (D)      any liability  based on any  obligations  owing to or incurred
                  prior to the Closing Date to any of Seller's  employees (which
                  term when used in this  Section  1.6  shall  include  any such
                  employee's dependents, heirs, successors and assigns), whether
                  or  not  working,  retired,  laid  off or  deceased  as of the
                  Closing Date,  including but not limited to  employee-employer
                  discrimination  claims, any worker's  compensation laws of any
                  state,  any  employment  security  laws or similar laws of any
                  state;

         (E) any other  liability or obligation  except to the extent  expressly
set forth in Section 1.5.

         1.7 Procedures before Closing.  The parties shall cooperate fully in an
orderly transition of the Acquired Assets and shall establish mutually agreeable
procedures:  (i) to  appropriately  effect the transfer of the  Acquired  Assets
(including the Acquired Contracts) and the assumption of the assumed liabilities
specifically  assumed  pursuant  to Section  1.5;  and (ii) to  allocate  costs,
expenses, and revenues as of the Closing Date.

                                    SECTION 2

              REPRESENTATIONS AND WARRANTIES OF SEC AND SHAREHOLDER

         2.1  General.  Seller  and  the  Shareholder,  jointly  and  severally,
represent and warrant to Buyer that the  representations  and warranties set out
in this Section 2 are true and correct as of the date of this Agreement and will
be true and  correct  through  the  Closing as if made on and as of the  Closing
Date, and shall survive the Closing Date.

         2.2 Corporate  Standing;  Subsidiaries.  Seller is a  corporation  duly
incorporated,  validly  existing  and in good  standing  under  the  laws of the
jurisdiction of its  incorporation  with the power to own its respective  assets
and carry on its business as presently conducted. Seller is duly qualified to do
business and is in good standing in each state or other  jurisdiction where such
qualification  is required.  Seller does not own,  directly or  indirectly,  any
interest or investment (whether equity or debt) in any corporation, partnership,
business, trust or other entity.


<PAGE>


         2.3 Authority.  Seller and  Shareholder  has the power and authority to
execute,  deliver and  perform  this  Agreement  and all other  instruments  and
documents required or contemplated to be executed, delivered and performed by it
under this  Agreement.  Such  execution,  delivery and performance (i) have been
duly  authorized  by all  necessary  action of Seller's  Board of Directors  and
shareholders,  (ii) do not and will not require the approval of any Person whose
approval has not been obtained (except normal  customary  approval of parties to
contracts,  leases, etc., if any, that are to be assumed by Buyer), (iii) do not
and will not contravene the  Certificate of  Incorporation  or Bylaws of Seller,
(iv)  except as  disclosed  on  Schedule  2.3,  do not and will not  contravene,
conflict  with,  result in a  violation  (or any  occurrence  which by notice or
passage of time or both would  constitute a violation)  of, or entitle any party
to  terminate,  accelerate  or declare a default with respect to, any  contract,
mortgage,  franchise,  deed of trust, lease,  license or agreement of Seller, or
any rule, regulation, order, writ or decree applicable to Seller, (v) do not and
will not result in the creation or imposition of any lien,  charge,  encumbrance
or claim of any nature whatsoever upon any of the Acquired Assets, and (vi) will
not result in the violation of any Laws.

         2.4 Valid  and  Binding  Obligations.  This  Agreement  and each of the
documents  and  instruments  to be  executed  by Seller and  delivered  to Buyer
pursuant to this Agreement when so delivered will  constitute  their  respective
legal,  valid and binding  obligations  enforceable in accordance with each such
Agreement's document's and instrument's respective terms.

         2.5 Income  Statements.  Seller  shall  deliver  such income or revenue
statements  relating to the Acquired  Assets as are  available and such shall be
attached  hereto as  Schedule  2.5.  Seller  represents  and  warrants  that the
Acquired  Assets have  generated at least  $600,000 in Revenues for the calendar
year 1995.

         2.6  Liabilities.  Schedule 2.6 is a list, as of March 31, 2000, of all
liabilities  associated  with the  Acquired  Assets or  necessary to operate the
Acquired  Assets  as  currently   conducted,   of  any  nature,   character  and
description, whether accrued, absolute, contingent,  unliquidated, or otherwise,
whether due or to become due,  together  with, in the case of those  liabilities
which are not fixed,  an estimate of the  maximum  amount  which may be payable.
Except as set forth on  Schedule  2.6,  the Seller has not and will not have any
liabilities or obligations of any nature, whether accrued, absolute,  contingent
or otherwise,  associated  with the Acquired  Assets or necessary to operate the
Acquired  Assets as currently  conducted.  Except as set forth in Schedule  2.6,
there is no oral or written  guarantee,  assurance or other  credit  maintenance
arrangement  by the  Seller of any  obligation  of any  person or entity for the
borrowing  of money,  for the payment of any monetary  obligation  of any nature
whatsoever  (whether  due or to  become  due),  or for  the  performance  of any
obligation of any nature whatsoever or otherwise, as it relates to the operation
of the Acquired Assets.

         2.7      Patents, Trademarks, Copyrights, etc.


         (a)      "Proprietary  Rights" shall mean all of the items owned by or
                  licensed to the Seller for the Acquired Assets, and any and
                  all  corresponding  rights that, now or prior to Closing,  may
                  be secured by the Seller throughout the world: (i) patents,
                  patent  applications,  patent  disclosures  and  inventions
                  (whether or not  patentable and whether or not reduced  to
                  practice)  and  any  reissue,  continuation,  continuation-in-
                  part,  division,  revision,  extension  or reexamination
                  thereof; (ii) trademarks,  service marks, trade dress, logos,
                  trade names and corporate names together with all goodwill
                  associated  therewith,  copyrights  registered or unregistered
                  and  copyrightable  works and mask works;  (iii) all
                  registrations,  applications  and  renewals  for any of the
                  foregoing;  (iv)  trade  secrets  and confidential information
                  (including, without limitation, ideas, formulae, compositions,
                  know-how, manufacturing and production processes and
                  techniques, research and development information, drawings,
                  specifications,  designs, plans, proposals,  technical  data,
                  financial,  business and marketing  plans,  and customer and
                  supplier lists and related information); (v) computer software
                  and software systems (including, without limitation, data,
                  databases and related documentation);  (vi) all Internet
                  properties,  including, but not limited to, domain names,
                  addresses,  unique URL's and service agreements;  (vii) other
                  proprietary rights; (viii) licenses or other agreements to or
                  from third parties regarding the foregoing;  and (ix) all
                  copies and tangible embodiments of the foregoing (in whatever
                  form or medium), in each case including, without limitation,
                  the items set forth on Schedule 1.1(a).

         (b)      Schedule 1.1(a) sets forth a complete and correct list of: (i)
                  all patented or registered  Proprietary Rights and all pending
                  patent  applications or other applications for registration of
                  Proprietary  rights owned,  filed or used by the Seller,  (ii)
                  all  trade  names  and  unregistered  trademarks  used  by the
                  Seller,  (iii) all  unregistered  copyrights,  mask works, and
                  computer  software  owned or used by the Seller,  and (iv) all
                  licenses or similar  agreements or  arrangements  to which the
                  Seller  is a party  either as  licensee  or  licensor  for the
                  Proprietary Rights.

(c)  Except as set forth in Schedule  1.1(a),  (i) the Seller owns and possesses
     all right,  title and  interest  in and to, or has a valid and  enforceable
     right to use, each of the  Proprietary  Rights free and clear of all liens,
     and no claim by any third party  contesting  the validity,  enforceability,
     use or  ownership  of any of the  Proprietary  Rights  has  been  made,  is
     currently  outstanding  or to Sellers=  knowledge is  threatened,  (ii) the
     Proprietary  Rights  comprise  all  proprietary  rights  necessary  for the
     operation  of the  business of the Seller as  currently  conducted,  and as
     currently  proposed to be  conducted,  (iii) the loss or  expiration of any
     Proprietary Right or related group of Proprietary  Rights has not and would
     not result in a material adverse affect on the Seller,  and no such loss or
     expiration is  threatened or pending,  (iv) the Seller has not received any
     notices  of,  nor  is the  Seller  aware  of any  facts  which  indicate  a
     likelihood of, any infringement or  misappropriation  by, or conflict with,
     any third party with respect to any Proprietary  Right  including,  without
     limitation,  any demand or request  that the Seller  license  rights from a
     third party, (v) the Seller has not infringed, misappropriated or otherwise
     conflicted with any proprietary rights of any third parties and the Sellers
     are not aware of any infringement, misappropriation or conflict which shall
     occur as a result of the  continued  operation of the Seller=s  business as
     currently conducted or as currently proposed to be conducted,  and (vi) the
     Proprietary Rights owned or licensed to the Seller have not been infringed,
     misappropriated  or conflicted by any third party. In addition,  Seller has
     and is  passing  on to Buyer  all  rights  to use the  name  and  trademark
     Sweepstakes  News for radio and  television  use and the name and trademark
     National  Sweepstakes  Show for  newspaper  and magazine  use. In addition,
     Seller  represents that Buyer may use the National  Sweepstakes  Show radio
     tapes,  the newspaper  supplements  for  Sweepstakes  News and all articles
     written by Seller or on its behalf as a guide for further use and Buyer can
     copy the format of all of the foregoing. The Seller and Shareholder further
     represent  and warrant that the  trademarks  Sweepstakes  News and National
     Sweepstakes Show are not subject to bankruptcy court proceedings  involving
     Enternet  Entertainment  or  otherwise  subject  to  any  other  bankruptcy
     proceedings.

         (d)      All of the  Proprietary  Rights  are or shall be owned  by, or
                  licensed  to,  the  Seller  at the  time of the  Closing.  The
                  transactions  contemplated  by this  Agreement  shall  have no
                  adverse  effect on the Seller=s  right,  title and interest in
                  and to any of the  Proprietary  Rights.  The  Seller  has  not
                  disclosed   any  of  their  trade   secrets  or   confidential
                  information  existing  at the  date of this  Agreement  to any
                  third party other than  pursuant to a written  confidentiality
                  agreement.   The  Seller  has  taken  all  other  commercially
                  reasonable  actions to maintain  and  protect the  Proprietary
                  Rights and shall continue to maintain and protect those rights
                  prior  to  the  Closing  so as to  not  adversely  affect  the
                  validity or enforcement of such Proprietary Rights.

         (e)      At the time of  Closing,  Purchaser  will be  entitled  to all
                  income, royalties, damages and payments relating to any of the
                  Proprietary Rights due or payable to the Seller at the Closing
                  or  thereafter,  including,  without  limitation,  damages and
                  payments  for  past,   present  or  future   infringements  or
                  misappropriations  of any Proprietary Rights, and the right to
                  sue and recover for past infringements or misappropriations of
                  any Proprietary Rights.

         2.8 Material  Contracts.  Schedule 2.8 is an accurate  list,  as of the
date hereof,  of all  contracts,  agreements,  and  understandings  to which the
Seller is a party or by which it or any of its property is bound with respect to
the Acquired Assets (each a AMaterial Agreement@). Schedule 2.8 does not include
those insurance policies listed on Schedule 2.11 or those employment  agreements
listed on Schedule 2.12, but does include all other contracts,  agreements,  and
understandings  to which the Seller is a party  including,  but not  limited to,
joint venture or partnership agreements, contracts with municipalities and labor
organizations,  loan agreements,  lease agreements,  pension agreements,  bonds,
mortgages,   liens,   pledges,   guaranties   or  other   security   agreements,
noncompetition  agreements,  license  or  royalty  agreements,  agreements  with
respect to investing funds, contracts relating to the distribution, marketing or
sales of its services or products,  and warranty  agreements with respect to its
services or products,  and Sellers have delivered true copies of such agreements
to Purchaser. Except to the extent set forth on Schedule 2.8, the Seller and all
other respective parties thereto have complied with all material commitments and
obligations  under  all such  contracts  and  agreements  and  there are not any
pending unresolved claims of which the Seller has received notice.


<PAGE>


         2.9 Material Customers. Schedule 2.9 is a true and complete list of all
of the sponsorship  fees,  direct  response fees, book sales orders,  radio show
sponsorships,  subscribers and other customers of the Seller associated with the
Acquired  Assets  during the 12-month  period  ended on March 31, 2000,  each of
which  accounts for the  respective  dollar  amount of sales set forth  opposite
their  respective  names on Schedule  2.9.  Except as set forth on Schedule 2.9,
none of such customers have been lost and the Seller has not received any notice
that there will be any loss of any of such customers or any substantial decrease
in sales to any of such customers.

         2.10  Title  and  Condition  of  Property.  The  Seller  has  good  and
marketable title to the Acquired Assets,  subject to no mortgage,  pledge, lien,
conditional sales agreement,  encumbrance or charge,  except for liens reflected
on Schedule  2.10 as securing  specified  liabilities  (with respect to which no
default  exists)  and  except  for  statutory  liens  for  taxes  not yet due or
delinquent.  There are no claims against the Seller and Sellers are not aware of
any facts or  circumstances  which could  reasonably  be expected to lead to any
claims,  which  would if  determined  adversely  to the Seller  result in a lien
against any of the Acquired Assets.

         2.11  Insurance.  Schedule 2.11 is a true and complete  list, as of the
date hereof,  of all  insurance  policies  carried by the Seller on the Acquired
Assets  (with a notation as to the status of premiums  paid or payable  thereon,
specifying the insurer, the amount of coverage,  the deductible amount, the type
of insurance,  the policy  number,  the cash  surrender  value,  the owner,  the
beneficiary,  the loss payee, and all pending claims thereunder). The Seller has
not been refused any insurance by any insurance  carrier to which it has applied
for insurance during the past three years because of unacceptable risk.


<PAGE>


         2.12 Employee  Arrangements.  Schedule 2.12 is a true and complete list
showing all employees and  independent  contractors of Seller that are necessary
for the operation of the Acquired Assets and their rate of compensation (and the
portions thereof attributable to salary, commissions and bonuses,  respectively)
as of the date of this  Agreement,  and showing  all  employment  contracts  and
compensation  arrangements  and benefit plans and  classifications  of employees
covered thereby as of the date of this Agreement.  Seller has provided Purchaser
true  and  complete  copies  of all of the  Seller=s  employment  contracts  and
compensation  arrangements  with its employees,  and all non-compete  agreements
with  employees,  and a copy of the Seller=s  current major medical and employee
health plans. Seller has provided Purchaser true and complete copies of all such
contracts  with such  independent  contractors.  Except as disclosed in Schedule
2.12,  there are no controversies  pending or threatened  between the Seller and
any employee,  former employee or job applicant of the Seller or any association
or any group of current  or former  employees  of the  Seller,  and the  general
relationship  between  the Seller  and their  employees  is good.  Seller has no
reason to believe that any salesman or other key employee is currently intending
to leave or will leave upon consummation of this Agreement.  Except as set forth
on Schedule  2.12,  the Seller is not a party to and has not been a party to any
employment  agreements,  collective  bargaining and labor agreements relating to
the  operation of the  Acquired  Assets.  The Seller has complied  with all laws
applicable to it relating to the  employment of labor,  including any provisions
relating  to wages,  hours,  collective  bargaining  and the  payment  of social
security and other taxes.

         2.13 Bank or Other Accounts.  Schedule 2.13 is a list showing as of the
date of this Agreement (i) the name of each  institution in which the Seller has
funds,  certificates  representing  deposits,  accounts,  safe deposit  boxes or
securities, (ii) the names in which the funds, certificates, boxes or securities
are held and (iii) the names of each person  authorized  to draw thereon or have
access thereto.

         2.14 Tax Matters.  Except as  specifically  disclosed on Schedule 2.14,
the Seller has duly and timely filed all income, excise,  corporate,  franchise,
property, sales, payroll, withholding and other tax returns and reports required
to be filed by it as of the date  hereof by the United  States of America or any
state or any political  subdivision thereof and has paid or established adequate
reserves for all taxes  (including  penalties  and  interest)  which have or may
become due pursuant to such returns and any assessments which have been received
by it or otherwise.  All such tax returns or reports fairly reflect the taxes of
the Seller for the periods covered thereby.  The Seller is not delinquent in the
payment  of  any  tax,  assessment  or  governmental  charge,  there  is no  tax
deficiency  or  delinquency  asserted  against the Seller and there is no unpaid
assessment,  proposal for  additional  taxes,  deficiency or  delinquency in the
payment of any of the taxes of the Seller  that could be  asserted by any taxing
authority, nor of any material violation of any federal, state, local or foreign
tax law. No Internal  Revenue  Service  audit of the Seller is pending or to the
knowledge of the Seller threatened,  and the results of any completed audits are
properly  reflected in the  Seller=s  financial  statements.  The Seller has not
granted any extension to any taxing  authority of the  limitation  period during
which any tax liability may be asserted.  The Seller has committed no knowing or
willful violation of any federal,  state,  local or foreign tax laws. All monies
required to be withheld by the Seller from employees or collected from customers
for income taxes,  social security and  unemployment  insurance taxes and sales,
excise and use taxes, and the portion of any such taxes to be paid by the Seller
to governmental agencies, have been collected or withheld and either paid to the
respective  governmental  agencies or set aside in accounts for such purpose, or
such monies have been approved,  reserved  against and entered upon the books of
the Seller.  Except as set forth on Schedule  2.14,  there are no disputes as to
taxes of any nature  payable by the Seller.  Sellers have delivered to Purchaser
on or before  the date of this  Agreement  true and  complete  copies of all the
federal and state tax returns of the Seller for each of the years ended December
31, 1996,  through December 31, 1998. The Seller is not and has not been subject
to any, (if any), local or foreign tax return  requirements.  Seller  represents
and  warrants  that  there  are no tax  liens  or  judgment  liens on any of the
Acquired Assets or any Proprietary Rights of Seller.


<PAGE>


         2.15 No Defaults under  Contracts.  All contracts,  agreements,  plans,
leases,  licenses,  certificates,  insurance  policies,  permits  and  franchise
agreements listed in any schedule provided to Purchaser  hereunder are valid and
in full force and effect, except to the extent disclosed in any schedule hereto.
Except as set forth in Schedule  2.15,  the Seller has not breached any material
provision of, nor is in default in any material  respect under the terms of, any
such contract,  agreement,  lease,  license, or permit, and the Seller is not in
default in any material respect as to its performance on any such contracts.

         2.16  Litigation,  Defaults  under  Laws,  etc.  Except as set forth in
Schedule  2.16,  the Seller has complied with and is not in default  under,  any
law, rule,  permit,  regulation,  ordinance,  order,  writ,  injunction or court
decree applicable to it. Except as set forth in Schedule 2.16, the Seller is not
subject to any order, ruling,  decree or judgment,  having continuing effect, of
any court,  arbitrator or governmental agency or instrumentality.  Except as set
forth in  Schedule  2.16,  there are no claims,  actions,  suits,  arbitrations,
investigations,  disputes or other  proceedings  against the Seller,  pending or
threatened;  and Sellers have no knowledge of any factual  basis  existing  that
could  reasonably  be  expected  to  result  in any such  claim,  action,  suit,
arbitration, investigation, dispute or other proceeding.

         2.17 No Consents  Required.  Except as set forth on Schedule  2.17,  no
consents  are  required  by the  Seller in  connection  with the  execution  and
delivery of this Agreement and the consummation of the transactions contemplated
herein,  or to avoid or prevent any  acceleration  of  maturity  or  performance
under, or any default or breach of, or any material  adverse effect with respect
to any indebtedness,  contract,  right, franchise,  permit or other privilege to
which the Seller is a party or by which any of their assets are bound.

         2.18  Brokers and  Finders.  Except for Paul  Montle,  the services for
which Seller is solely  responsible and for which Seller is directing  Purchaser
to issue  200,000  shares of JV Web Common  Stock to Paul Montle at Closing,  no
broker or finder has acted  directly or indirectly  for the Seller in connection
with this Agreement or the transactions contemplated hereby, and no other broker
or finder is entitled to any  brokerage or finder's fee or other  commission  in
respect thereof based in any way on agreements,  arrangements or  understandings
made by or on behalf of the  Seller,  and if any  broker or finder  retained  by
Seller  attempts  to make a claim  for any such  fees,  Seller  shall be  solely
responsible.

         2.19  Absence  of  Changes.  Except  as  disclosed  by  Seller  in this
Agreement or in any Schedule to this Agreement,  since December 31, 1999,  there
has been no material  adverse  change in the  business,  results of  operations,
prospects,  financial condition or liabilities (accrued, absolute, contingent or
otherwise), related to the Acquired Assets.

         2.20  Product  Warranties.  There  is  no  existing  claim  against  or
liability  of the Seller on account of  product,  service,  or sales  warranties
related to the  Acquired  Assets,  and, the Seller has no knowledge of any basis
for any such claim on account of  defective  products  heretofore  manufactured,
licensed, sold or rented which is not fully covered by insurance.


<PAGE>


         2.21 Year 2000  Compliance.  The  Acquired  Assets  and the  associated
business  systems are Year 2000 Compliant.  AYear 2000 Compliant@ means that the
information   technology  and  all  business,   telecommunications,   machinery,
equipment  and  operational  systems (the  ASystems@):  (i) will  correctly  and
unambiguously process date information at all times,  including as the year 2000
is approached and reached; and (ii) will not suffer any abends, aborts, improper
operation  or other  interruptions  in  operation as a result of the approach or
reaching  of  any  particular  date  or the  improper  processing  of any  date.
AProcessing@  of date  information  includes,  but is not limited to,  accepting
input of dates without  ambiguity,  outputting all dates in an unambiguous form,
and  performing  calculations,  comparisons  or operations or taking  actions or
making decisions using dates, portions of dates, or time periods. The concept of
Year 2000  Compliance  includes all issues  relating to the handling of dates or
time periods,  including the  processing of the leap year that will occur in the
year 2000.  In the case of  products  with which the  parties  provide  that the
System  shall  perform  as a larger  system,  then  the  expression  AYear  2000
Compliant@ means that the larger system shall be Year 2000 Compliant.

         2.22 Investment Representation.  The Seller has no intention of selling
the JV Web Common  Stock or any  interest  therein in  violation  of the federal
securities laws or any applicable  state  securities  laws. Prior to the date of
this Agreement, Seller and Shareholder have reviewed all information provided to
it by JV Web and  Buyer  and has had the  opportunity  to ask  questions  of and
receive  answers from  representatives  of JV Web and Buyer  concerning  JV Web,
Buyer and the JV Web Common Stock and to obtain certain  additional  information
requested of JV Web or Buyer.

         2.23  Disclosure.   No   representation   or  warranty  by  Seller  and
Shareholder  in  this  Agreement,  nor  in any  exhibit  or  schedule  delivered
herewith, nor any statement or certificate furnished or to be furnished by or on
behalf of Seller or Shareholder pursuant to this Agreement or in connection with
the  consummation of the transactions  herein  contemplated,  contains,  or will
contain,  any untrue  statement  of a material  fact or omit to state a material
fact  necessary  in  order  to  make  the  statements  herein  and  therein  not
misleading.  Notwithstanding  any investigation made at any time by or on behalf
of Purchaser,  and  notwithstanding any actual or implied knowledge or notice of
any  facts  or  circumstances  which  Purchaser  may  have as a  result  of such
investigation  or otherwise,  Seller and Shareholder by his or her execution and
delivery   of  this   Agreement   acknowledges   that  the   accuracy   of  such
representations,  warranties,  schedules,  exhibits, statements and certificates
have been  relied  upon by  Purchaser  in entering  into and in  performing  and
observing the obligations pursuant to this Agreement.

                                    SECTION 3

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         3.1  General.   Buyer  represents  and  warrants  to  Seller  that  the
representations and warranties set out in this Section 3 are true and correct as
of the date of this  Agreement and will be true and correct  through the Closing
as if made on and as of the Closing Date, and shall survive the Closing Date.


<PAGE>


         3.2 Corporate Standing. Buyer is a corporation, duly organized, validly
existing and in good  standing  under the Laws of the State of Delaware with the
power to own its  respective  assets  and  carry on its  business  as  presently
conducted. Buyer is duly qualified to do business and is in good standing in the
State of Delaware and each state or other  jurisdiction where such qualification
is required.

         3.3  Authority.  Buyer has the power and authority to execute,  deliver
and perform this Agreement and all other  instruments and documents  required or
contemplated to be executed, delivered and performed by it under this Agreement.
Such  execution,  delivery and  performance (i) have been duly authorized by all
necessary  action,  (ii) do not and will not require the  approval of any Person
whose approval has not been  obtained,  (iii) do not and will not contravene the
Certificate  of  Incorporation  or  Bylaws  of  Buyer,  (iv) do not and will not
contravene,  conflict with,  result in a violation (or any  occurrence  which by
notice or passage of time or both would  constitute a violation)  of, or entitle
any party to  terminate,  accelerate  or declare a default  with  respect to any
contract of Buyer, and (v) will not result in the violation of any Laws.

         3.4 Valid  and  Binding  Obligations.  This  Agreement  and each of the
documents  and  instruments  to be  executed  by Buyer and  delivered  to Seller
pursuant to this Agreement when so delivered  will  constitute its legal,  valid
and binding  obligations,  enforceable in accordance with each such Agreement's,
document's and instrument's respective terms.

         3.5 Full Disclosure. None of the representations and warranties made by
Buyer or made in any  certificate or memorandum  furnished or to be furnished by
Buyer,  or on its  behalf,  contain  or will  contain  any untrue  statement  of
material  fact,  or to Buyer's  best  knowledge,  omits any material  fact,  the
omission  of which  would be  misleading.  Any item  disclosed  by Buyer in this
Agreement or its  Schedules  shall be deemed to be disclosed  only in connection
with the specific representation to which it is specifically referenced.

         3.6      Finders'  Fees.  Neither the Buyer nor any of the officers,
directors or employees of either  employed any broker or finder or incurred any
liability  for any  brokerage  fee,  commission  or finders'  fee in  connection
 with any of the  transactions contemplated hereby.

         3.7 JV Web Shares. The JV Web Common Stock issued to Seller pursuant to
this  transaction  are being issued to Seller  pursuant to a shelf  registration
statement  (the  ARegistration  Statement@)  on Form S-B2  (Commission  File No.
333-43379),  covering among other things,  not less than the number of shares of
JV Web Common Stock comprising the JV Web Common Stock,  which has been declared
effective by the Securities Exchange Commission (the ACommission@).  Neither the
Commission nor any other regulatory authority has issued any order preventing or
suspending  the  effectiveness  or  use  of the  Registration  Statement  and no
proceedings for a stop order  preventing or suspending the  effectiveness or use
of the Registration  Statement have been instituted or are pending. . JV Web has
filed all reports currently  required to be filed by it under the Securities Act
and the Securities Exchange Act of 1934, or any rules or regulations thereunder.


                                    SECTION 4

                            NONCOMPETITION AGREEMENT

         4.1 Prohibition  Against Certain  Activities.  In  consideration of the
purchase  of  Seller's  business,  each of  Seller  and the  Shareholder  hereby
covenant and agree to not, directly or indirectly, either for its own benefit or
for the benefit of any other person,  without the prior  written  consent of the
Buyer, compete with the Buyer (and for purposes of this Section 5, ABuyer@ shall
include all of Buyer's affiliated entities,  including,  without limitation,  JV
Web,  Inc.)  in any  geographic  area in  which  it does  business  for a period
terminating  on the  later to occur  of:  (i) five (5)  years  beginning  on the
Closing Date, or (ii) the time at which the Seller or Shareholder  ceases to be,
directly or indirectly, a shareholder of Buyer, including without limitation any
of the following acts, which acts shall be considered violations of this Section
5:

         (a)      Engaging in any manner in the sweepstakes industry,  including
                  without  limitation,  owning,  participating  in, or otherwise
                  have  an  interest  in any  show  or  program  similar  to The
                  National   Sweepstakes   Show,   distributing  any  newspaper,
                  magazine or written  supplements  similar to Sweepstakes News,
                  or otherwise being engaged in the sweepstakes industry from an
                  industry or entertainment perspective ;

         (b)      Canvas,  solicit,  accept or perform any type of work  similar
                  to that  conducted  by the Seller for any  customer of Seller
                  or customer of Buyer;

         (c)      Request or advise any  customer of the Seller or Buyer to
                  withdraw,  curtail or cancel any of its  business  with the
                  Seller or Buyer;

         (d)      Assist  any  person in  soliciting  any  customer  of the
                  Seller or Buyer  for the  performance  of any type of work
                  performed by the Seller or Buyer;

         (e)      Induce or attempt to  influence  any employee of the Seller or
                  Buyer to  terminate  his or her  employment  with the Seller
                  or Buyer;

         (f)      Disclose  or  communicate  to  any  other  person,   firm,  or
                  corporation  the names of any customers of the Seller or Buyer
                  or other  knowledge  of the  operations  and  business  of the
                  Seller  or  Buyer,   or  otherwise   disclose  or  reveal  any
                  Confidential Information;

         (g)      Employ or cause to be employed  any  individual  employed  by
                  the Seller  prior to the Closing or by the Buyer at any time
                  during the term of this Agreement;

         (h)      Overtly do or perform  any act that is  designed  or intended
                  to  materially  and  adversely  affect the  goodwill or
                  operation and business of the Seller or Buyer; or

         (i)      Request,  advise or attempt to influence any person which is a
                  source of materials,  supplies, personnel,  services, funds or
                  information  for the  Seller or Buyer to  withdraw,  cancel or
                  curtail the sale or furnishing of such items to the Buyer.

         4.2      Acknowledgement of Need for Covenants. Insofar as the
                  covenants set out in this Section 4 are concerned,  the Seller
                  and Shareholder specifically acknowledges and agrees as
                  follows:

         (a)      The covenants are reasonable and necessary to protect the
                  goodwill and the operations and business of the Buyer.

         (b)      The time duration of the  covenants  are  reasonable  and
                  necessary to protect the goodwill and the  operations  and
                  business of the Buyer.

         (c)      The  geographical  area  limitations  of the covenants are
                  reasonable  and necessary to protect the goodwill and the
                  operations and business of the Buyer.

         (d)      The covenants are not  oppressive to the Seller or Shareholder
                  and do not impose a greater  restraint  than is  necessary  to
                  protect the  goodwill and the  operations  and business of the
                  Buyer.

         4.3  Damages.  In  the  event  any  party  hereto  violates  any of the
covenants set out in this Section 4, the Buyer shall suffer  irreparable  damage
and shall be entitled to full  injunctive  relief or such other  relief  against
such party as may be provided by law or in equity  together with such damages as
may be provided at law or in equity.  The Buyer shall be entitled as a matter of
right to  specific  performance  of the  requirements  of this  Section  4 or to
temporary or permanent  injunctive relief against any breach of any provision of
this Section 4. The breaching  party will be responsible for all court costs and
reasonable  attorneys'  fees  incurred  by  the  Buyer  if it  obtains  specific
performance of, or any injunction against violation of, the requirements of this
Section 4, provided such actions are pursued by the Buyer in good faith.


<PAGE>


         4.4 Judicial Modification. It is the express intention of the Buyer and
the Seller and  Shareholder  to comply with all laws which may be  applicable to
the covenants  contained in this Section 4. Therefore,  the Buyer and the Seller
and  Shareholder  have  attempted to limit the Seller's right to compete only to
the extent necessary to protect (i) the Buyer from unfair competition,  and (ii)
the Buyer's  goodwill and its operations and business.  The Buyer and the Seller
and Shareholder recognize,  however, that reasonable people may differ in making
such a determination.  Consequently,  it is hereby  specifically agreed that, in
the event that any covenant  contained in this Section 4 shall be  determined by
any court or other constituted legal authority to be effective in any particular
area or jurisdiction  only if such covenant is modified to limit its duration or
scope,  such  covenant  may be reformed or modified by the  judgment or order of
such court or authority to reflect a lawful and  enforceable  duration or scope.
Such  covenant  shall  automatically  be deemed to be amended and modified  with
respect  to that  particular  area or  jurisdiction  so as to  comply  with  the
judgment  or order of such court or  authority  and,  as to all other  areas and
jurisdictions  covered by this Agreement,  the terms and provisions hereof shall
remain in full force and effect as originally written.

         4.5 Void or Unenforceable. In the event any covenants contained in this
Section 4 shall be held by any court or other  constituted legal authority to be
void  or  otherwise   unenforceable  in  any  particular  area  or  jurisdiction
notwithstanding  the  operation of this Section 4, such  covenant  automatically
shall be deemed to be amended so as to eliminate  therefrom that particular area
or  jurisdiction  as to  which  such  covenant  is so  held  void  or  otherwise
enforceable and, as to all other areas and jurisdictions covered by this Section
4, the terms and  provisions  hereof  shall  remain in full  force and effect as
originally written.

         4.6  Confidential  Information.  As used in this  Section  4,  the term
"Confidential  Information"  shall  mean  information  of any  kind,  nature  or
description  which is disclosed to, discovered by or otherwise known to a person
by reason of such person's employment and/or association,  whether past, present
or future,  with another person and/or its affiliates,  which information is not
generally  known in the  businesses  in  which  the  latter  person  and/or  its
affiliates were or are engaged.  Such information includes but is not limited to
ideas,  discoveries,  inventions,  techniques,  methods,  practices,  processes,
formulas,  technical information,  data, information concerning products, goods,
services and manufacturing methods, customers, customer requirements,  marketing
methods  and  plans,  vendor   information,   pricing   information,   marketing
information,  as well as any other  information  regarding a person's methods of
conducting its business,  whether patentable or not, and whether  implemented or
not.

         4.7  Waivers.  No waiver of  compliance  with any  term,  provision  or
condition hereof shall be effective unless evidenced by an instrument in writing
duly  executed by the party hereto  sought to be charged  with such  waiver.  No
waiver of any breach of any term or  provision of this Section 4 shall be deemed
to be a waiver of any  preceding or  succeeding  breach of the same or any other
term or provision. No extension of time for or consent to the performance of any
obligation  or act shall be deemed to be an extension of the time for or consent
to the performance of any other obligation or act.

                                    SECTION 5

                       CONDITIONS TO OBLIGATIONS OF BUYER

         The  obligations  of Buyer with respect to the purchase of the Acquired
Assets  at the  Closing  are  subject  to  the  satisfaction  of  the  following
conditions,  which may be waived in whole or in part by Buyer in  writing to the
extent permitted by Law:


<PAGE>


         5.1  Representations  and Warranties  Correct.  Each representation and
warranty of Seller and Shareholder made in or pursuant to this Agreement and any
related  document or  instrument  which has a  financial  effect on Buyer or the
Acquired  Assets,  shall be true and correct in all material  respects as of the
date of this  Agreement  and as of the  Closing  Date,  with the same  force and
effect as though made at and as of the Closing Date.

         5.2 Covenants  Performed.  Seller and Shareholder  shall have performed
and satisfied all covenants and conditions required to be performed or satisfied
by them at or prior to the  Closing  Date  pursuant  to this  Agreement  and any
document or instrument executed in connection with this Agreement.

         5.3 Closing Certificate.  Buyer shall have received on the Closing Date
a certificate or certificates,  in form and substance reasonably satisfactory to
Buyer, from appropriate officers of Seller,  certifying the matters set forth in
Sections 5.1 and 5.2 of this Agreement, and certifying that (i) attached to such
certificate or  certificates  are true and correct copies of the  Certificate of
Incorporation  and  Bylaws of Seller  and (ii) the  incumbency  of each  officer
executing  this  Agreement  and  all  documents  and  instruments   executed  in
connection therewith.

         5.4 Absence of Litigation;  No Material  Adverse Change.  No Proceeding
shall  have been  instituted  on or prior to  Closing  Date  seeking  to enjoin,
restrain,  invalidate,  prohibit, avoid, set aside or render illegal in whole or
in part the consummation of the transactions  contemplated by this Agreement, or
to obtain substantial damages in connection therewith. In addition,  there shall
be no material adverse changes in the Acquired Assets since December 31, 1999.

         5.5      Governmental  Approvals.  All  required  governmental  filings
shall have been made and all  requisite  governmental approvals for the
consummation of the transactions contemplated by this Agreement shall have been
received.

         5.6 Obligations  Discharged.  All  indebtedness of Seller described and
all  liabilities,  duties and  obligations  of Seller  contingent  or otherwise,
arising from or with respect to the period prior to the Closing  relating to the
Acquired  Assets,  other than those  expressly  to be assumed by Buyer under the
terms of this Agreement,  shall have been satisfied or discharged by Seller,  or
provision  for their  satisfaction  and  discharge  shall  have been  made,  and
evidence thereof shall have been provided to Buyer, all at or before the Closing
and to Buyer's satisfaction.

         5.7 Corporate Approval. The execution and delivery of this Agreement by
Seller,  and the  performance of its covenants and  obligations  under it, shall
have been duly authorized by all necessary  corporate and shareholder  approval,
and Buyer  shall have  received  copies of all  resolutions  pertaining  to that
authorization with respect to Seller, certified by the Secretary of Seller.

         5.8 Consents.  All necessary agreements,  consents and approvals of any
parties to the consummation by Seller of the  transactions  contemplated by this
Agreement,  or otherwise pertaining to the matters covered by it shall have been
received and completed on terms satisfactory to Buyer.


<PAGE>


         5.9      Due Diligence.  The  completion of Buyer's due diligence
examination  of the Seller to Buyer's  satisfaction  in its sole and absolute
discretion.

         5.10 Delivery of Closing  Documents.  The Seller shall have transferred
the Acquired Assets and delivered the closing documents specified in Section 7.2
to  the  Buyer  at  the  Closing,   including  the  Escrow   Agreement  and  the
Shareholders= Agreement.

         5.11     Acceptance by Buyer's  Counsel.  The form and substance of all
legal matters  contemplated  by this Agreement and all documents delivered under
this Agreement shall be reasonably satisfactory to counsel for Buyer.

                                    SECTION 6

                       CONDITIONS TO OBLIGATIONS OF SELLER

         The  obligations  of Seller  with  respect to the sale of the  Acquired
Assets  at the  Closing  are  subject  to  the  satisfaction  of  the  following
conditions,  which may be waived in whole or in part by Seller in writing to the
extent permitted by Law:

         6.1  Representations  and Warranties  Correct.  Each representation and
warranty of Buyer made in or pursuant to this Agreement and any related document
or  instrument  shall be true and correct in all respects as of the date of this
Agreement and as of the Closing  Date,  with the same force and effect as though
made at and as of the Closing Date.

         6.2 Covenants  Performed.  Buyer shall have performed and satisfied all
covenants  and  conditions  required to be  performed or satisfied by them on or
prior to the  Closing  Date  pursuant  to this  Agreement  and any  document  or
instrument executed in connection with this Agreement.

         6.3 Closing Certificate. Seller shall have received on the Closing Date
a certificate or certificates,  in form and substance reasonably satisfactory to
Seller,  from appropriate  officers of Buyer confirming the matters set forth in
Sections 6.1 and 6.2 of this Agreement and certifying  that (i) attached to such
certificate or certificates  are true and correct copies of the  certificates of
incorporation  and  bylaws  of Buyer  and (ii) the  incumbency  of each  officer
executing  this  Agreement  and  all  documents  and  instruments   executed  in
connection therewith.

         6.4 Absence of Litigation.  No Proceeding shall have been instituted on
or prior to the Closing Date seeking to enjoin, restrain, invalidate,  prohibit,
avoid,  set aside or render illegal in whole or in part the  consummation of the
transactions contemplated by this Agreement, or to obtain substantial damages in
connection therewith.

         6.5      Governmental  Approvals.  All  required  governmental  filings
shall have been made and all  requisite  governmental approvals for the
consummation of the transactions contemplated by this Agreement shall have beenr
received.

         6.6 Consents. All required consents and approvals of any parties to the
consummation by Buyer of the  transactions  contemplated by this Agreement shall
have been received.

         6.7 Corporate Approval. The execution and delivery of this Agreement by
Buyer, and the performance of its covenants and obligations under it, shall have
been duly authorized by all necessary  corporate  action,  and Seller shall have
received copies of all resolutions pertaining to that authorization with respect
to Buyer, certified by the Secretary of Buyer.

         6.8 Payments of Purchase Price and Delivery of Closing  Documents.  The
Buyer shall have paid the Purchase  Price to the Seller and  delivered or caused
to be delivered all closing documents  specified in Section 7.3 to the Seller at
the Closing, including the Escrow Agreement and Shareholders= Agreement.

                                                      SECTION 7

                                                       CLOSING

         7.1 Closing and Effective Date.  Closing of the  transactions  provided
for in this Agreement (the  "Closing")  shall take place on April __, 2000 or at
such other  later date as the parties  may agree upon in writing  (the  "Closing
Date").  The closing shall take place at the offices of Ryan & Sudan,  L.L.P. in
Houston,  Texas, or by courier  delivery of all required  documents,  or at such
other place as the parties may agree upon in writing.

         7.2      Delivery by Seller at the Closing.  At the Closing, Seller
shall deliver to Buyer (or shall ensure is delivered):

         (a)      Bills  of  sale,  instruments  of  transfer,   assignment  and
                  conveyance,  and  other  instruments  in  form  and  substance
                  reasonably  required  and  satisfactory  to Buyer and  Buyer's
                  counsel and sufficient to convey, transfer and assign to Buyer
                  and effectively vest in Buyer all right, title and interest in
                  the Acquired Assets,  together with possession of the Acquired
                  Assets;

         (b)      The certificate or certificates referred to in Section 5.3;

         (c)      All consents, approvals, authorizations or orders obtained by
                  Seller;

         (d)      Certified copies of the resolutions, duly adopted by the Board
                  of Directors of Seller and by the stockholders of Seller, that
                  shall  be in  full  force  and  effect  on the  Closing  Date,
                  authorizing  the execution,  delivery and  performance of this
                  Agreement and all  instruments  and documents  contemplated by
                  this Agreement;


<PAGE>


         (e)      Simultaneously  with  the  consummation  of  the  transfer  as
                  contemplated herein, Seller, through its officers,  agents and
                  employees,  will put Buyer into full  possession and enjoyment
                  of all Acquired Assets;

         (f)      All books and records, memoranda, data and other documents
                  related to the Acquired Assets;

         (g)      Such other  instruments and documents  relating to the
                  transactions  contemplated by this Agreement as may reasonably
                  be requested by the Buyer;

         (h)      Consents  and  assignments  to the vendors agreements executed
                  by Ingram Book  Company and Baker & Taylor,  in form
                  acceptable to Buyer;

         (i)      The executed Escrow Agreement and Shareholders= Agreement.

         7.3      Delivery by Buyer at the Closing.  At the Closing, Buyer shall
                  deliver (or cause to be delivered) to Seller:

         (a)      (i) To Seller, a copy of the letter to American Stock Transfer
                  &  Trust   instructing  it  to  issue  to  Seller  and  Montle
                  certificates  representing  500,000  shares  of JV Web  Common
                  Stock, and the delivery to Seller of certificates representing
                  600,000  shares  of Buyer  Common  Stock;  (ii) to the  Escrow
                  Agent,  800,000  shares of JV Web  Common  Stock  and  400,000
                  shares of Buyer Common Stock, to be held pursuant to the terms
                  of the Escrow Agreement;

         (b)      The certificate or certificates referred to in Section 6.3;

         (c)      All consents, approvals, authorizations or orders obtained by
                  Buyer;

         (d)      Certified  copies of the resolutions duly adopted by the Board
                  of Directors of Buyer, authorizing the execution, delivery and
                  performance  of  this  Agreement  and  all   instruments   and
                  documents contemplated by this Agreement;

         (e)      Such other  instruments and documents  relating to the
                  transactions  contemplated by this Agreement as may reasonably
                  be requested by Seller; and

         (f)      The executed Escrow Agreement and Shareholders= Agreement.









                                    SECTION 8

                                 INDEMNIFICATION

         8.1  Indemnification  by Seller  and its  Shareholder.  Seller  and the
Shareholder,  jointly and severally,  shall indemnify,  defend and hold harmless
Buyer, its parent company JV Web, Inc., its affiliates, successors, and assigns,
against and in respect of any and all claims,  costs,  damages,  losses,  costs,
expenses,  obligations,  liabilities,  recoveries,  suits, causes of action, and
deficiencies, including interest, penalties, reasonable attorneys' fees, and all
response  and  restitution  costs,  that it shall incur or suffer,  which arise,
result  from or  relate  to:  (i) any  breach  of, or  failure  by Seller or the
Shareholders  to  perform,  any  of its or  their  representations,  warranties,
covenants  or  agreements  in this  Agreement or in any  schedule,  certificate,
exhibit or other instrument  furnished or to be furnished by or on behalf of the
Seller under this Agreement, including, without limitation, the representations,
warranties,  and  covenants  of Seller in Section 2.7  hereof;  (ii) any and all
debts,  liabilities  or  obligations  of Seller,  of or relating to the Acquired
Assets or effecting the Buyer's use of the Acquired  Assets,  whether  direct or
indirect,  fixed,  contingent or otherwise,  which exist at or as of the date of
the Closing  hereunder or which arise after the Closing but which are based upon
or arise from any act,  omission,  transaction,  circumstance,  sale of goods or
services,  state of facts or other  condition  which  occurred  or existed on or
before the date of the  Closing,  whether  or not then  known,  due or  payable,
except to the extent  expressly  assumed by Buyer  pursuant to the terms of this
Agreement;  (iii) any claims or actions by any shareholder or former shareholder
of Seller  alleging rights of dissent,  appraisal,  or the payment of fair value
for such person's  shares in Seller , whether or not such  shareholder or former
shareholder is entitled to any such rights under law; (iv) any debt, obligation,
or  liability  related  to any  Excluded  Asset;  and  (v) all  actions,  suits,
proceedings,  demands,  assessments,  judgments,  damages,  losses,  costs,  and
expenses  (including   reasonable  attorneys'  fees)  incident  to  any  of  the
foregoing.

         8.2  Indemnification  by Buyer.  Buyer shall indemnify  Seller and hold
Seller harmless  against and in respect of any and all claims,  costs,  damages,
losses, costs, expenses, obligations,  liabilities, recoveries, suits, causes of
action,  and  deficiencies,   including   interest,   penalties  and  reasonable
attorneys'  fees,  that it shall incur or suffer,  which  arise,  result from or
relate to: (i) any  breach  of, or failure by the other to  perform,  any of its
representations, warranties, covenants or agreements in this Agreement or in any
schedule, certificate,  exhibit or other instrument furnished or to be furnished
by or on behalf of the Buyer under this  Agreement;  and (ii) any liabilities or
obligations  arising from Buyer's operation of the Acquired Assets after Closing
that do not arise from Seller's indemnification obligations set forth in Section
8.1.


<PAGE>


         8.3 Third-Party  Claims.  Indemnified Party shall give the Indemnifying
Party written notice within thirty (30) days of receiving  written notice of any
loss for which the Indemnified Party is entitled to indemnification  pursuant to
this  Section 8 (an  "Indemnifiable  Claim")  resulting  from the  assertion  of
liability by third parties.  The Indemnifying  Party shall have thirty (30) days
after  receipt of notice to (i)  cooperate  in its  defense  or (ii)  assume its
defense with  experienced  counsel,  satisfactory to the Indemnified  Party. If,
within  thirty  (30) days of receipt of notice of an  Indemnifiable  Claim,  the
Indemnifying  Party fails to cooperate or assume such defense,  the  Indemnified
Party shall have the right to undertake the defense, compromise or settlement of
such  Indemnifiable  Claim  on  behalf  of and for the  account  and risk of the
Indemnifying Party.

         8.4 Other  Claims.  Indemnified  Party  shall give  Indemnifying  Party
written  notice of any  Indemnifiable  Claim other than an  Indemnifiable  Claim
resulting from the assertion of liability by third parties.  Indemnifying  Party
shall have  thirty  (30) days  following  receipt  of such  notice to remedy the
inaccuracy,  breach or  misrepresentation  on which the  Indemnifiable  Claim is
based.

         8.5 Escrow.  The parties  hereto have agreed that 800,000  shares of JV
Web Common  Stock and  400,000  shares of Common  Stock of Buyer (the  "Escrowed
Shares")  will be held in escrow with the Escrow  Agent and will be held subject
to the terms of this  Section  8.5,  Section  1.3,  and the Escrow  Agreement in
substantially  the same form as attached  hereto as Exhibit AA,@ and shall serve
as a fund from which an  Indemnifiable  Claim to which Buyer is entitled  may be
paid. In addition to all other rights Buyer may have at law, in equity, or under
this Agreement, any amounts for which Buyer is entitled to indemnification under
this Section 8 may be paid from such Escrowed Shares. If Seller contests Buyer's
right to such Indemnifiable  Claim, and such dispute cannot be settled within 30
days of Seller's receipt of notice of the claim,  then any such suit,  action or
proceeding must be brought in Harris County, Texas or in a United States federal
court  encompassing that geographic area. For purposes of this Agreement and for
purposes of determining the value of claims for indemnification made against the
shares placed into the escrow account,  the parties agree that the value of each
share of JV Web Common  Stock  placed into escrow and the value of each share of
Buyer  Common  Stock  placed into  escrow  shall be the greater of: (i) $.75 per
share;  and (ii) the average  daily  closing price of the JV Web Common Stock in
the primary market or exchange on which the JV Web Common Stock is then publicly
traded during the thirty day period immediately prior to the date any such claim
for  indemnification  is made against the Seller. The parties further agree that
in the event  there has been no claim for  indemnification  against  the 400,000
shares of Buyer  Common Stock  placed into escrow by the  expiration  of two (2)
years from and after the Closing Date,  then such 400,000 shares of Buyer Common
Stock shall be released out of escrow to Seller.

         8.6      Limits on Indemnification. The parties hereto agree that in no
event will theliability of Seller for  indemnification  under this  Section 8
(including  any claim for fraud)  exceed  the value of the  Escrowed  Shares and
the  additional 600,000  shares  of Buyer  Common  Stock,  provided,  however,
that (i)  shares released  from Escrow  shall no longer be subject to claims for
indemnification hereunder;  and (ii) any  successor  in interest to the Escrowed
Shares or the Buyer Common Stock shall take such shares subject to the
indemnification  rights of Purchaser  under this Section 8. For purposes of
determining the value of the purchase price of the Acquired Assets,  the parties
agree that the value of each share of JV Web Common Stock issued as part of the
purchase  price and the value of each share of Buyer Common  Stock issued as
part of the purchase  price shall be the greater of: (i) $.75 per share;  and
(ii) the average daily closing price of the JV Web Common Stock in the primary
market or exchange on which the JV Web Common Stock is then publicly  traded
during the thirty day period  immediately prior to the date any such claim for
indemnification is made against the Seller.

                                    SECTION 9
                             POST-CLOSING COVENANTS

         9.1      Transaction  Taxes.  In the  event  any  other  taxes  arise
as a result  of the  transactions  contemplated  by this Agreement, they will be
 the responsibility of Seller.

         9.2  Other  Taxes.  In  regard  to  all  other  taxes  (including,   as
applicable,  federal,  state,  and local taxes) relating to the Acquired Assets,
Buyer shall be  responsible  only for those taxes which accrue for periods after
the Closing Date.  Seller shall be responsible  for the payment of all taxes and
the filing of all returns and reports which are required as a result of Seller's
operations.

         9.3 Records.  Buyer will maintain any and all records transferred to it
and allow Seller reasonable access for normal and customary  business reasons to
such  records,  during  normal  business  hours.  Prior to  destroying  any such
records,  Buyer shall notify  Seller and allow Seller to obtain those records at
Seller's cost and expense.

         9.4 Further Assurances.  Seller shall execute, acknowledge and deliver,
at or at  any  time  after  the  Closing,  at no  expense  to  Buyer,  all  such
assignments,  transfers,  consents, instruments and other documents as Buyer may
reasonably  request to vest in Buyer,  and to protect and assure  Buyer's right,
title and interest in, and  enjoyment of, the Acquired  Assets,  and Buyer shall
execute,  acknowledge,  and deliver,  at or at any time after the Closing, at no
expense to Seller, all assumption  agreements necessary to effect the assumption
of the assumed liabilities  specifically assumed under Section 1.5 hereof. It is
specifically  agreed that Seller and Shareholder  will assist Buyer at such time
as shall be required to transfer any federal  trademark  registrations  from the
Supplemental Register to the Primary Register and to assist in any other filings
to vest full title in and to the Acquired Assets in Buyer.

                                   SECTION 10

                                    REMEDIES

         10.1     Specific  Performance.  Seller and Buyer each agree to the
remedy of  specific  performance  in addition to all other remedies provided by
law.

         10.2 Costs. If any legal action or other  proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Agreement,
the  successful  or  prevailing  Party shall be  entitled to recover  reasonable
attorneys'  fees and other  costs  incurred  in that  action or  proceeding,  in
addition to any other relief to which it or they may be entitled.

         10.3  Termination.  Either Party may on the Closing Date terminate this
Agreement if (i) any condition  precedent to such Party's  performance shall not
have been  satisfied as of the Closing  Date, or (ii) the Closing fails to occur
on or before the Closing Date through no fault of the terminating party,  unless
a later date is  mutually  agreed to by Seller and Buyer in writing on or before
the Closing Date. If the  termination of this Agreement by Buyer is based on the
fact that there has been a material  misrepresentation  or breach of warranty or
covenant of the Seller set forth herein, Buyer shall be entitled to any remedies
available at law or in equity.


<PAGE>



         10.4 Termination  Notice. If either Buyer on the one hand, or Seller on
the other hand, in addition to any other remedy  available to it, terminate this
Agreement  pursuant to 10.3 above on the Closing  Date,  it shall give notice of
termination  ("Termination  Notice") of this Agreement.  The Termination  Notice
shall  specify with  particularly  the default or defaults on which it is based.
The Termination Notice shall be effective when given.

         10.5     Remedies  Cumulative.  The rights and remedies  granted herein
are cumulative and not exclusive of any other right or remedy granted herein or
provided by Law.

                                   SECTION 11

                                  MISCELLANEOUS

         11.1     Modification of Agreement.  This Agreement may be amended or
modified only in writing signed by all of the Parties.

         11.2 Notices.  All notices and  communications  shall be in writing and
shall be  sufficiently  given if delivered in person or mailed by certified mail
or registered mail,  return receipt  requested,  postage  prepaid,  addressed as
follows:

         To Seller:

                  Sweepstakes Entertainment Corporation
                  215 Cranwood Drive
                  Key Biscayne, Florida 33149

         To Shareholder :

                  c/o Lawrence F. Curtin
                  215 Cranwood Drive
                  Key Biscayne, Florida 33149

         To Buyer:

                  National Sweepstakes Show, Inc.
                  c/o Greg J. Micek
                  5444 Westheimer, Suite 2080


<PAGE>


                  Houston, Texas 77056

                  with a copy to:

                  Robert C. Beasley
                  Ryan & Sudan, L.L.P.
                  909 Fannin, Suite 3900
                  Houston, Texas 77010-1010

         Any  party at any time by  notice  to the  other  party  may  designate
additional or different addresses for subsequent notices or communications. If a
notice or communication is mailed in the manner provided above, it is duly given
when mailed by first class mail,  postage prepaid,  addressed as provided above,
whether or not the addressee receives it.

         11.3     Severability.  The invalidity or  unenforceability  of any
provision of this Agreement shall not invalidate or affect the enforceability of
any other provision of this Agreement.

         11.4     Entire  Agreement.  This  Agreement  sets forth the entire
agreement  among the parties  with respect to the subject matter hereof.

         11.5     Waiver.  No delay in the exercise of any right under this
Agreement shall waive such right.

         11.6     Governing  Law. The laws of the State of Texas shall govern
this  Agreement,  excluding  any such laws  directing the application of the
laws of another jurisdiction.

         11.7     Headings.  Headings in this Agreement are for the convenience
only and shall not affect the  interpretation  of this Agreement.

         11.8     Schedules and Exhibits.  All Schedules and Exhibits attached
to this Agreement are hereby  incorporated in and made a part of this Agreement.

         11.9   Counterparts.   This  Agreement  may  be  executed  in  multiple
counterparts,  each of which shall have the force and effect of an original, and
all of which shall constitute one and the same agreement.

         11.10 Rights of Parties. Nothing in this Agreement,  whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the Parties and their respective  successors
and as signs, nor is anything in this Agreement intended to relieve or discharge
the obligation or liability of any third persons to any Party to this Agreement,
nor shall any provision give any third person any right of subrogation or action
over against any Party to this Agreement.

         11.11 Public Notices.  Prior to the Closing,  no public notices of this
Agreement,  save and except any required by  applicable  Laws,  shall be made by
Buyer or Seller.  All public  notices  prior to closing must be mutually  agreed
upon by Buyer and Seller.

         11.12  Expenses.  Except as  specifically  set forth in  Section  11.3,
Buyer,  Seller  and the  Stockholders  shall each be  responsible  for their own
expenses in connection with this transaction, including but not limited to legal
expenses and out-of-pocket costs.

         11.13  Assignment.  This  Agreement  and  the  rights  of SEC  and  the
Shareholders  hereunder  may not be assigned  (except by  operation  of law) and
shall be binding upon and shall inure to the benefit of the parties hereto,  the
successors  and  assigns of SEC and the heirs and legal  representatives  of the
Shareholders.  This Agreement and the rights of Buyer  hereunder may be assigned
by Buyer to the parent  corporation of Buyer or to a wholly owned  subsidiary of
such parent corporation.

                                   SECTION 12

                                   DEFINITIONS

         12.1     Specific Definitions.  As used herein the following terms
shall have the meanings as defined below:


         Affiliate  shall mean any  Person  which is an  "affiliate"  within the
meaning of the Regulations promulgated under the Securities Act of 1933, as such
Regulations and Act are amended and in effect on the date in question.

         Material  Adverse Event or Material  Adverse  Effect shall mean (i) any
change,  development or effect (individually or in the aggregate) in the general
affairs,  management,  business, results of operations,  condition (financial or
otherwise),  assets, liabilities or prospects (whether or not the result thereof
would be  covered by  insurance)  which  would be  material  and  adverse to the
Acquired Assets,  after giving effect to the transactions  which are the subject
of this Agreement,  or (ii) any fact or development that would  (individually or
in the aggregate) after giving effect to the transactions  which are the subject
of this Agreement,  impair the Seller's ability to perform on a timely basis any
material  obligations it has under this  Agreement.  Loss or damage shall not be
considered to be material and adverse to the Seller  unless the aggregate  total
of all losses or damages exceeds $5,000.

         Person  shall  mean  an   individual,   partnership,   joint   venture,
corporation, bank, trust, unincorporated organization or governmental body.

         Proceeding  means any action,  suit,  claim,  investigation,  review or
other proceeding,  at law or in equity, before any federal,  state, municipal or
other governmental court, department, commission, board, bureau, agency or other
instrumentality.


<PAGE>


         12.2  Accounting  Terms.  As used  herein,  the term  GAAP  shall  mean
Generally Accepted Accounting Principles,  applied on a consistent basis, (a) as
set forth in the  opinions of the  Accounting  Principles  Board of the American
Institute of Certified Public  Accountants  ("AICPA")  and/or  statements of the
Financial  Accounting Standards Boards which are applicable in the circumstances
as of the date in  question,  and (b)  which  were not  inconsistent  with  such
opinions and statements, as set forth in other AICPA publications and guidelines
and/or which  otherwise  arise by custom for the  particular  industry;  and the
requisite that such  principles be applied on a consistent  basis means that the
accounting  principles  in a  current  period  are  comparable  in all  material
respects to those applied in a preceding  period.  All  accounting and financial
terms used in this Agreement and the compliance with each covenant  contained in
this Agreement  relates to financial matters to be determined in accordance with
GAAP,  except to the extent that a deviation  therefrom is  expressly  stated in
this Agreement.

         12.3 Other terms.  Other terms may be defined  elsewhere in the text of
this Agreement and shall have the meaning indicated throughout this Agreement.

         12.4     Other Definitional Provisions.


         (a)          The words "hereof", "herein", and "hereunder" and words of
                      similar import, when used in this Agreement shall refer to
                      this  Agreement  as a  whole  and  not to  any  particular
                      provision of this Agreement.

         (b) The terms defined in the singular  shall have a comparable  meaning
when used in the plural, and vice versa.


<PAGE>


         EXECUTED in multiple counterparts as of the date first written above.

                                            NATIONAL SWEEPSTAKES SHOW, INC.
                                            ("Buyer")



                                            By:_________________________________
                                            Greg J. Micek, President

                                            ("Seller")

                                            SWEEPSTAKES ENTERTAINMENT
                                                CORPORATION



                                            By:_________________________________
                                            Lawrence F. Curtin, President

                                            ------------------------------------
                                            Lawrence F. Curtin, Individually

         Paul Montle hereby  executes this Agreement  solely for the purposes of
agreeing to the provisions of Section 1.3 and Section 8 hereof as they relate to
shares of JV Web Common Stock to be placed into Escrow.

                                            ------------------------------------
                                            Paul Montle

M:\PAT\WP\658\JVWEB.DOC


<PAGE>


                                    LIST OF SCHEDULES


1.1(a)   Acquired Assets
1.1(c)   Acquired Contracts

1.1(d)   Backlog Orders and Accounts Receivables as of March 31, 2000
1.2      Excluded Assets
2.5      Income Statements
2.6      List of Liabilities relating to Acquired Assets
2.8      Material Contracts relating to Acquired Assets
2.9      Customers, Subscribers, Sponsorship Fees, Direct Orders, etc.
2.10     List of any liens, encumbrances, etc. on Acquired Assets
2.11     Insurance on Acquired Assets
2.12     Employees and Independent Contractors
2.13     Bank Accounts
2.14     Tax Matters
2.15     Defaults under Contracts
2.16     Any litigation, disputes, etc.
2.17     Any consents required

                                LIST OF EXHIBITS


Exhibit AA@ - - Escrow Agreement
Exhibit AB@ - - Shareholders= Agreement