EXHIBIT 10.08 AGREEMENT WITH LS CAPITAL DATED APRIL 20, 1998
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of this
the 20th day of April, 1998 by and between (a) JVWeb, Inc., a Delaware
corporation (the "Company"), and (b) LS Capital Corporation, a Delaware
corporation ("LS Capital").
Recitals:
WHEREAS, the Company has agreed with LS Capital to register with the
United States Securities and Exchange Commission approximately 72,950 shares
(the "Registered Shares") of common stock in the Company ("Common Stock") and
approximately 391,800 Class A Warrants that may be sold by LS Capital from time
to time in the future, in addition to approximately 277,050 shares of Common
Stock and approximately 1,108,200 Class A Warrants constituting an in-kind
dividend to the stockholders of LS Capital; and
WHEREAS, as a condition to the Company's entering into the agreement
described in the preceding recital, the Company required LS Capital to enter
into this Agreement;
Agreement:
NOW, THEREFORE, in consideration of the Company's agreement to enter
into the agreement described in the first recital set forth above, $10.00 and
other good and valuable consideration (the receipt, adequacy and sufficiency of
which are hereby acknowledged by LS Capital), LS Capital hereby agrees that it
shall not, without the prior express written consent of the Company, (a) sell
more than 22,000 during the first twelve weeks after public trading has
commenced in the Common Stock, and (b) thereafter sell in any three-month period
more than 10,000 Registered Shares. LS Capital hereby agrees that all stock
certificates representing shares of Registered Shares received by it shall bear
a restrictive legend in order to implement the restrictions imposed by this
Agreement.
IN WITNESS WHEREOF, the parties hereto have signed their names hereto
as of the first date written above.
JVWEB, INC., LS CAPITAL CORPORATION,
a Delaware corporation a Delaware corporation
By: /S/ Xxxx Xxxxx By: /S/Xxxx X. Xxxxxx
Xxxx Xxxxx, President Xxxx X. Xxxxxx, President