PURCHASE AGREEMENT AND ASSIGNMENT

         THIS  PURCHASE  AGREEMENT  AND  ASSIGNMENT  ("Agreement")  is made  and
entered  into  this 4th day of  April,  2000 by and  between  (a) Home Line Talk
Radio, Inc., a Texas corporation (the  "Corporation"),  Jim Neidner  ("Neidner")
and  Leonard  Pizalate  ("Pizalate  ") (each  of the  Corporation,  Neidner  and
Pizalate is referred to hereinafter  singly, as a "Seller" and collectively,  as
the  "Sellers"),  on the one hand, and (b) JVWeb,  Inc., a Delaware  corporation
("Purchaser"), on the other hand.

                                                      RECITALS:

         WHEREAS,  the  Corporation  is the sole  owner of a radio talk show now
know as "Homeline Talk Radio Show," and the title, format,  concept,  ideas, and
all other rights, interests, elements, characteristics and incidents, pertaining
thereto (collectively, the "Show"); and

         WHEREAS,  each Seller  desires to sell and transfer to  Purchaser,  and
Purchaser  desires to purchase and acquire from Sellers,  full right,  title and
interest in and to the Show and the  "Related  Property"  (as  defined  herein),
subject  to no liens,  security  interests,  encumbrances,  claims,  charges  or
restrictions  on the  transfer  thereof,  all upon  and  subject  to the  terms,
provisions and conditions set forth herein;

                                                     AGREEMENT:

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises,  covenants,  agreements,  representations  and  warranties  set  forth
hereinafter,  and subject to the terms,  provisions and conditions  hereof,  the
parties hereto agree as follows:

                                                     ARTICLE ONE
                                                  SALE AND PURCHASE

         1.1 Sale and Purchase.  In consideration of the purchase price provided
for in Section  1.3 hereof and  without  any  further  act or deed,  each Seller
hereby sells, assigns,  transfers and conveys to Purchaser, and Purchaser hereby
purchases and receives from each Seller, full right, title and interest of every
kind and nature in and to the Show and the Related  Property  (free and clear of
any and  all  liens,  security  interests,  encumbrances,  claims,  charges  and
restrictions on transfer).  The Related Property  includes all of the following,
as well as those items listed on Schedule 1.1 hereto:

                  (a) All of the copyrights,  business names (including, without
         limitation,  the title of the Show),  registered  designs,  trademarks,
         trade names, service marks, patents, and applications and registrations
         thereof,  and any and all other  intangible  rights  whatsoever used in
         connection with the Show and the goodwill of the business symbolized by
         such copyrights,  business names, registered designs, trademarks, trade
         names,  service  marks,  and patents;  and all of the trade secrets and
         confidential know-how used in connection with the Show; and

                  (b) All rights,  titles and interests in and to prior episodes
         of the Show, including those described on Schedule 1.1 hereto under the
         caption  "PRIOR  EPISODES",  which items are referred to hereinafter as
         the "Prior Episodes", including, without limitation, all rights, titles
         and interests in and to all intellectual  property comprising the Prior
         Episodes and in and to all tangible mediums on which the Prior Episodes
         have been recorded; and

                  (c) The sole and  exclusive  right to produce new  episodes of
         the Show (which are referred to hereinafter as the "New  Episodes") and
         to record, or to authorize others to record,  the New Episodes by means
         of  electromagnetic  tapes,  film, video tape or any other means now or
         hereafter known; and

                  (d) The sole and  exclusive  right to, or to authorize  others
         to, broadcast,  remake, project, transmit,  televise, perform, exhibit,
         distribute,  exploit,  sell,  license  for  exhibition,  dispose of and
         generally  deal in any  manner  with,  the Prior  Episodes  and live or
         recorded versions of New Episodes,  or any part of any Prior Episode or
         New Episode, by radio, webcast,  television,  phonovision and any other
         process or means now or hereafter; and

                  (e) The  sole  and  exclusive  rights  to  translate  into all
         languages; to make any and all changes in the Show and its title, theme
         and content; to freely adapt, revise, rearrange,  modify,  interpolate,
         add to or subtract from any or all Prior  Episodes or New Episodes,  or
         any part thereof,  and the contents thereof; to make sequels to and new
         versions or  adaptations  of any or all Prior Episodes or New Episodes,
         or any part thereof; to make serials or series (alone or in combination
         with one or more programs based on other  material) of any or all Prior
         Episodes or New Episodes, or any part thereof; to use any part or parts
         of any or all Prior  Episodes  or New  Episodes  or the  content  theme
         thereof in  conjunction  with any other  material or materials;  and to
         separately  or  cumulatively  do any or all of the  foregoing,  to such
         extent as Purchaser in Purchaser's  sole  discretion may deem expedient
         or desirable; and

                  (f)  The  sole  and  exclusive   right  to  secure   copyright
         registration (or equivalent  protection in countries where no copyright
         law exists) of New Episodes,  and any other  versions or adaptations of
         any or all Prior  Episodes or New  Episodes,  in all  countries  of the
         world under any now existing or hereafter created laws,  regulations or
         rules,  in  the  name  of  Purchaser  or  any  other  person,  firm  or
         corporation; and

                  (g)  The  sole  and  exclusive   right,  for  the  purpose  of
         promoting,  advertising  and exploiting the Show, to make,  exhibit and
         market,  or cause to be made,  exhibited  and  marketed,  all  forms of
         promotional  and  advertising  materials based upon or adapted from the
         Show or any broadcast thereof, and to copyright the same in the name of
         Purchaser or its licensees; and

                  (h) The  non-exclusive  right  to use  Neidner's  name  and
         likeness  in  connection  with  promoting, advertising  and  exploiting
         the Show  until  the end of the term  provided  for in his  employment
         agreement  with iHomeline.com, Inc. (the "Employment Agreement"); and

                  (i) The sole and  exclusive  right to license or sublicense to
         others all or any of the rights sold or granted pursuant to this
         Agreement; and

                  (j) All  rights  of each  Seller  in, to and under any and all
         contracts,  agreements,  commitments, leases, licenses, franchises, and
         permits  relating to the Show  (including,  without  limitation,  those
         pertaining to suppliers,  customers,  employees,  equipment,  and motor
         vehicles), including those items described on Schedule 1.1 hereto under
         the caption "CONTRACTS", which items are referred to hereinafter as the
         "Contracts"; and

                  (k) Copies of all  records  relating  to the Show in  whatever
         form  (originals  of  which  the  Corporation  may  retain),  including
         accounting records, tax records,  property records,  personnel records,
         and  credit  records,  and  all of the  Corporation's  customer  lists,
         supplier lists, catalogs, and brochures; and

                  (l) All  accrued,  but  unbilled or (in the case of  contracts
         which involve no billing) uncollected,  amounts owed to the Corporation
         under any  agreement  or  contract  that the  Corporation  has with any
         advertiser or sponsor,  including  those amounts  described on Schedule
         1.1 hereto under the caption "ACCRUED AMOUNTS".

         1.2 Scope, Duration and Manner of Use of Rights.  Purchaser shall have,
own and enjoy the rights  sold  pursuant  to Section  1.1 above  throughout  the
entire world in perpetuity.  Purchaser  shall have the right to use and exercise
such rights without  restriction or limitation of any kind, even though such use
and enjoyment may compete or interfere  with the use and enjoyment of any rights
of any Seller not sold  pursuant  hereto.  Purchaser  may use any of such rights
singly or in combination,  or together with other rights independently acquired.
The  enumeration  of the Related Rights shall not be deemed to restrict or limit
in any way the generality of the sale and grant made herein.

         1.3 Purchase Price and Payment  Thereof.  The aggregate  purchase price
for the Show and the Related Rights is 200,000  registered  shares of the common
stock of Purchaser ("Common Stock") issued in the name of the Corporation.  Each
Seller hereby  acknowledges  that the Corporation  received a stock  certificate
issued in its name representing such shares.
         1.4 No Obligation to Produce.  Purchaser intends to use the rights sold
and  granted to it  pursuant  to  Section  1.1 above.  However,  nothing  herein
contained shall be interpreted or construed to obligate Purchaser to produce the
Show,  or  exercise  any of the other  rights,  licenses  or  privileges  herein
conveyed.  In no event shall the Show,  the Related Rights or any of them revert
to any Seller for Purchaser's failure of use.

         1.5 Assumed Liabilities.  Purchaser does not hereby or otherwise assume
and  shall  not be  obligated  to pay,  perform  or  discharge  any  obligation,
liability or debt of any Seller whether written or oral, existing or contingent,
except for  obligations  accruing  after the date hereof  (but not  obligations,
liabilities  or  debts  accrued  as of the  date  hereof)  with  respect  to the
Contracts. Each Seller hereby agrees to pay, perform or discharge after the date
hereof all of such Seller's  obligations,  liabilities and debts relating to the
Show and the Related Property not expressly assumed by Purchaser in this Section
1.5.

         1.6 Control  Over  Production.  All  decisions in  connection  with the
exploitation of the Show and the Related Rights (including,  without limitation,
the creative,  production  and business  decisions)  shall be made by and in the
sole discretion of Purchaser  and/or its designee,  and no Seller shall have any
control, right of consultation or decision-making authority whatsoever.

                                                     ARTICLE TWO
                                          REPRESENTATIONS, WARRANTIES, AND
                                                AGREEMENTS OF SELLERS

         Each  Seller  hereby  represents,  warrants  and  agrees,  jointly  and
severally,  to and with  Purchaser  that  (except  as  expressly  set forth on a
disclosure schedule attached hereto and signed by Purchaser):

         2.1 Organization and Standing of the Corporation.  The Corporation is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the state of Texas.  The Corporation has full requisite  corporate power
and authority to carry on its business as it is now being conducted, and to own,
operate,  and lease the  properties  now owned,  operated,  or leased by it. The
Corporation  is duly  authorized  and  qualified to carry on its business in the
manner as now conducted in state in which  authorization  and  qualification  is
required.  The  Corporation  has made available to Purchaser  true,  correct and
complete  copies  of the  corporate  authorization  for the sale of the Show and
Related  Rights,  and such other  contents of its minute book as  Purchaser  has
reasonably requested.

         2.2 Capacity to Enter into Agreement. Each Seller has full right, power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection herewith and perform such
its  obligations  hereunder  and  thereunder.  The execution and delivery by the
Corporation  of  this  Agreement  and  all  other   agreements,   documents  and
instruments to be executed by the  Corporation in connection  herewith have been
authorized  by all  necessary  corporate  action by the  Corporation.  When this
Agreement and all other agreements,  documents and instruments to be executed by
a Seller in  connection  herewith  are  executed  by a Seller and  delivered  to
Purchaser,  this Agreement and such other agreements,  documents and instruments
will  constitute  the valid and binding  agreements  of such Seller  enforceable
against  such  Seller in  accordance  with  their  respective  terms.  When this
Agreement is executed and delivered to Purchaser,  this  Agreement  will vest in
Purchaser full right,  title and interest in and to the Show and Related Rights,
free and clear of any and all encumbrances,  security interests, liens, charges,
claims,  restrictions  or  limitations,  whatsoever,  by any person of any kind,
including those on the transfer thereof, whether known or unknown.

         2.3  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
any  Seller  is a party or by which  any  Seller is bound or by which any of the
Show or Related Rights is bound or affected,  (b) violate any judgment  against,
or  binding  upon,  any Seller or upon any of the Show or  Related  Rights,  (c)
result in the creation of any lien,  charge or encumbrance  upon any of the Show
or Related Rights pursuant to the terms of any such contract, or (d) violate any
provision in the charter documents,  bylaws or any other agreement affecting the
governance and control of the Corporation.

         2.4 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection with the execution, delivery, or performance of this Agreement by any
Seller.

         2.5 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of any Seller, threatened against any Seller by persons not
a party to this Agreement  wherein an unfavorable  decision,  ruling, or finding
would render  unlawful or otherwise  adversely  affect the  consummation  of the
transactions contemplated by this Agreement.

         2.6 Financial Statements. Sellers have delivered to Purchaser copies of
the following financial statements (hereinafter  collectively referred to as the
"Financial Statements"): an interim balance sheet of the Corporation as of March
31,  2000  (the  "Balance  Sheet"),  an  interim  statement  of  income  for the
Corporation for the three-month period ended March 31, 2000 and other historical
financial  information.  The  Financial  Statements  are  complete  and correct,
present fairly the financial  condition of the  Corporation as at the respective
dates thereof,  and the results of operations for the respective periods covered
thereby, and have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis. There is no basis for the assertion of
any  liabilities  or  obligations,  either  accrued,  absolute,  contingent,  or
otherwise,  which might adversely  affect  Purchaser's  ownership of the Show or
Related Rights or the value, use,  operation or enjoyment of the Show or Related
Rights by Purchaser  which is not expressly set forth on the Balance Sheet.  The
Corporation  is not a party to or bound  either  absolutely  or on a  contingent
basis by any agreement of guarantee, indemnification,  assumption or endorsement
or any like  commitment of the  obligations,  liabilities or indebtedness of any
other person (whether accrued, absolute, contingent or otherwise).

         2.7  Absence of Certain Changes and Events.  Since the date of the
Balance Sheet, there has not been:

                   (a)  Financial  Change.  Any adverse  change in the financial
condition,   operations,   business  prospects,   employee  relations,  customer
relations, assets, liabilities (accrued, absolute,  contingent, or otherwise) or
income of the Corporation,  or the business of the Corporation,  from that shown
on the Financial  Statements,  except that the figures for current cash balance,
accounts receivable and deposits have been reduced to zero;

                   (b)  Incurrence  of Debt.  Any  borrowing of, or agreement to
borrow any funds or any debt, obligation,  or liability (absolute or contingent)
incurred  by the  Corporation  (whether  or not  presently  outstanding)  except
current liabilities  incurred,  and obligations under agreements entered into in
the ordinary course of business;

                   (c) Creation of Liens. Any mortgage,  pledge,  lien, security
interest,  charge,  claim or other encumbrance created on or in any of the
Corporation's properties or assets, except liens for current taxes not yet due
and payable;

                   (d)  Assets.  Any  sale,  assignment,   or  transfer  of  the
Corporation's   assets,   except  in  the  ordinary  course  of  business,   any
cancellation  of any  debts  or  claims  owed to the  Corporation,  any  capital
expenditures  or commitments  therefor  exceeding in the aggregate  $5,000,  any
damage,  destruction or casualty loss exceeding in the aggregate $5,000 (whether
or not covered by insurance), or any charitable contributions or pledges, except
for the reduction of current cash balances,  accounts receivable and deposits to
zero;

                   (e) Material  Contracts.  Any amendment or termination of any
contract,  agreement, license, or arrangement to which the Corporation is or was
a party  or to  which  any  properties  or  assets  are or were  subject,  which
amendment or  termination  has had, or may be  reasonably  expected to have,  an
adverse  effect on the  financial  condition,  properties,  assets,  liabilities
(accrued, absolute,  contingent, or otherwise), or income of the Corporation, or
the business of the Corporation; or

                   (f) Other Material Changes. Any other material transaction by
the  Corporation  outside the ordinary  course of business or any other event or
condition  pertaining  to,  and  adversely  affecting  the  operations,  assets,
liabilities  (accrued,  absolute,  contingent,  or  otherwise)  or income of the
Corporation, or the business of the Corporation.

         2.8 Assets.  The Sellers are the sole owners of all rights,  titles and
interests  in and to the Show and the  Related  Rights,  free and clear from all
liens, security interests,  encumbrances, claims, charges or restrictions on the
transfer  thereof.  The  title of the Show  has  been at all  times  used by the
Corporation in connection with the Show, and the Corporation's right to such use
has at no time been questioned or challenged.  No Seller has heretofore made any
grant,  license,  sale,  assignment  or other  transfer,  nor done or  caused or
permitted to be done any act or thing,  whereby any of the rights herein granted
and  sold  or  agreed  to be  granted  or  sold  have  been or may be in any way
impaired. No Seller shall hereafter make any such inconsistent agreement, grant,
conveyance, license, sale, assignment, or other transfer. No part of the Show or
Related  Rights has been taken  from or based upon any other  copyrighted  work.
Purchaser's  acquisition of the Show and the Related Rights will not in any way,
directly or  indirectly,  infringe  upon the rights of any  individual,  firm or
corporation  including,  without  limitation,  rights of copyright or trademark.
Purchaser's  broadcast  of the Show will not  constitute  a libel,  slander,  or
violation of the privacy of any individual,  firm or  corporation.  There are no
claims, litigation or other proceedings in effect, pending or threatened,  which
could  in any way  impair,  limit  or  diminish  the  rights  sold to  Purchaser
hereunder.


<PAGE>





         2.9 Contracts.  The Contracts  constitute  all  contracts,  agreements,
commitments,  leases,  licenses,  franchises,  and permits  (including,  without
limitation, those pertaining to suppliers,  customers, employees, equipment, and
motor vehicles) of the Corporation.  All Contracts are in good standing,  valid,
and  effective.  There is not,  under any Contract  any existing or  prospective
default or event of default by the  Corporation  or event  which with  notice or
lapse of time,  or both would  constitute  a default and in respect to which the
Corporation  has not taken adequate  steps to prevent a default from  occurring;
and, to the  knowledge  of each  Seller,  no other  party to any  Contract is in
default or breach  thereof nor has any event occurred which with notice or lapse
of time would constitute a breach or default of any of the Contracts.

         2.10 Permits.  Schedule 2.10 contains a listing and summary description
of  all  licenses,  permits,  registrations,  and  authorizations  held  by  the
Corporation.  The Corporation holds all licenses,  permits,  registrations,  and
authorizations  required to carry on its  business  and all  licenses,  permits,
registrations,  and authorizations  are in good standing.  The Corporation is in
full compliance with and not in default or violation with respect to any term or
provision of any of its licenses, permits, registrations, and authorizations. No
notice of  pending,  threatened,  or  possible  violation  or  investigation  in
connection with, or loss of, any license, permit, registration, or authorization
of the  Corporation,  has been  received by the  Corporation.  No Seller has any
knowledge that the issuance of such a notice is being considered or of any facts
or  circumstances  which form the basis for the  issuance  of such a notice.  No
license, permit,  registration,  or authorization of the Corporation is affected
by the transactions provided for herein or contemplated hereby.

         2.11  Intellectual  Property.  Schedule  2.11  contains  a listing  and
summary  description of all of the Corporation's  patents,  trademarks,  service
marks, trade names,  business names,  copyrights,  and registered  designs,  and
applications and registrations thereof, trade secrets and confidential know-how,
including,  but  not  limited  to,  product  formulations,  drawings,  technical
specifications, manufacturing data, and test and development data (the foregoing
intellectual   property  is   collectively   referred  to   hereinafter  as  the
"Intellectual  Property").  The Corporation  possesses all Intellectual Property
necessary to the conduct of its businesses, and the loss or expiration of any of
the   Corporation's   Intellectual   Property  or  group  of  the  Corporation's
Intellectual  Property  would not have an adverse  effect on the  conduct of its
businesses.  No such loss or  expiration  is  threatened,  pending or reasonably
foreseeable.  Except as indicated on Schedule 2.11, (a) the Corporation owns all
right, title, and interest in and to all of its Intellectual Property, (b) there
have been no claims  made  against  the  Corporation  for the  assertion  of the
invalidity,  abuse, misuse, or unenforceability of any of such rights, and there
are no grounds  for the same,  (c) no Seller has  received a notice of  conflict
with the  asserted  rights of others  within  the last five  years,  and (d) the
conduct  of the  Corporation's  business  has  not  infringed  any  Intellectual
Property  of  others  and,  to the best of the  knowledge  of each  Seller,  the
Intellectual  Property  of the  Corporation  has not  been  infringed  by  other
persons.

         2.12  Compliance  with Law. The  Corporation  is in violation of, or in
default  with  respect to, or in alleged  violation  of or alleged  default with
respect to, any applicable law, rule, regulation,  permit, or any writ or decree
of  any  court  or  any  governmental  commission,  board,  bureau,  agency,  or
instrumentality,  including without  limitation,  any laws,  ordinances,  rules,
regulations,  permits, or orders relating to the business of the Corporation, or
the  business  operations  and  practices,  health and  safety,  and  employment
practices of the Corporation.  The Corporation is not delinquent with respect to
any report required to be filed with any governmental commission, board, bureau,
agency,  or  instrumentality,  or with any trade  association  or  certification
organization  that has in the past  certified  or endorsed  the  business of the
Corporation.  The  Corporation  is not  delinquent  with  respect to any reports
required by private covenants or agreements to which it is a party.

         2.13     Successor  Liability.  Purchaser shall have no successor
liability for any liability of any Seller as a result of the acquisition of the
Show and Related Property.

         2.14 Finder's Fees. All negotiations relative to this Agreement and the
transactions  contemplated  hereby have been carried on by each Seller,  and its
counsel directly with Purchaser and its counsel, without the intervention of any
other person as the result of any act of any of them,  and as far as is known to
any Seller,  without the  intervention  of any other person in such manner as to
give rise to any valid claim  against any of the parties  hereto for a brokerage
commission, finder's fee, or any similar payment.

         2.15 Untrue  Statements.  This  Agreement,  the  schedules and exhibits
hereto,  and all other documents and information  furnished by any Seller or its
representatives  pursuant  hereto or in  connection  herewith do not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made herein and therein not misleading or otherwise.

                                                    ARTICLE THREE
                                          REPRESENTATIONS, WARRANTIES, AND
                                               AGREEMENTS OF PURCHASER

         Purchaser  hereby  represents,  warrants  and  agrees  to and with each
Seller that (except as expressly  set forth on a  disclosure  schedule  attached
hereto and signed by each Seller):

         3.1 Organization and Standing of Purchaser.  Purchaser is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
state of Delaware. Purchaser has full requisite corporate power and authority to
carry on its business as it is now being  conducted,  and to own,  operate,  and
lease the properties  now owned,  operated,  or leased by it.  Purchaser is duly
authorized and qualified to carry on its business in the manner as now conducted
in state in which  authorization  and  qualification is required.  Purchaser has
made available to each Seller true, correct and complete copies of the corporate
authorization  for the purchase of the Show and Related  Rights,  and such other
contents of its minute book as Seller has reasonably requested.

         3.2 Capacity to Enter into Agreement.  Purchaser has full right,  power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection herewith and perform such
its  obligations  hereunder  and  thereunder.  The  execution  and  delivery  by
Purchaser of this Agreement and all other agreements,  documents and instruments
to be executed by Purchaser in connection  herewith have been  authorized by all
necessary  corporate  action by  Purchaser.  When this  Agreement  and all other
agreements,  documents and instruments to be executed by Purchaser in connection
herewith are executed by Purchaser and delivered to  Purchaser,  this  Agreement
and such other  agreements,  documents and instruments will constitute the valid
and  binding  agreements  of  Purchaser  or  enforceable  against  Purchaser  in
accordance with their respective terms.

         3.3  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Purchaser  is a party or by  which  Purchaser  is  bound or by which  any of the
assets of Purchaser is bound or affected,  (b) violate any judgment against,  or
binding  upon,  Purchaser  or upon the  assets of  Purchaser,  (c) result in the
creation  of any  lien,  charge or  encumbrance  upon any  assets  of  Purchaser
pursuant to the terms of any such contract,  or (d) violate any provision in the
charter  documents,  bylaws or any other agreement  affecting the governance and
control of Purchaser.

         3.4 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Purchaser.

         3.5 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of Purchaser, threatened against Purchaser by persons not a
party to this Agreement  wherein an  unfavorable  decision,  ruling,  or finding
would render  unlawful or otherwise  adversely  affect the  consummation  of the
transactions contemplated by this Agreement.

         3.6 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated  hereby  have been  carried on by  Purchaser  and its
counsel directly with the Sellers,  and their counsel,  without the intervention
of any other  person as the  result  of any act by  Purchaser,  and so far as is
known to Purchaser,  without the intervention of any other person in such manner
as to give rise to any valid  claim  against  any of the  parties  hereto  for a
brokerage commission, finders' fee, or any similar payment.

                                                    ARTICLE FOUR
                                                ADDITIONAL AGREEMENTS

         4.1 Further Assurances.  At any time after the date hereof, each Seller
shall execute and deliver such other documents,  and take such other actions, as
may  be  reasonably   requested  by  Purchaser  to  complete  the   transactions
contemplated  by this  Agreement,  and to perfect in Purchaser title to the Show
and Related Rights as contemplated herein.

         4.2  Consents.  Each  Seller  shall use its best  efforts  to assist in
obtaining any third party  consents  necessary to sell to Purchaser the Show and
Related Rights (including,  without  limitation,  the Contracts).  To the extent
that any of the Show and Related Rights are not  assignable  without the consent
of another  party and such consent has not been obtained on or prior to the date
hereof,  such Show and Related  Rights  shall not be assigned or attempted to be
assigned if such assignment or attempted  assignment  would  constitute a breach
thereof.  While each Seller is trying to procure all  necessary  consents,  each
Seller and Purchaser shall cooperate in any reasonable  arrangements designed to
provide to  Purchaser  the  benefits of the Show and Related  Rights,  including
enforcement  at the cost and for the account of  Purchaser of any and all rights
of a Seller  against the other party thereto  arising out of a  cancellation  or
breach  by  such  other  party  or  otherwise.  Notwithstanding  the  preceding,
Purchaser  hereby  acknowledges  and accepts  that Sellers have not and will not
obtained any required written consents of KPRC to the  Corporation's  assignment
of its contract with KPRC.  Nevertheless,  Purchaser agrees to reimburse Sellers
on the first day of each month during the term of such contract for the payments
made by Sellers to KPRC  during  such month  pursuant  to such  contract  to the
extent that Purchaser received the benefits of such contact during such month.

         4.3 Employees.  Each Seller hereby  acknowledges that Purchaser has not
agreed  to  employ  any  employee  of or any other  person  associated  with the
Corporation  except as provided in Section 4.6 below, and the Corporation hereby
agrees to satisfy all of its obligations  with respect to each such employee and
other person.

         4.4  Successor  Liability  and Taxes.  Sellers  have given to Purchaser
assurances  satisfactory to Purchaser in its sole discretion that Purchaser will
have no successor  liability  for any liability of any Seller as a result of the
acquisition  of the Show and Related  Property.  Sellers agree to pay timely all
taxes resulting from the sale of the Show and Related Property.

         4.6 On-Air Host.  Neidner  hereby  agrees  that,  from the date of this
Agreement  until  the  expiration  of the term  provided  for in the  Employment
Agreement,  he  shall  continue  to  serve  as the  host  of the  Show.  In this
connection,  Neidner  agrees  to use  reasonable  and his best  efforts,  and to
perform in a competent manner. Neidner's obligations in this connection shall be
comparable to the amount of time and work that he has heretofore  devoted to the
Show.

         4.7      Non-Compete Agreement.

                  (a) Agreement. In consideration of 75,000 registered shares of
         Common Stock (referred to hereinafter as the "Non-Compete Shares"), for
         a period of three  years  after the date  hereof,  Neidner  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  production  of any radio,
         webcast, television, video or other media show featuring subject matter
         pertaining to home, garden or lawn issues (such activity is referred to
         hereinafter as the "Restricted  Activity") anywhere in the entire world
         (such  area is  referred  to  hereinafter  as the  "Restricted  Area"),
         Neidner hereby acknowledging that Purchaser's proposed media broadcasts
         are  expected to be  world-wide  and any  engagement  by Neidner in the
         Restricted  Activity  could  harm the  value  of the  Show and  Related
         Property being  acquired by Purchaser  pursuant to this  Agreement;  or
         (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  Activity in the  Restricted  Area with  respect to any
         person that had a contractual  relationship  with the Corporation as of
         the date of this Agreement,  or attempt to cause any such person not to
         continue the business  relationship that it has heretofore had with the
         Corporation.

                  (b)  Permitted   Exception.   Notwithstanding   the  foregoing
         provisions of this section, Neidner shall be permitted to (i) 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  Purchaser,  and (ii) continue to own an interest in and
         fully  participate in the business of  iHomeline.com,  Inc., a Delaware
         corporation.

                  (c) Reasonableness.  Neidner 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
         Corporation being acquired by Purchaser pursuant to this Agreement, and
         that the enforcement of the provisions of this section will not work an
         undue hardship on Neidner.

                  (d)  Reformation.  Neidner  further  agrees  that in the event
         either the length of time or any other restriction, or portion thereof,
         set forth in Section 4.7(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  4.7(a)  will  remain in full  force and  effect as  reduced or
         modified.

                  (e) Injunctive Relief. Neidner further agrees and acknowledges
         that Purchaser  does not have an adequate  remedy at law for the breach
         or  threatened  breach by Neidner of the  covenants  contained  in this
         Section and Neidner therefore  specifically  agrees that Purchaser,  in
         addition to other remedies which may be available to it hereunder,  may
         file a suit in equity to enjoin  Neidner from such breach or threatened
         breach.

                  (f)  Severability.  Neidner further agrees,  in the event that
         any provision of Section 4.7(a) is held to be invalid or against public
         policy, the remaining provisions of Section 4.7(a) and the remainder of
         this Agreement shall not be affected thereby.

         4.8 Lock-Up Agreement. Neidner hereby agrees that he shall not, without
the prior express written consent of Purchaser,  (a) sell any Non-Compete Shares
until 90 days after the date of this  Agreement,  and (b) thereafter sell in any
month more than  12,500  Non-Compete  Shares.  Neidner  hereby  agrees  that all
certificates  representing Non-Compete Shares shall bear a restrictive legend in
order to implement the restrictions imposed by this Section.

         4.9 Accounts Receivable. Sellers agree to invoice and collect, or cause
to be invoiced and  collected,  all amounts that accrue under the  Contracts and
become  owing by the other  parties to the  Contracts,  and upon receipt of such
amounts,  Sellers shall hold such amounts in trust for Purchaser and shall remit
such  amounts to  Purchaser as promptly  after  receipt as is possible.  Sellers
obligations  under this Section 4.9 shall  commence on the date hereof and shall
continue with respect to a Contract until such Contract expires or terminates.

                                                    ARTICLE FIVE
                                               SURVIVAL AND INDEMNITY

         5.1 Survival. All of the representations,  warranties,  covenants,  and
agreements  made by the parties  hereto in this  Agreement  or pursuant  hereto,
shall be continuing and shall survive the closing hereof and the consummation of
the transactions  contemplated hereby,  notwithstanding any investigation at any
time made by or on behalf of any party hereto.

         5.2 Indemnities Relating to Representations, Warranties and Agreements.
Each Seller, jointly and severally, on the one hand, and Purchaser, on the other
hand,  shall  protect,  indemnify and hold  harmless the other,  and the other's
directors, officers, employees, agents, successors and assigns, from any and all
losses,  damages,  injuries,  obligations,   liabilities,   expenses  and  costs
(including costs of litigation and attorney's  fees),  demands,  claims,  suits,
proceedings,  actions  and  causes of  actions  arising  from the  breach of any
representation,   warranty,   covenant,   agreement,  or  promise  made  by  the
indemnifying party to the indemnified party herein or pursuant hereto.

                                                     ARTICLE SIX
                                                    MISCELLANEOUS

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

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

         6.3 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.

         6.4  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.

         6.5 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.

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

         6.7  Cumulative  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.

         IN WITNESS WHEREOF, the parties hereto have executed and made effective
this Agreement as of the day and year first above written.

                                    "SELLER"

                                    HOME LINE TALK RADIO, INC.



                                     By:   /s/ Jim Neidner
                                     ---------------------------

                                     Name:______________________________

                                     Title:   President
                                    --------------------------------------------
                                    Address: #15 Villas Way
                                    Montgomery, Tx 77456



                                    /s/ Jim Neidner
                                    Jim Neidner

                                    Address: #15 Villas Way

                                    Montgomery, Tx 77456


                                   /s/ Leonard Pizalate
                                   Leonard Pizalate

                                   Address: 926 Huntington Cove

                                   Houston, Tx. 77063

                                   "PURCHASER"

                                   JVWEB, INC.

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

                                    Address:        5444 Westheimer, Suite 2080
                                                    Houston, Texas 77056





                                                    SCHEDULE 1.1

PRIOR EPISODES


See attached list of prior episodes.

Seller has no  registered  copyrights,  trademarks,  service  marks,  patents or
business names.




CONTRACTS

Seller has no written contracts except of the attached agreement with KPRC radio
station.






ACCRUED AMOUNTS

See attached list.






NEIDNER
CONSTRUCTION/REMODELING INC.

14420 Walters Road, Suite 2
Houston, Texas 77014

1999 National/State/Local Award Winner ?
1999 Prism Award Winner-GHBA
www.iHomeline, eom

OFFICE: 1-281-578-3581
PAGER: 1-713-76S-1695
FAX:    409-4147-6896

To: Greg Micek

From: Jim Neidner

Re: Recording of Homeline Shows inventory for future broadcast and editing.

Dear Greg:

We have two hundred and forty five taped shows.
Many of the attached tapes have another  different show on the other side, which
could give us almost 325 total taped shows.

Some shows are of same subject matter at later dates during the years.

Thanks,

Jim Neidner







                                                       Home Line Show
                                                       KPRC - Sunday's

                                            One Hour. Show 10AM- 11 AM

                                                    Monthly Rate: $2,800
                                                       2/6/00- 2/25/00
TERMS

1.       At the end of the  month,  Home  Line Show  will  receive  a  notarized
         invoice from SuperTalk KSEV reflecting the date and time of their show.

2.       Home Line Show will have up to 12 - 60 commercials to air during their
         l-hour program.

3.       Home Line Show option to renew when contract has ended. Price to be
         negotiated.

4.       SuperTalk  Radio  reserves  the right to cancel at their  discretion.
         All  monies  owed for  remainder  of  contract  will be
         cancelled.

5.       SuperTalk Radio will agree to promote the Home Line Show with 5- :10
         second promotional ads per week.

6.       SuperTalk  Radio will  furnish a  producer  for each show at no cost to
         Home Line and will allow Home Line prc-recording/time in the studio.

7[       SuperTalk Radio will furnish :60-second carts needed for Home Line
         commercials.

8.       If Home Line has to be pre-empted for any reason,  SuperTalk Radio will
         make  every  effort to allow Home Line  notice of time  change for this
         temporary time slot and will tell listeners of such time change.

9.       SuperTalk's goal is for a long-term contract and relationship.

    Total 1 Hour Show Cost: $37,440


<PAGE>



15 Villas Way
Montgomery, Tx. 77356

4/1/00
Darwin Davis
Fax: 713/433/2029
Cellbar Insulation System

                                                          HOMELINE
                                                         TALK RADIO
                                                          KPRC.950

INVOICE #2OO4

281/579/3581
409/447/6896 FAX

April billing ..........4/2,4/9,4/16,4/23,4/30
One 60 second ad~ $195.00 weekly

Total

$975.00



<PAGE>



15 Villas Way
Montgomery, Tx. 77356


                                                          HOMELINE
                                                         TALK RADIO
                                                          KPRC.950


281/579/3581
409/447/6896 FAX

April 1, 2000

Carol's Lighting & Fan Shop
9743 FM 1960 BYPASS
Humble, Tx. 77336
FAX: 281.446-3688

                                    INVOICE #4

April billing ..... 4/2,4/9,4/16, 4/23,4/30
One sixty second ad per show ~ $195. O0

$975.00



<PAGE>


15 Fillas Way
Montgomery, Tx 77356

4/1/00

Wilson Art
Flooring Department

Neidner Construction
KPRC-950
www.repairtalk.com

INVOICE

#4aO0

281/579/3581
409/447/6896 FAX

April Billing ..... 4/2,4/9,4/16, 4/23,4/30 One 30 sec ad per show @ $95.00

                                                            Total

$475.00