SALES REPRESENTATIVE AGREEMENT
                                              (Integrated Sponsorships)

         THIS  SALES  REPRESENTATIVE  AGREEMENT  (the  "Agreement")  is made and
entered into this the 1st day of April, 2000 by and between iHomeline.com, Inc.,
a Delaware corporation (the "Company"),  and JVWeb, Inc., a Delaware corporation
(the "Representative").

                                                      RECITALS:

         WHEREAS,  among other things,  the Company  operates the  iHomeline.com
site (the "Web Site") on the World Wide Web (the "Web");

         WHEREAS,  the  Company  desires  to  secure  the  services  of a  sales
representative  to  negotiate,  for and on behalf of Company,  in the  territory
described  on  Schedule  I hereto  (the  "Territory"),  the sale of  "Integrated
Sponsorships" (as defined below) to be featured on the Web Site, either alone or
in  conjunction  with any other  site  comprising  part of the  Representative's
family of sites on the Web; and

         WHEREAS, the Representative is willing to become a sales representative
for the  Company  with  respect to the sale of  Integrated  Sponsorships  in the
Territory, pursuant to the terms, provisions and conditions hereof;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants   hereinafter  set  forth,   $10.00,   and  other  good  and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged by each party hereto, the parties hereto agree as follows:

                                                     AGREEMENTS:

         1.       The Company's  Obligations.  Subject to the terms,  provisions
                  and conditions of this  Agreement,  the Company hereby
                  appoints the Representative as its exclusive sales
                  representative  with respect to sales of Integrated
                  Sponsorships in the Territory. For purposes of this Agreement,
                  "Integrated Sponsorships" shall include any and all of the
                  following:

         (a)      Banner  advertisements  on the Web Site,  either alone or in
                  conjunction with any other site comprising part
                  of the Representative's family of sites on the Web;

         (b)      Advertisements  on any live or  recorded  program  broadcasted
                  (singly,   a   "Broadcasted   Program"   and   plurally,   the
                  "Broadcasted  Programs") by the Company  either on radio,  the
                  Web, television or video;

         (c)      Privileges  extended to approved  advertisers to have their
                  representatives  serve as co-hosts or guests on
                  one or more Broadcasted Programs;

         (d)      Access extended to approved advertisers, for such advertisers'
                  promotional  purposes,  to  unmodified  versions  of  archived
                  Broadcasted Programs on which their representatives  served as
                  co-hosts or guests;

         (e)      Rights extended to advertisers to modify (subject to the right
                  of  the   Company  to  approve   in   writing   the   proposed
                  modifications  in its sole  discretion)  and use  versions  of
                  archived Broadcasted  Programs on which their  representatives
                  served  as  co-hosts  or  guests,   in  connection  with  such
                  advertisers'  production of their own programs to be presented
                  on their own Web sites;

         (f)      Rights extended to advertisers to modify (subject to the right
                  of  the   Company  to  approve   in   writing   the   proposed
                  modifications  in its sole  discretion)  and use  versions  of
                  archived Broadcasted  Programs on which their  representatives
                  did not serve as co-hosts or guests,  in connection  with such
                  advertisers'  production of their own programs to be presented
                  on their own Web sites;

         (g)      Rights extended to advertisers,  in connection with the launch
                  or promotion  of one or more new or existing  products of such
                  advertiser, to feature such product or products on one or more
                  Broadcasted  Programs  and  have  representatives  present  in
                  connection therewith and otherwise to promote such products on
                  the Web Site,  either alone or in  conjunction  with any other
                  site comprising part of the  Representative's  family of sites
                  on the Web;

         (h)      Any other  matter that the Company and  Representative  shall
                  agree in writing  constitutes  an  "Integrated
                  Sponsorship"; and

         (i)      Any combination of any of the matters described in any of (a),
                  (b),  (c),  (d),  (e),  (f),  (g)  or (h) of  this  Section  1
                  ("Integrated  Sponsorship"  does not include  Click Through or
                  Affiliated   Revenue   programs  of  any   affiliate   of  the
                  Representative, and all Click Through or Affiliated Revenue of
                  the Company shall be the exclusive property and revenue of the
                  Company).  All Broadcasted Programs shall remain the exclusive
                  property of the Company unless the Company agrees otherwise in
                  writing.

Consistent  with  the  preceding  appointment,  the  Company  shall  pay  to the
Representative the commissions  provided for by Section 3 hereof for any sale of
Integrated  Sponsorships  made by another outside  salesperson in the Territory.
Further,  during the term of this  Agreement,  the Company  agrees that it shall
enter into no agreement similar to this Agreement with any person other than the
Representative  with  respect  to  sales  of  Integrated   Sponsorships  in  the
Territory. Notwithstanding the preceding, the Company shall be permitted to make
sales of Integrated  Sponsorships in the Territory through  salespersons who are
employees of the Company.  The Territory may be expanded or contracted as agreed
upon in writing by the Company and the Representative.  The Company shall assist
the  Representative  in  the   Representative's   sales  efforts  and  keep  the
Representative  fully informed on all of its policies and programs regarding the
sale of Integrated Sponsorships.

         2.       The Representative's Obligations.
                  --------------------------------

                  (a) Subject to the terms,  provisions  and  conditions of this
Agreement,  the  Representative  hereby  agrees  to act as the  exclusive  sales
representative for the Company with respect to sales of Integrated  Sponsorships
in the Territory.

                  (b) In connection with the Representative's  appointment,  the
Representative  shall  conduct  sales  negotiations  on  behalf  of the  Company
regarding  the sale of  Integrated  Sponsorships  in the Territory in accordance
with such prices,  terms and conditions as shall be mutually agreed upon and set
forth in a signed written  document by the Company and the  Representative.  The
initial prices,  terms and conditions agreed upon by the  Representative and the
Company  are set  forth on  Schedule  II  hereto.  The  Representative's  active
promotion  of  Integrated  Sponsorships  is to  include,  but not be limited to,
calling upon  advertisers and potential  advertisers and responding  promptly to
inquiries of such advertisers, as well as following generally accepted practices
of progressive sales management.  The  Representative  shall not be obligated to
devote all of the Representative's  business time, attention and energies to the
sale of Integrated Sponsorships on behalf of the Company, and the Representative
may sell Integrated  Sponsorships  for persons other than the Company,  provided
that such other persons are not in direct competition with the Company.

                  (c) All  orders  for  Integrated  Sponsorships  must be on the
Purchase  Agreement  and  Authorization  Form  upon  which the  Company  and the
Representative  have agreed in writing,  and all such forms for an order must be
completed and feature all required  information.  The initial and all subsequent
Purchase Agreement and Authorization Forms agreed upon by the Representative and
the Company shall be attached hereto as Schedule III. No party hereto shall have
any obligation until the initial Purchase  Agreement and Authorization  Form has
been  agreed  upon  and  has  been   attached   hereto  as  Schedule   III.  The
Representative  shall have the authority to enter into a Purchase  Agreement and
Authorization  in  the  form  agreed  upon  (containing  terms,  provisions  and
conditions agreed upon by the Representative and the Company in writing) with an
advertiser  on behalf of the  Company.  All orders for  Integrated  Sponsorships
taken from advertisers by the Representative,  not in accordance with the terms,
provisions,  conditions  set forth in the Purchase  Agreement and  Authorization
Form attached hereto as Schedule III shall be deemed a "Special Order" and shall
be subject to the Company's prior written  confirmation.  All Special Orders may
be rejected for any reason  whatsoever  deemed  reasonable in the Company's sole
judgment, and the Representative shall not obligate or commit the Company to any
Special Order without the Company's direct written authorization and direction.

                  (d) The  Representative  shall have the right to determine the
credit  worthiness of an advertiser.  The  Representative  and the Company shall
assist in efforts to effect the prompt and full payment by  advertisers  for all
Integrated Sponsorships sold pursuant to the Representative's efforts hereunder.

                  (e) All orders are  subject to the  ability of the  Company to
feature  the related  Integrated  Sponsorship  on the Web Site,  and the Company
shall not be liable to the Representative or any other person for any damages or
losses sustained or incurred by the  Representative  or such other person due to
the inability of the Company to feature the related  Integrated  Sponsorship  on
the Web Site unless such damages or losses are caused by the gross negligence or
willful  misconduct on the part of the Company.  The Company shall be not liable
to the Representative or any other person for damages or losses that result from
causes beyond the reasonable control of the Company,  such as acts of God, civil
disobedience and war.

                  (f) The Representative  shall be responsible for all costs and
expenses   incurred   by  the   Representative,   its   employees,   agents  and
subcontractors in connection with this Agreement, including, but not limited to,
travel, entertainment, salaries, taxes and commissions.

         3.       Commissions.
                  -----------

                  (a) In  consideration  of the  services  to be provided by the
Representative  to the  Company  hereunder,  the  Company  agrees  to pay to the
Representative a commission for all Integrated  Sponsorships  sold and collected
in the Territory.  The  commissions  that shall become due hereunder  shall be a
percentage  of the  aggregate  collected  monthly  sales  revenues of Integrated
Sponsorships sold in the Territory, net of any agreed chargebacks, returns, cash
discounts or promotional  rebates, and shall be computed in the manner set forth
on Schedule IV hereto. The Representative shall be entitled to a commission with
respect to revenues from an Integrated  Sponsorship  sold in the Territory  only
when no third party has any direct recourse  against the Company with respect to
such revenues.  The Company hereby acknowledges that the Representative has sold
Integrated Sponsorships in the Territory prior to the date of this Agreement and
that the  Representative  shall be entitled to a commission (in accordance  with
the terms of this Agreement)  with respect to each such  Integrated  Sponsorship
sold.

                  (b)  The  Representative  shall  be  entitled  to  commissions
computed  in  accordance  with  Section  3(a) with  respect  to each  Integrated
Sponsorship  sold in the  Territory  prior  to the  date of  termination.  These
commissions  shall  continue  for the  earlier to occur of the end of six months
after the date of the  termination of this Agreement or the end of the agreement
regarding  such  Integrated   Sponsorship.   After  that  period  of  time,  the
Representative  shall no longer be entitled to any  commissions  with respect to
the related  Integrated  Sponsorship  sold in the Territory prior to the date of
termination.

                  (c) Not  later  than  ten  (10)  days  after  the  date of the
termination of this Agreement in accordance  with Section 4 or Section 5 hereof,
the  Representative may deliver to the Company a final and complete written list
of prospects  with respect to which the  Representative  considers that its work
warrants the Representative's receiving a commission. The list shall contain the
Representative's activities in connection with such prospects, and the names and
titles of contacted customer  personnel.  If such a list is not timely delivered
by the  Representative  to the  Company,  no  commissions  or  other  monies  on
Integrated  Sponsorships  sold  in  the  Territory  after  termination  of  this
Agreement  shall  be paid to the  Representative.  Within  ten (10)  days  after
receipt  of such a list,  the  Company  agrees to send to the  Representative  a
written   confirmation  of  all  of  the  prospects,   if  any,  listed  by  the
Representative  with respect to which, in the Company's  reasonable  opinion and
judgment,  the work done by the Representative  prior to the termination of this
Agreement warrants the payment of a commission to the Representative. If, within
90 days  after  the date of  termination  of this  Agreement,  an  order  for an
Integrated  Sponsorship  is received  and  accepted by the Company or any of its
employees,  representatives or agents from any of the prospects confirmed by the
Company, the Company shall pay to the Representative, for six months thereafter,
the  full  amount  of the  commissions  that  would  have  been  payable  to the
Representative with respect to such Integrated Sponsorship if the order had been
received and accepted  prior to the  termination of this  Agreement.  After such
six-month  period,  the  Representative  shall  no  longer  be  entitled  to any
commissions with respect to the related Integrated Sponsorship.

                  (d) The Representative shall establish a separate bank account
(the  "Account")  for purposes of  collecting  amounts owed by  advertisers  who
purchased an Integrated  Sponsorship  in the Territory with respect to which the
Representative is entitled to a commission  hereunder.  The Representative shall
cause to be  deposited or credited to the Account all amounts  received  from or
paid by such  advertisers.  Within seven days after the end of each month during
the term of this Agreement, the Representative shall determine the amount of its
commission for the revenues  deposited into the Account  through the end of such
month  with  respect  to  which a  commission  has  not  previously  been  paid.
Thereafter,  the Representative  shall be permitted to withdraw from the Account
the amount of its  commission so  determined,  and the  Representative  shall be
obligated  to remit to the  Company  the net  amount  left in the  Account.  The
Representative  agrees to provide to the Company  copies of all bank  statements
respecting the Account promptly after the receipt thereof by the Representative.
The Representative  agrees to provide to the Company copies of all deposit slips
and payments by  advertisers  and other items  possessed  by the  Representative
respecting  the Account.  The  Representative  shall maintain the Account for so
long as it may be entitled to commissions pursuant to this Agreement. After such
time and after the Representative has withdrawn the amount of all commissions to
which it is entitled  pursuant to this Agreement,  the  Representative  shall be
obligated  to remit to the  Company  the  amount  left in the  Account,  and the
Account shall thereafter be finally closed. After such event, the Representative
shall be entitled to no further commissions with respect to this Agreement.

         4. Term.  The initial  term of this  Agreement  shall begin on the date
hereof and shall  continue for six months  thereafter,  unless this Agreement is
terminated earlier in accordance with the provisions of Section 5 below. If this
Agreement is not  terminated  in  accordance  with the  provisions  of Section 5
below,  it shall renew itself for an unlimited  number of  successive  six-month
renewal  terms  unless (i) either the Company or the  Representative  gives,  at
least  thirty (30) days prior to the end of the  initial  term or the end of any
renewal  term,  notice to the other of the  notifying  party's  desire that this
Agreement  terminate  at the end of the  initial  term or the end of the renewal
term (as the case may be),  or (ii) this  Agreement  is  terminated  earlier  in
accordance with the provisions of Section 5 below.

         5.       Termination.
                  -----------

         (a) Upon  the  occurrence  of any of the  events  listed  below in this
Section 5(a), this Agreement may be terminated, by the party not involved in the
event, upon the uninvolved party's giving 30 days written notice to the involved
party;

                  (i)      If either party shall have been adjudged  bankrupt or
                           insolvent under the United States  Bankruptcy
                           Code;

                  (ii)     If either party shall have filed a petition of
                           bankruptcy or reorganization;

                  (iii)    If either party has an involuntary  proceeding  filed
                           against it under the United States  Bankruptcy  Code,
                           unless such  proceeding is dismissed or stayed within
                           60 days thereafter; or

                  (iv)     If trustee, receiver or liquidator is appointed for
                           either party.

         (b) If (i)  either  party has  materially  breached  a  representation,
warranty,  or  agreement  made by such  party  in this  Agreement,  and (ii) the
non-breaching  party has given  written  notice to the  breaching  party setting
forth in specific detail the breach, and (iii) the breaching party fails to make
reasonable  efforts  to cure the breach  within 30 days after the  non-breaching
party's  notice  is  given,  then  this  Agreement  may  be  terminated  by  the
non-breaching  party,  immediately  upon the  giving  of  written  notice to the
breaching party, at any time after the running of the 30-day period mentioned in
(iii) immediately preceding.

         (c) If that certain  Services  Agreement of even date herewith  between
the Company and  Representative  is terminated  for any reason,  then either the
Company or Representative may terminate this Agreement upon its giving five days
written notice to the other party.

         (d) Except for the rights and  obligations  under Section 6, 7 and 8 of
this  Agreement  and Section 3 with respect to  commissions  then or  thereafter
earned by the Representative,  upon termination of this Agreement (whether under
Section 4 or Section  5), (i) all rights and  obligations  under this  Agreement
shall cease,  and (ii) the Company  shall not be liable or  responsible  for any
additional cost, damages, payments or fees whatsoever incurred after the date of
termination.

         6.  Indemnification.  The Company  shall  indemnify  and hold  harmless
Representative  from and against  any  liability,  damage or injury  suffered or
sustained  by it by reason of any acts,  omissions  or alleged acts or omissions
arising out of Representative's  activities on behalf of the Company, including,
but not limited to, any judgment,  award, settlement,  reasonable attorneys' and
accountants'  fees and other costs and expenses  incurred in connection with the
defense of any actual or  threatened  action,  proceeding or claim except to the
extent that the acts,  omissions or alleged  acts or  omissions  upon which such
actual or  threatened  action,  proceeding or claim are based  constitute  gross
negligence or willful misconduct by Representative.

         Representative  shall  indemnify and hold harmless the Company from and
against any liability, damage or injury suffered or sustained by it by reason of
any acts, omissions or alleged acts of omissions arising out of Representative's
activities  on  behalf  of the  Company,  including,  but not  limited  to,  any
judgment,  award,  settlement,  reasonable  attorneys' and accountants' fees and
other costs and expenses  incurred in connection  with the defense of any actual
or  threatened  action,  proceeding  or claim so long as the acts,  omissions or
alleged  acts  or  omissions  upon  which  such  actual  or  threatened  action,
proceeding or claim are based constitute gross negligence or willful  misconduct
or breach of this Agreement by or on the part of Representative.

         7. Property of the Company.  The  Representative  agrees that, upon the
termination of this Agreement, the Representative shall 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 the Representative.  During the term of this Agreement,  and for two
years thereafter,  the Representative shall not practice, make use of, or reveal
to any person,  firm or corporation  any secret or  confidential  information or
other data related to the business, methods, and practices of the Company or any
of its affiliates  (including,  but not limited to,  drawings,  customer  lists,
trade  practices,  secret  processes and trade  secrets) that the Company or any
affiliate may have imparted to the Representative except as permitted under this
Agreement for the  Representative  to carry out operations under this Agreement.
The  Representative  shall not  acquire by this  Agreement  any rights in, to or
under any goodwill,  patent, trademark,  trade secret, copyright,  trade name or
other intangible property of the Company.  The Representative  acknowledges that
the Company is the exclusive owner of the various trademarks,  service marks and
several other words and design marks which the Company uses in  connection  with
it business,  and the Company has the right to control the  Representative's use
or display  thereof.  If, during the term of this Agreement or  thereafter,  any
such right should  become  vested in the  Representative  by operation of law or
otherwise,  the Representative  agrees that the  Representative  shall, upon the
Company' request, and without further consideration, or, upon the termination or
expiration of this Agreement, forthwith assign any and all such rights, together
with any goodwill appurtenant thereto, to the Company.

         8.       Noncompetition Agreement.
                  ------------------------

                  (a) Agreement.  In  consideration of $10.00 and other good and
valuable  consideration,  for a period of one year after the  expiration of this
Agreement or the  termination of this Agreement by the Company with cause or the
Representative   voluntarily,   the   Representative   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 house,  garden and 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"),  the  Representative  hereby  acknowledging  that the Company's proposed
media  broadcasts  are  expected  to be  world-wide  and any  engagement  by the
Representative  in the Restricted  Activity could harm the value of the Services
provided by the Representative  pursuant to this Agreement;  (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 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,  the Representative 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 the
Company,  and (ii) continue to own an interest in and fully  participate  in the
business of the Company and any other wholly-owned or partially-owned subsidiary
of the  Representative in which the Represenative  owned an interest or in whose
business  the  Representative  participated,  in both  cases  at the time of the
expiration  or  termination  of this  Agreement,  provided,  however,  that such
ownership and participation was not in violation of this Agreement.

                  (c)  Reasonableness.  The Representative  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 the Representative.

                  (d) Reformation. The Representative further agrees that in the
event either the length of time or any other  restriction,  or portion  thereof,
set  forth  in  Section  8(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 8(a) will
remain in full force and effect as reduced or modified.

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

                  (f) Severability.  The  Representative  further agrees, in the
event that any provision of Section 8(a) is held to be invalid or against public
policy,  the  remaining  provisions  of Section  8(a) and the  remainder of this
Agreement shall not be affected thereby.

         9.       Miscellaneous.
                  ----------------

         (a) 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.

         (b) 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.

         (c) 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.

         (d) 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.

         (e) This  Agreement  embodies the entire  agreement  and  understanding
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes all prior  agreements and  understandings,  whether  written or oral,
relating to the subject matter hereof.  No  modification,  amendment,  change or
waiver of any term or  provision  of this  Agreement  shall be valid or  binding
unless the same is in writing and signed by all parties hereto.

         (f) This Agreement shall be binding upon and shall inure to the benefit
of each party hereto and its successors and permitted 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.

         (g) 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.  No
waiver of any of the terms and  conditions of this  Agreement or of the exercise
of any  right or  remedy  hereunder  shall be valid  unless  signed by the party
against whom such waiver is  asserted.  A failure or delay to enforce the rights
set out  herein by the  holder  thereof  shall not  constitute  a waiver of said
rights or be  considered  as a basis for  estoppel.  The holder may exercise its
rights hereunder despite said delay or failure to enforce said rights.

         (h) The parties hereto agree that the relationship  hereby  established
is solely one of  independent  contractors  and not one of principal  and agent.
Nothing in this agreement shall be construed as constituting the  Representative
as  a  legal   representative  of  the  Company,  or  the  Company  as  a  legal
representative  of the  Representative,  for any  reason  whatsoever.  Except as
provided in Section 2(c), the  Representative  shall have no authority by virtue
of this Agreement to create any obligation,  expressed or implied,  on behalf of
the Company to any third  party,  or to commit the  Company in matter,  cause or
undertaking whatsoever, without the prior written consent of the Company. By the
same token,  the Company shall have no authority by virtue of this  Agreement to
create any obligation,  expressed or implied, on behalf of the Representative to
any third party, or to commit the Representative in matter, cause or undertaking
whatsoever,  without  the  prior  written  consent  of the  Representative.  The
Representative  and the Company shall be solely responsible for their respective
acts and  failures to act and the acts and  failures to act of their  respective
employees, agents and representatives.


         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
effective as of the date and year first hereinabove written.

"REPRESENTATIVE"                            "COMPANY"

JVWEB, INC.                                                  IHOMELINE.COM, INC.



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

Date:  4/1/2000                                      Date:  4/1/2000

Address: 5444 Westheimer, Suite 2080        Address: #15 Villas Way
                  Houston, Texas 77056               Montgomery, Tx. 77456


<PAGE>




                                                     SCHEDULE I

                                                      Territory

         Anywhere in the entire world.


<PAGE>


                                                     SCHEDULE II


<PAGE>









                                      Initial Terms, Provisions and Conditions


                                                         [TO COME]





























         The  undersigned  hereby  agree to the initial  terms,  provisions  and
conditions set forth above.

IHOMELINE, INC.                                      JVWEB, INC.


By:_________________________________        By:_________________________________
         Jim Neidner, President                      Greg J. Micek, President


<PAGE>


                                                    SCHEDULE III

                               Initial Purchase Agreement and Authorization Form

         The  parties  have  agreed  to  the  initial  Purchase   Agreement  and
Authorization  Form  following  this page,  and the  respective  officers of the
parties have initialled such initial Purchase  Agreement and Authorization  Form
indicating their respective approval.


<PAGE>


                                                        SCHEDULE IV


<PAGE>







                                                        Commissions

         The  amount  of  commission  earned  with  respect  to the  sale  of an
Integrated  Sponsorship  sold  by  the  Representative  in  the  Territory  (not
involving any other site comprising part of the Representative's family of sites
on the Web) shall be split equally between the parties 50/50.