CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as
of the 15th day of December,  1999 by and between Ken Gooley  ("Consultant") and
JVWeb, Inc. (the "Company").

                                                      RECITALS:

         WHEREAS,  the Company  desires to engage  Consultant  to provide to the
Company certain consulting services described hereinafter (the "Services"),  and
Consultant  is willing  and  desires to be engaged by the Company to provide the
Services to the Company,  upon the terms,  provisions  and  conditions set forth
hereinafter; and

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

                                                     AGREEMENTS:

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

         l. Engagement.  Subject to the terms,  provisions and conditions
 hereinafter  stated,  the Company hereby
            ----------
engages  Consultant  to provide to the Company the following  services,  which
are referred to  hereinafter  as the
"Services", and Consultant hereby accepts such engagement:

o Sale of advertising  "banner ads" on various websites affiliated with JVWeb. o
Promotion of the web sites to create traffic to those sites. o Identification of
strategic partners for JVWeb and its affiliated entities.

Consultant  shall also provide  such other  services as from time to time may be
reasonably  requested by the  President of the  Company.  In providing  Services
hereunder,  Consultant shall use reasonable, and Consultant's best, efforts, and
shall perform the Services in a competent,  professional  and good  workman-like
manner of the highest caliber.  Consultant shall devote all of his business time
and  attention  to  performing  his  duties  hereunder.  During the term of this
Agreement,  Consultant agrees to work exclusively for the Company and to provide
the Services to no person other than the Company.  Consultant  shall be based in
Harris County, Texas, or surrounding area, but shall undertake such travel as is
necessary  or  advisable  for him to perform his duties  hereunder.  The Company
shall provide to Consultant  the use of such  facilities  and services as may be
necessary for the adequate  performance  of his duties  hereunder,  all of which
facilities shall be located in Harris County, Texas, or surrounding area.

         2.   Compensation. As compensation for providing the Services,
Consultant shall be paid as follows:
              ------------

                  (a)      JVWeb  shall pay to  consultant  a base  compensation
                           amount of $4,000.00  per month,  starting on December
                           16, 1999, and continuing for a twelve month period.

(b)                        JVWeb shall pay an additional bonus/commission to the
                           Consultant  equal to 15% of the first month's revenue
                           on the sale of banner ads or  corporate  sponsorships
                           for each corporate  sponsor  brought to JVWeb, or any
                           of its affiliated websites,  by the Consultant during
                           the  term of this  Agreement  with  respect  to which
                           JVWeb  consummates a transaction.  JVWeb shall pay an
                           additional  bonus/commission to the Consultant of 10%
                           for each additional month that the corporate  sponsor
                           remains as an advertiser.

(c)      Additional  compensation.  Consultant  will be entitled to various
stock options in JVWeb,  and affiliated
                           entities as follows:
1.                                     In JVWeb: Consultant shall be entitled to
                                       300,000    stock    options   under   the
                                       non-qualified   plan  set  up  by  JVWeb,
                                       pursuant  to the  attached  stock  option
                                       plan.  Such  options will be for a period
                                       of  three  years  from  the  date of this
                                       agreement.

2.                                     Bonus  stock  options:  Consultant,  from
                                       time to  time,  will be  involved  in the
                                       development  of sites that are affiliated
                                       to JVWeb. On occasion, and subject to the
                                       discretion  of the Board of  Directors of
                                       JVWeb,  Inc.,  Consultant will be granted
                                       additional stock options in JVWeb,  based
                                       on  Consultants   participation   in  the
                                       success of those affiliated projects.

Any fees due shall be  payable  five days after the  receipt of an invoice  from
Consultant  submitted  to the  Company at the end of a month  during the term of
this Agreement.  Consultant shall not be entitled to participate in any employee
benefit  plan now or  hereafter  established  by the Company  unless the Company
agrees to this expressly in writing.

         3.  Term.  Subject to  Section 4 below,  the term of this  Agreement
 shall  begin on the date  hereof and
             ----
shall continue until and through December 31, 2002.

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

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

                  (b) By Notice.  Either the Company or Consultant may terminate
Consultant's  engagement hereunder without cause by giving written notice to the
other,  at  least 60 days  prior to the  proposed  date of  termination,  of the
notifying  party's  desire  to  terminate   Consultant's   engagement  hereunder
whereupon  Consultant's  engagement  shall  terminate  on the date  given in the
notice or (if no date is given) 60 days after the notice is given.

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

                  (d) Effect of  Termination.  Upon  termination of Consultant's
engagement,  all rights and obligations  under this Agreement shall cease except
for (i) the rights and obligations under Section 5, 6, 7A, 7B and 8 hereof,  and
(ii) the rights and obligations  under Section 2 hereof to the extent Consultant
has  not  been   compensated   for  services   performed  prior  to  termination
(Consultant's  fee to be pro rated for the  portion of the pay  period  prior to
termination).

         5.  Noncompetition Agreement.
             ------------------------

                  (a)  Agreement.   For  a  period  of  one  year(s)  after  the
expiration of this Agreement or the termination of this Agreement by the Company
with just cause or Consultant  voluntarily,  Consultant  shall not,  directly or
indirectly,  acting  alone or as a member of a  partnership,  or as an  officer,
director,   shareholder,   employee,   consultant,   or  representative  of  any
corporation or in any other capacity with any other business entity:  (i) engage
in the  Strategic  Internet  Services  Businesss  (such  business is referred to
hereinafter as the "Restricted  Business") in electronic  commerce (such area is
referred  to  hereinafter  as  the  "Restricted  Area");  (ii)  solicit,   deal,
negotiate,  enter into an arrangement  or contract,  or attempt to do any of the
foregoing,  in any  manner  with  respect  to  the  Restricted  Business  in the
Restricted  Area with  respect to any person that was a client of the Company at
any  time  during  the  two-year  period  prior  to the  date of  expiration  or
termination,  or attempt to cause any such person to not  continue  the business
relationship  that it has with  the  Company;  or (iii)  induce  or  attempt  to
influence, directly or indirectly, any person employed by or under contract with
the Company at the date of  expiration or  termination,  to terminate his or her
engagement or contractual relationship with the Company.

                  (b)  Permitted   Exception.   Notwithstanding   the  foregoing
provisions  of this  section,  Consultant  shall be  permitted to own up to five
percent of the publicly-traded securities,  registered under Section 12 or 15(d)
of the Securities Exchange Act of 1934, of any competitor of the Company.

                  (c)    Reasonableness.    Consultant    hereby    specifically
acknowledges  and agrees that the temporal and other  restrictions  contained in
this  section  are  reasonable  and  necessary  to protect  the  business of the
Company,  and that the  enforcement  of the  provisions of this section will not
work an undue hardship on Consultant.

                  (d) Reformation.  Consultant  further agrees that in the event
either the length of time or any other  restriction,  or  portion  thereof,  set
forth in Section 5(a) above is held to be overly  restrictive and  unenforceable
in any court  proceeding,  the court may reduce or modify such  restrictions  to
those which it deems reasonable and enforceable  under the circumstances and the
parties  agree that the  restrictions  of Section 5(a) will remain in full force
and effect as reduced or modified.

(e)                   Sole  Remedy.  Company  and  Consultant  hereby  agree and
                      acknowledges  that the Company's sole remedy for breach of
                      this  provision is the  forfeiture  by  consultant  of all
                      stock and  stock  options  vested  or to be  vested  while
                      engaged by the Company.

                  (f) Severability. Consultant further agrees, in the event that
any  provision of Section 5(a) is held to be invalid or against  public  policy,
the remaining  provisions  of Section 5(a) and the  remainder of this  Agreement
shall not be affected thereby.

         6.  Confidentiality.
             ---------------

                  (a) "Confidential Information" means and refers to information
and materials  belonging to the Company that are not generally known outside the
Company,  including,  without limitation,  customers and customer lists, pricing
policies,   operational  procedures,   sources  of  supply,  methods,  formulae,
processes,  software  programs,  hardware  configurations,   know-how,  computer
programs and access codes,  technological  information,  information relating to
the  cost  of  its  products  and  services,  marketing  strategies,   financial
statements  and  projections,  and any other  information  which bears a logical
relationship  to  the  Confidential   Information   described  above  such  that
Consultant  knows or should  logically  conclude  that the  Company  regards the
information to be Confidential  Information.  Confidential Information shall not
include any knowledge or  information  that  Consultant  already knows as of the
date of this  Agreement,  that is already known to the general  public as of the
date of this  Agreement  or that becomes  known to the general  public after the
date of  this  Agreement  through  no  breach  of  Consultant's  confidentiality
obligations.

                  (b)  Consultant   hereby   recognizes  and  acknowledges  that
Consultant  may receive  information  from,  or may develop  information  on the
behalf of, the Company  Confidential  Information.  Consultant  hereby agrees to
maintain on a confidential  basis all Confidential  Information,  and Consultant
agrees that Consultant  shall not,  without the prior express written consent of
the Company,  use for  Consultant's  or anyone else's benefit or disclose to any
other  person  any   Confidential   Information,   except  in  connection   with
Consultant's work on behalf of the Company. Consultant hereby acknowledges that,
as between the Company and  Consultant,  the Company has the complete,  sole and
full right, title and interest in and to the Confidential Information,  and that
Consultant  has no rights,  expressed or implied,  with respect to the foregoing
other than those  expressly  provided for to the contrary in a writing signed by
both the Company  and  Consultant.  Consultant  further  agrees that  Consultant
shall, immediately upon the Company's request, return to the Company all written
Confidential   Information   and  all  writings   regarding  oral   Confidential
Information  whether such writings were  authorized  or not.  Consultant  hereby
agrees that the  confidentiality  agreement  provided for hereby shall last with
respect to any Confidential  Information for five years after such  Confidential
Information is disclosed by the Company to Consultant or developed by Consultant
on behalf of the Company, as the case may be.

         7A.  Assignment of Inventions.
              ------------------------

                  (a) For  purposes of this  Section  7A, the term  "Inventions"
shall mean discoveries, concepts, and ideas, whether patentable or copyrightable
or not, including, but not limited to, improvements,  know-how, data, processes,
methods,  formulae and techniques,  as well as improvements thereof, or know-how
related thereto,  concerning any past, present, or prospective activities of the
Company,  which Consultant makes,  discovers or conceives (whether or not during
the  hours  of  Consultant's  engagement  or  with  the  use  of  the  Company's
facilities,  materials,  or  personnel),  either  solely or jointly  with others
during Consultant's  engagement by the Company. All Inventions shall be the sole
property of the Company, and Consultant agrees to perform the provisions of this
Section 7A with  respect  thereto  without  the  payment  by the  Company of any
royalty or any consideration therefor,  other than the regular compensation paid
to Consultant in his capacity as a consultant of the Company.

                  (b)  Consultant  shall  apply,  at the  Company's  request and
expense,  for United States and foreign letters patent or copyrights,  either in
Consultant's name or otherwise as the Company shall desire.

                  (c)   Consultant   hereby   assigns  to  the  Company  all  of
Consultant's  rights to the  Inventions  and to  applications  for United States
and/or foreign  letters patent or copyrights and to United States and/or foreign
letters patent or copyrights granted in respect of the Inventions.

                  (d) Consultant  shall  acknowledge and deliver promptly to the
Company,  without  charge to the Company,  but at the  Company's  expense,  such
written instruments  (including  applications and assignments) and do such other
acts, such as giving testimony in support of Consultant's  inventorship,  as may
be necessary in the opinion of the Company to obtain, maintain, extend, reissue,
and enforce United States and/or foreign letters patent and copyrights  relating
to the  Inventions and to vest the entire right and title thereto in the Company
or its nominee.  Consultant acknowledges and agrees that any copyright developed
or conceived of by Consultant  during the term of Consultant's  engagement which
is related to the  business of the Company  shall be a "work for hire" under the
copyright law of the United States and other applicable jurisdictions.

                  (e) The Company shall also have the royalty-free  right to use
in its business, and to make, use, and sell products, processes, and/or services
derived from any inventions,  discoveries,  concepts,  and ideas, whether or not
patentable,  including,  but not limited to, processes,  methods,  formulas, and
techniques,  as  well as  improvements  thereof  or  know-how  related  thereto,
concerning any past, presents, or prospective  activities of the Company,  which
are not within the scope of Inventions  as defined in Section 7A(a) hereof,  but
which are conceived or made by Consultant  during the period that  Consultant is
engaged by the Company with the use or assistance  of the Company's  facilities,
materials, or personnel.

                  (f) Consultant represents that Consultant's performance of all
of the terms of this  Agreement  and as a consultant of the Company does not and
will not breach any trust relationship existing prior to Consultant's engagement
by the  Company.  Consultant  agrees  not to enter  into any  agreement,  either
written or oral, in conflict  herewith and represents and agrees that Consultant
has not brought and will not bring with  Consultant to the Company or use in the
performance  of  Consultant's  responsibilities  at the Company any materials or
documents of a former  employer or client which are not  generally  available to
the public, unless Consultant has obtained written authorization from the former
employer or client for their  possession  and use, and Consultant has provided a
copy of such written authorization to the Company.

         7B. Property of the Company. In addition to the provisions of Section 6
above,   Consultant   agrees  that,   upon  the  expiration  or  termination  of
Consultant's engagement with the Company,  Consultant will immediately surrender
to the Company all property,  equipment, funds, lists, books, records, and other
materials  of the  Company  or any  affiliate  thereof in the  possession  of or
provided to Consultant.

         8.  Indemnification.  Consultant  shall  protect,  indemnify  and  hold
harmless  the Company and each  affiliate  of the  Company  (including,  without
limitation, the Company's shareholders,  directors, officers, employees, agents,
attorneys and accountants)  from any and all demands,  threats,  claims,  suits,
proceedings,   actions,  causes  of  actions,  damages,  injuries,   judgements,
liabilities,  obligations, expenses and costs (including costs of litigation and
attorneys'  fees),  arising from (a) any breach by Consultant of any  agreement,
covenant,  promise,  representation  or  warranty  made  by  Consultant  in this
Agreement,  or (b) any action or  omission  constituting  negligence  or willful
misconduct of Consultant in the course of, or connected with, the performance of
the Services pursuant hereto.

         9. Law  Governing.  THIS  AGREEMENT  HAS BEEN  ENTERED INTO IN THE
STATE OF TEXAS AND SHALL BE GOVERNED BY
            --------------
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

         10.  Notices.  Any notice or request herein required or permitted to be
given to any party  hereunder  shall be given in writing and shall be personally
delivered  or sent to such party by prepaid  mail at the address set forth below
the  signature of such party  hereto or at such other  address as such party may
designate by written  communication  to the other party to this Agreement.  Each
notice  given in  accordance  with this  paragraph  shall be deemed to have been
given, if personally delivered, on the date personally delivered, or, if mailed,
on the third day following the day on which it is deposited in the United States
mail,  certified or registered  mail,  return  receipt  requested,  with postage
prepaid.

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

         12.  Severability.  If any  provision  of this  Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term hereof,  such  provision  shall be fully  severable and this  Agreement
shall be construed  and enforced as if such  illegal,  invalid or  unenforceable
provision  had  never  comprised  a part of  this  Agreement  and the  remaining
provisions of this Agreement shall remain in full force and effect and shall not
be  affected  by the  illegal,  invalid  or  unenforceable  provision  or by its
severance from this Agreement.  Furthermore, in lieu of such illegal, invalid or
unenforceable  provision,  there shall be added  automatically as a part of this
Agreement  a  provision  as  similar  in  terms  to such  illegal,  invalid,  or
unenforceable provision as may be possible and be legal, valid, and enforceable.

         13. Entire Agreement.  This Agreement embodies the entire agreement and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and supersede all prior agreements and understandings, whether written or
oral, relating to the subject matter hereof.

         14.  Binding  Effect.  This  Agreement  shall be binding upon and shall
inure  to the  benefit  of each  party  hereto  and his,  her or its  respective
successors,  heirs,  assigns,  and  legal  representatives,   but  neither  this
Agreement nor any rights  hereunder may be assigned by any party hereto  without
the consent in writing of the other party.

         15. Remedies.  No remedy conferred by any of the specific provisions of
this  Agreement is intended to be exclusive  of any other  remedy,  and each and
every remedy shall be cumulative  and shall be in addition to every other remedy
given  hereunder or now or hereafter  existing at law or in equity or by statute
or otherwise. The election of any one or more remedies by any party hereto shall
not constitute a waiver of the right to pursue other available remedies.

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<PAGE>


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

                                    "COMPANY"

                                   JVWEB, INC.


                   By:_______________________________________
                            Greg J. Micek, President

                      Address: 5444 Westheimer, Suite 2080
                              Houston, Texas 77056

                                  "CONSULTANT"

                   ------------------------------------------

                   Name:_____________________________________

                    Address: _______________________________

                         -------------------------------