EXHIBIT 10.23


                            STOCK PURCHASE AGREEMENT




                  AGREEMENT  made as of this __ day of  _________,  20__, by and
between       WeServeHomes.com,       Inc.       (the       "Company")       and
_____________________________,   Optionee   under  the   Company's   2000  Stock
Option/Stock Issuance Plan.

                  All  capitalized  terms in this  Agreement  have the  meanings
assigned to them in this Agreement  including the attached Appendix,  the Notice
of Grant and Option Agreement (as defined below).

A.       EXERCISE OF OPTION

1.  Exercise.  Optionee  hereby  purchases  ___________  shares (the  "Purchased
Shares") of Stock  pursuant to that  certain  option (the  "Option")  granted to
Optionee on  ____________________,  200__ (the  "Grant  Date") to purchase up to
_______________  shares of Stock under the Plan at the exercise price of $______
per share (the "Exercise Price").

2.  Payment.  Concurrently  with the delivery of this  Agreement to the Company,
Optionee  shall pay the aggregate  Exercise  Price for the  Purchased  Shares in
accordance  with the  provisions of the Stock Option  Agreement  relating to the
Purchased  Shares (the "Option  Agreement") and shall deliver to the Company any
other  documents  required  pursuant to the Option  Agreement  as a condition to
exercise   together  with  a  duly-executed   blank  Assignment   Separate  from
Certificate  (in the form  attached  hereto as  Exhibit  I) with  respect to the
Purchased Shares.

3. Company May Hold Purchased  Shares.  The Company shall have the right to hold
the  certificates  representing  any  Purchased  Shares  which  are  subject  to
Repurchase Rights or First Refusal Rights.

4. Stockholder  Rights.  Until such time as the Company exercises the Repurchase
Rights or the First  Refusal  Rights,  Optionee  (or any  successor in interest)
shall have all the  rights of a  stockholder  (including  voting,  dividend  and
liquidation  rights)  with  respect  to  the  Purchased  Shares,  including  any
Purchased  Shares  held  by the  Company  hereunder,  subject,  however,  to the
transfer restrictions of Articles B and C.

B.       SECURITIES LAW COMPLIANCE

1. Restricted  Securities.  The Purchased  Shares have not been registered under
the  Securities  act of 1933 (the  "Securities  Act")  and are  being  issued to
Optionee in  reliance  upon the  exemption  from such  registration  provided by
Section  4(2) of the  Securities  Act or Rule  701  under  the  Securities  Act.
Optionee  hereby  confirms  that  Optionee has been  informed that the Purchased
Shares are restricted  securities under the Securities Act and may not be resold
or  transferred  unless  the  Purchased  Shares are first  registered  under the
Federal


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securities  laws or  unless an  exemption  from  such  registration  is
available.  Accordingly,  Optionee hereby acknowledges that Optionee is prepared
to hold the Purchased Shares for an indefinite period and that Optionee is aware
that Rule 144  under the  Securities  Act,  which  exempts  certain  resales  of
unrestricted securities,  is not currently available to exempt the resale of the
Purchased Shares from the registration requirements of the Securities Act.

2.  Restrictions  on  Disposition  of Purchased  Shares.  Optionee shall make no
disposition of the Purchased Shares (other than a Permitted Transfer) unless and
until there is compliance with all of the following requirements:

(i)  Optionee  shall have  provided  the Company  with a written  summary of the
     terms and conditions of the proposed disposition.

(ii)     Optionee  shall have complied with all  requirements  of this Agreement
         applicable to the disposition of the Purchased Shares.

(iii)    Optionee  shall have provided the Company with written  assurances,  in
         form and substance  satisfactory to the Company,  that (a) the proposed
         disposition does not require registration of the Purchased Shares under
         the  Securities  Act  or  (b)  all  appropriate  action  necessary  for
         compliance with the registration  requirements of the Securities Act or
         any exemption  from  registration  available  under the  Securities Act
         (including Rule 144) has been taken.

                  The Company shall not be required (i) to transfer on its books
any  Purchased  Shares which have been sold or  transferred  in violation of the
provisions  of this  Agreement  or (ii) to treat as the  owner of the  Purchased
Shares,  or otherwise to accord voting,  dividend or liquidation  rights to, any
transferee to whom the Purchased  Shares have been  transferred in contravention
of this Agreement.

3. Restrictive Legends. In the Company's sole discretion, the stock certificates
for the Purchased Shares may be endorsed with the following restrictive legends:

(i)      "The shares  represented by this  certificate  have not been registered
         under the Securities Act of 1933. The shares may not be sold or offered
         for sale in the absence of (a) an effective  registration statement for
         the shares under such Act, (b) a `no action'  letter of the  Securities
         and  Exchange  Commission  with  respect  to such  sale or offer or (c)
         satisfactory assurances to the Company that registration under such Act
         is not required with respect to such sale or offer."

(ii)  "The  shares  represented  by this  certificate  are  subject  to  certain
repurchase  rights  and  rights of first  refusal  granted  to the  Company  and
accordingly  may not be  sold,  transferred,  assigned,  pledged,  hypothecated,
encumbered,  or in any manner disposed of except in conformity with the terms of
a written Stock Purchase Agreement between the Company and the registered holder
of the shares (or the  predecessor  in interest to the  shares).  A copy of such
agreement is maintained at the Company's principal corporate offices."

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C.       TRANSFER RESTRICTIONS

1. Restrictions on Transfer.  Except for any Permitted Transfer,  Optionee shall
not sell, transfer, assign, pledge,  hypothecate,  encumber or otherwise dispose
of any of the Purchased  Shares which are subject to the Repurchase  Rights.  In
addition,  Purchased  Shares,  regardless of whether such  Purchased  Shares are
subject to the  Repurchase  Rights,  shall not be sold,  transferred,  assigned,
pledged,  hypothecated,  encumbered or otherwise disposed of in contravention of
the First Refusal Rights or the Market Stand-Off.

2.  Transferee  Obligations.  Each person  (other than the  Company) to whom the
Purchased  Shares are  transferred by means of a Permitted  Transfer shall, as a
condition precedent to the validity of such transfer,  acknowledge in writing to
the Company that such person is bound by the  provisions  of this  Agreement and
that the transferred shares are subject to (i) the Repurchase  Rights,  (ii) the
First  Refusal  Rights and (iii) the Market  Stand-Off,  to the same extent such
shares would be so subject if retained by Optionee.

3.       Market Stand-Off.

(a) In connection  with any  underwritten  public offering by the Company of its
equity securities  pursuant to an effective  registration  statement filed under
the Securities  Act,  including but not limited to the Company's  initial public
offering, Optionee (and any other Owner) shall not sell, make any short sale of,
loan,  hypothecate,  pledge,  grant any option for the purchase of, or otherwise
dispose  or  transfer  for  value or  otherwise  agree to  engage  in any of the
foregoing  transactions  with respect to, any Purchased Shares without the prior
written consent of the Company or its lead  underwriter.  Such  restriction (the
"Market  Stand-Off")  shall be in effect for such  period of time from and after
the date of the final  prospectus  for the  offering as may be  requested by the
Company or such underwriter.  In no event, however, shall such period exceed one
hundred eighty (180) days with respect to any particular offering and the Market
Stand-Off  shall in all events  terminate two (2) years after the effective date
of the Company's initial public offering.

(b)  Optionee  (and any other  Owner)  shall be subject to the Market  Stand-Off
provided and only if and for the same  duration  officers  and  directors of the
Company are also subject to similar restrictions.

(c) Any new, substituted or additional  securities or other property which is by
reason of any Recapitalization or Reorganization distributed with respect to, or
exchanged for, the Purchased  Shares shall be immediately  subject to the Market
Stand-Off,  to the same extent the  Purchased  Shares are at the time subject to
such provisions.

(d)  In  order  to  enforce  the  Market  Stand-Off,   the  Company  may  impose
stop-transfer instructions with respect to the Purchased Shares until the end of
the applicable stand-off period.

D.       REPURCHASE RIGHTS

1.  Grant.  The  Company  is  hereby  granted  rights   ("Repurchase   Rights"),
exercisable  at any time during the 90-day  period  following  the date Optionee
ceases

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Employment  with  the  Company  for  any  reason  other  than  Permanent
Disability, death or Retirement or (if later) during the 90-day period following
the execution date of this Agreement, to repurchase at the Exercise Price all or
any  portion of the  Purchased  Shares as to which  Repurchase  Rights  have not
lapsed in accordance with the schedule set forth in the Notice of Grant.

2.  Exercise of  Repurchase  Rights.  Repurchase  Rights  shall be  exercised by
written  notice  given to an  Owner  on or  prior to the last day of the  90-day
exercise period.  The notice shall indicate the number of Purchased Shares to be
repurchased and the date on which the repurchase is to be effected, such date to
be not more than 30 days after such  notice is given.  If the  Company  does not
hold the  certificates  representing  Purchased  Shares to be repurchased,  such
certificates,  together with a stock  power(s) duly executed in blank,  shall be
delivered  to the Company  prior to the close of business on the date  specified
for the repurchase.  On the date of repurchase,  the Company shall pay to Owner,
in cash or cash equivalents  (including the  cancellation of any  purchase-money
indebtedness),  an amount equal to the Exercise  Price  previously  paid for the
Purchased Shares which are being repurchased.

3.  Termination of the  Repurchase  Rights.  Repurchase  Rights shall lapse with
respect to any Purchased  Shares for which they are not timely  exercised  under
Paragraph D.2. In addition, Repurchase Rights shall lapse in accordance with the
schedule  set forth in the Notice of Grant,  Section 5 of the  Option  Agreement
relating to  termination  of  Employment  with the Company,  Section 7(a) of the
Option  Agreement  relating  to  the  consummation  of a  Corporate  Transaction
pursuant  to which the  Repurchase  Rights  are not  assigned  to the  successor
corporation  (or parent  thereof),  and  Section  7(d) of the  Option  Agreement
relating  to  Optionee's  Involuntary  Termination  within 18  months  after the
consummation  of a Corporation  Transaction.  All  Purchased  Shares as to which
Repurchase Rights lapse shall,  subject to the terms of this Agreement and under
the Option  Agreement,  remain  subject to (i) the First Refusal Rights and (ii)
the Market Stand-Off.

4. Aggregate  Limitation.  If the Option is exercised in more than one increment
so that Optionee is a party to one or more other Stock Purchase  Agreements (the
"Prior  Purchase  Agreements")  which  are  executed  prior  to the date of this
Agreement,  then the total number of Purchased  Shares under this  Agreement and
all Prior Purchase  Agreements which are not subject to Repurchase  Rights shall
not exceed in the  aggregate  the number of Purchased  Shares which would not be
subject to repurchase  had all the Purchased  Shares  (including  those acquired
under the Prior  Purchase  Agreements)  been  acquired  exclusively  under  this
Agreement.

5.  Recapitalization/Reorganization.  Subject to  Sections  7(a) and 7(d) of the
Option  Agreement,  any  new,  substituted  or  additional  securities  or other
property  which  is  by  reason  of  any   Recapitalization   or  Reorganization
distributed  with respect to, or exchanged  for, the  Purchased  Shares shall be
immediately  subject to Repurchase  Rights, but only to the extent the Purchased
Shares are at the time subject to Repurchase Rights.  Appropriate adjustments to
reflect  such  distribution  shall be made to price  per  share to be paid  upon
exercise  of  Repurchase  Rights  in order to  reflect  the  effect  of any such
Recapitalization   or  Reorganization  upon  the  Company's  capital  structure;
provided,  however, that the aggregate Exercise Price shall remain

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the same. Any securities or other  property so  distributed  with respect to
Purchased  Shares that are subject to Repurchase Rights may be held by the
Company.

E.       RIGHTS OF FIRST REFUSAL

1. Grant.  The Company is hereby  granted  rights of first  refusal  (the "First
Refusal  Rights"),  exercisable  in  connection  with any  proposed  transfer of
Purchased  Shares which are not subject to  Repurchase  Rights.  For purposes of
this  Article  E,  the  term  "transfer"  shall  include  any  sale,   transfer,
assignment,  pledge,  hypothecate,  encumbrance  or  other  disposition  of  the
Purchased Shares proposed or intended to be made by Owner, but shall not include
any Permitted Transfer.

2. Notice of Disposition.  In the event any Owner of Purchased  Shares which are
not subject to Repurchase Rights desires to accept a bona fide third-party offer
for the transfer of any or all of such shares (the  Purchased  Shares subject to
such offer to be hereinafter  referred to as the "Target  Shares"),  Owner shall
promptly (i) deliver to the Company written notice (the "Disposition Notice") of
the terms of the offer,  including the proposed  purchase price and the identity
of the third-party  offeror,  and (ii) provide proof satisfactory to the Company
that the disposition of the Target Shares to such third-party  offeror would not
be in contravention of the provisions set forth in Articles B and C.

3. Exercise of First Refusal Rights.  The Company shall, for a period of 45 days
after the Disposition  Notice is given,  have the right to repurchase any or all
of the Target Shares  subject to the  Disposition  Notice upon the same terms as
those  specified  in the  Disposition  Notice  or upon  such  other  terms  (not
materially  different from those specified in the  Disposition  Notice) to which
Owner  consents.  First Refusal Rights shall be exercised by written notice (the
"Exercise  Notice")  given to an Owner on or prior to the last day of the 45-day
exercise  period.  If First Refusal Rights are exercised with respect to all the
Target  Shares,  then the Company  shall effect the  repurchase  of such shares,
including  payment of the purchase  price,  not more than 15 business days after
the  Exercise  Notice is given.  If the Company  does not hold the  certificates
representing the Target Shares, such certificates,  together with stock power(s)
duly executed in blank,  shall be delivered to the Company prior to the close of
business on the date specified for repurchase.

                  Should the purchase price specified in the Disposition  Notice
be payable in property other than cash or evidences of indebtedness, the Company
shall  have the  right to pay the  purchase  price in the form of cash  equal in
amount to the value of such  property.  If Owner and the Company cannot agree on
such cash  value  within  30 days  after the  Disposition  Notice is given,  the
valuation shall be made by an appraiser of recognized standing selected by Owner
and the Company or, if they cannot  agree on an  appraiser  within 45 days after
the  Disposition  Notice is given,  each shall select an appraiser of recognized
standing  and  the two (2)  appraisers  shall  designate  a third  appraiser  of
recognized  standing,  whose appraisal shall be determinative of such value. The
cost of such  appraisal  shall be shared  equally by Owner and the Company.  The
repurchase  of  Target  Shares  shall  then be held on the later of (i) the 15th
business  day after the Exercise  Notice is given or (ii) the 15th  business day
after such valuation shall have been made.


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4.  Non-Exercise of First Refusal Rights. In the event an Exercise Notice is not
given to Owner on or prior to the last day of the 45-day exercise period,  Owner
shall have a period of 30 days thereafter in which to sell or otherwise  dispose
of the Target Shares to the  third-party  offeror  identified in the Disposition
Notice upon terms  (including  the  purchase  price) no more  favorable  to such
third-party  offeror than those specified in the Disposition  Notice;  provided,
however, that any such sale or disposition shall not be effected in violation of
Article B and Paragraph  C.3. The  third-party  offeror shall acquire the Target
Shares free and clear of the Repurchase Rights and the First Refusal Rights, but
the acquired  shares shall remain subject to Article B and Paragraph C.3. In the
event Owner does not effect such sale or disposition of the Target Shares within
the  specified  30-day  period,  the First Refusal  Rights shall  continue to be
applicable to any subsequent disposition of the Target Shares by Owner until the
First Refusal Rights lapse in accordance with this Article.

5. Partial  Exercise of First Refusal  Rights.  In the event the Company gives a
timely  Exercise  Notice with  respect to a portion,  but not all, of the Target
Shares  specified  in the  Disposition  Notice,  Owner  shall  have the  option,
exercisable by written notice to the Company given within 15 business days after
Owner is given the Exercise Notice, to effect the sale of Target Shares pursuant
to either of the following alternatives:

(i)      sale or other  disposition of all the Target Shares to the  third-party
         offeror  identified in the Disposition  Notice,  but in full compliance
         with the  requirements  of  Paragraph  E.4,  as if the  Company did not
         exercise the First Refusal Rights; or

(ii)     sale to the  Company  of the  portion of the  Target  Shares  which the
         Company  has  elected  to  purchase,   such  sale  to  be  effected  in
         substantial  conformity  with the  provisions of Paragraph  E.3.  First
         Refusal  Rights  shall  continue  to be  applicable  to any  subsequent
         disposition  of the  remaining  Target  Shares until the First  Refusal
         Rights lapse in accordance with this Article.

                  Failure  of  Owner  to give  timely  notification  under  this
Paragraph E.5 to the  Corporation  shall be deemed to be an election by Owner to
sell the Target Shares pursuant to alternative (i) above.

                  6.  Recapitalization/Reorganization.  Any new,  substituted or
additional   securities   or  other   property   which  is  by   reason  of  any
Recapitalization  or  Reorganization  distributed  with respect to, or exchanged
for, the Purchased Shares shall be immediately  subject to First Refusal Rights,
but only to the extent  the  Purchased  Shares are at the time  subject to First
Refusal Rights.  Any securities or other property so distributed with respect to
Purchased  Shares  that are subject to First  Refusal  Rights may be held by the
Company.

7. Lapse. First Refusal Rights shall lapse upon the earliest to occur of (i) the
first date on which shares of Stock are held of record by more than 500 persons,
(ii) a  determination  is made by the board of  directors  of the Company that a
public  market  exists for the Stock or (iii) the  closing of a firm  commitment
underwritten public offering,  pursuant to an effective  registration  statement
under the Securities Act,  covering the offer and sale of Stock in the aggregate
amount of at least ten million dollars ($10,000,000). All Purchased Shares as to

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which First Refusal Rights lapse, subject to the terms of this Agreement and the
Option  Agreement,  remain  subject  to (i) the  Repurchase  Rights and (ii) the
Market Stand-Off.

F.       SPECIAL TAX ELECTION

                  The acquisition of the Purchased  Shares may result in adverse
tax  consequences  which may be avoided or mitigated by filing an election under
Code Section 83(b). Such election must be filed within 30 days after the date of
this  Agreement.  A  description  of  the  tax  consequences  applicable  to the
acquisition  of the  Purchased  Shares and the form for making the Code  Section
83(b) election are set forth in Exhibit II.  OPTIONEE SHOULD CONSULT WITH HIS OR
HER TAX ADVISOR TO DETERMINE  THE TAX  CONSEQUENCES  OF ACQUIRING  THE PURCHASED
SHARES AND THE  ADVANTAGES  AND  DISADVANTAGES  OF FILING THE CODE SECTION 83(b)
ELECTION.  OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY,  AND
NOT THE COMPANY'S,  TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b),  EVEN IF
OPTIONEE REQUESTS THE COMPANY OR ITS  REPRESENTATIVES TO MAKE THIS FILING ON HIS
OR HER BEHALF.

G.       GENERAL PROVISIONS

1.  Assignment.  The Company may assign  Repurchase  Rights and/or First Refusal
Rights to any  person  or  entity  selected  by the  board of  directors  of the
Company, including (without limitation) one or more stockholders of the Company.

2. No Employment or Service  Contract.  Subject to any rights  Optionee may have
under any other  agreement  with the  Company,  nothing in this Notice or in the
Option  Agreement  or Plan  confers  upon  Optionee any right to continue in the
employment of the company for any period of time or interfere  with or otherwise
restrict  in any way the  rights of the  Company  (or any  Parent or  Subsidiary
employing  or  retaining  Optionee)  or of  Optionee,  which  rights  are hereby
expressly reserved by each, to terminate  Optionee's  Employment at any time for
any reason, with or without cause.

3. Notices. All notices,  requests or other communications  provided for in this
Option  Agreement shall be made, if to the Company,  to 2500  Warrenville  Road,
Downers Grove, Illinois 60515, Attention: Controller, and if to Optionee, to the
address  indicated below  Optionee's  signature line on the Notice of Grant. All
notices,  requests or other communications provided for in this Option Agreement
shall be in writing  either (a) by  personal  delivery,  (b) by  facsimile  with
confirmation  of receipt,  (c) by mailing in the United States mails to the last
known address of the party entitled  thereto or (d) by express courier  service.
The notice,  request or other  communication shall be deemed given upon personal
delivery, upon confirmation of receipt of facsimile transmission or upon receipt
by the party  entitled  thereto  if by United  States  mail or  express  courier
service;  provided,  however,  that if a notice,  request or other communication
sent to the Company is not given  during  regular  business  hours,  it shall be
deemed to be given on the next succeeding business day of the Company.

4. No Waiver. The failure of the Company in any instance to exercise  Repurchase
Rights  or First  Refusal  Rights  shall  not  constitute  a waiver of any other
repurchase

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rights and/or rights of first  refusal that may  subsequently  arise
under the  provisions  of this  Agreement  or any other  agreement  between  the
Company and  Optionee.  No waiver of any breach or condition  of this  Agreement
shall be deemed to be a waiver of any other or  subsequent  breach or condition,
whether of like or different nature.

5. Cancellation of Shares. If the Company shall make available,  at the time and
place and in the amount and form provided in this Agreement,  the  consideration
for the Purchased  Shares to be repurchased in accordance with the provisions of
this Agreement,  then from and after such time, the person from whom such shares
are to be repurchased shall no longer have any rights as a holder of such shares
(other than the right to receive  payment of such  consideration  in  accordance
with this  Agreement).  Such shares shall be deemed purchased in accordance with
the applicable  provisions hereof, and the Company shall be deemed the owner and
holder  of such  shares,  whether  or not the  certificates  therefor  have been
delivered as required by this Agreement.

6. Optionee  Undertaking.  Optionee  hereby  agrees to take whatever  additional
action and execute whatever additional  documents the Company may deem necessary
or advisable in order to carry out or effect one or more of the  obligations  or
restrictions  imposed on either Optionee or the Purchased Shares pursuant to the
provisions of this Agreement.

7.  Governing  Law. The  interpretation,  performance  and  enforcement  of this
Agreement, the Notice of Grant, the Option Agreement and the Plan, to the extent
not governed by the laws of the United States,  shall be governed by the laws of
the State of Illinois  and  construed in  accordance  therewith  without  giving
effect to principles of conflicts of laws.

8. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of any  successors  or assigns of the  Company and any person or persons
who shall, pursuant to Section 8(c) of the Option Agreement,  acquire any rights
under the Option in accordance with the Notice of Grant,  this Option  Agreement
or the Plan.

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<PAGE>

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
on the day and year first indicated above.

                                                       WESERVEHOMES.COM, INC.
                                                       By:
                                                       Title:
                                                       Address:




                                                       OPTIONEE
                                                       Name:
                                                       Address:


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<PAGE>



                                    APPENDIX


                  The  following  definitions  shall  be  in  effect  under  the
Agreement:

A. Fair Market Value of a share of Common Stock on any relevant  date,  prior to
the initial public offering of the Common Stock, shall be determined by the Plan
Administrator   after  taking  into  account  such  factors  as  it  shall  deem
appropriate.

B. Owner means Optionee and all subsequent  holders of the Purchased  Shares who
derive their chain of ownership through a Permitted Transfer from Optionee.

C.  Permitted  Transfer  shall mean (i) a gratuitous  transfer of the  Purchased
Shares,  provided  and only if Optionee  obtains  the  Company's  prior  written
consent to such  transfer,  (ii) a  transfer  of title to the  Purchased  Shares
effected  pursuant  to  Optionee's  will  or the  laws of  intestate  succession
following  Optionee's  death or (iii) a  transfer  to the  Company  in pledge as
security for any purchase-money  indebtedness incurred by Optionee in connection
with the acquisition of the Purchased Shares.

D.  Recapitalization  means any stock split,  stock dividend,  recapitalization,
combination  of  shares,  exchange  of  shares  or other  change  affecting  the
Company's  outstanding  Stock  as a  class  without  the  Company's  receipt  of
consideration.

E.       Reorganization means any of the following transactions:

(i)  a merger or consolidation in which the Company is not the surviving entity,

(ii) a sale,  transfer or other  disposition of all or substantially  all of the
     Company's assets,

(iii)a reverse merger in which the Company is the surviving  entity but in which
     the Company's  outstanding voting securities are transferred in whole or in
     part to a person  or  persons  different  from the  persons  holding  those
     securities immediately prior to the merger, or

(iv) any transaction effected primarily to change the state in which the Company
     is incorporated or to create a holding company structure.

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<PAGE>

                                    EXHIBIT I

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


                  FOR  VALUE  RECEIVED   ____________________   hereby  sell(s),
assign(s)  and  transfer(s)   unto   WeServeHomes.com,   Inc.  (the  "Company"),
__________________  (_______) shares of the Common Stock of the Company standing
in his or her name on the books of the Company represented by Certificate No(s).
__________________ herewith and do(es) hereby irrevocably constitute and appoint
__________________________  Attorney to transfer  the said stock on the books of
the Company with full power of substitution in the premises.

Dated: _________________


                            Signature:
                                       ----------------------------------------

                            Name:
                                 ----------------------------------------------

Instruction:  Please do not fill in any blanks  other than the  signature  line.
Please  sign  exactly as you would like your name to appear on the issued  stock
certificate. The purpose of this assignment is to enable the Company to exercise
the  Repurchase  Rights or First Refusal  Rights  without  requiring  additional
signatures on the part of Optionee.

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<PAGE>

                                   EXHIBIT II

                         FEDERAL INCOME TAX CONSEQUENCES
                         AND SECTION 83(b) TAX ELECTION


I. Federal  Income Tax  Consequences  and Section 83(b) Election For Exercise of
Non-Statutory  Option.  If the  Purchased  Shares are  acquired  pursuant to the
exercise of a Non-Statutory  Option,  as specified in the Notice of Grant,  then
under Code  Section  83, the excess of the Fair  Market  Value of the  Purchased
Shares on the date any forfeiture  restrictions  applicable to such shares lapse
over the  Exercise  Price paid for such  shares will be  reportable  as ordinary
income on the lapse date. For this purpose,  the term "forfeiture  restrictions"
includes the right of the Company to repurchase the Purchased Shares pursuant to
the Repurchase Rights.  However,  Optionee may elect under Code Section 83(b) to
be taxed at the time the Purchased Shares are acquired,  rather than when and as
such Purchased Shares cease to be subject to such forfeiture restrictions.  Such
election must be filed with the Internal  Revenue  Service  within 30 days after
the date of this  Agreement.  Even if the  Fair  Market  Value of the  Purchased
Shares on the date of this Agreement equals the Exercise Price paid (and thus no
tax is payable),  the election must be made to avoid adverse tax consequences in
the  future.  The form for making  this  election  is  attached  as part of this
Exhibit.  FAILURE TO MAKE THIS FILING WITHIN THE  APPLICABLE  30-DAY PERIOD WILL
RESULT IN THE  RECOGNITION  OF ORDINARY  INCOME BY  OPTIONEE  AS THE  FORFEITURE
RESTRICTIONS LAPSE.

     II. Federal Income Tax Consequences and Conditional  Section 83(b) Election
     For  Exercise of Incentive  Option.  If the  Purchased  Shares are acquired
     pursuant to the exercise of an Incentive Option, as specified in the Notice
     of Grant,  then the following tax  principles  shall apply to the Purchased
     Shares:

     (i) For regular tax purposes,  no taxable  income will be recognized at the
time the Option is exercised.

     (ii)The excess of (a) the Fair Market Value of the Purchased  Shares on the
         date the Option is exercised  or (if later) on the date any  forfeiture
         restrictions  applicable  to the  Purchased  Shares  lapse over (b) the
         Exercise  Price paid for the  Purchased  Shares will be  includible  in
         Optionee's taxable income for alternative minimum tax purposes.

    (iii)If Optionee makes a disqualifying  disposition of the Purchased Shares,
         then  Optionee  will  recognize  ordinary  income  in the  year of such
         disposition  equal in amount to the excess of (a) the Fair Market Value
         of the  Purchased  Shares on the date the  Option is  exercised  or (if
         later)  on the  date  any  forfeiture  restrictions  applicable  to the
         Purchased  Shares  lapse  over  (b) the  Exercise  Price  paid  for the
         Purchased Shares. Any additional gain recognized upon the disqualifying
         disposition  will  be  either  short-term  or  long-term  capital

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         gain depending upon the period for which the Purchased Shares are held
         prior to the disposition.

(iv)     For  purposes  of the  foregoing,  the term  "forfeiture  restrictions"
         includes the right of the Company to repurchase  the  Purchased  Shares
         pursuant to the Repurchase Rights. The term "disqualifying disposition"
         means any sale or other  disposition [fn. 1] of the  Purchased  Shares
         within two (2) years  after the Grant  Date or within  one (1) year
         after the exercise date of the Option.

(v)  Optionee  may,  in  connection  with the  exercise  of the  Option  for any
     Purchased  Shares at the time subject to  forfeiture  restrictions,  file a
     protective  election under Code Section 83(b) which would limit  Optionee's
     alternative  minimum taxable income upon exercise to the excess of the Fair
     Market  Value of the  Purchased  Shares on the date the Option is exercised
     over the Exercise  Price paid for the Purchased  Shares.  In the absence of
     final Treasury Regulations relating to Incentive Options, it is not certain
     whether  Optionee may similarly  file a protective  election  under Section
     83(b) which would limit  Optionee's  ordinary  income upon a  disqualifying
     disposition to the excess of the Fair Market Value of the Purchased  Shares
     on the date the Option is exercised  over the  Exercise  Price paid for the
     Purchased Shares. Accordingly, such election if properly filed will only be
     allowed  to  the  extent  the  final  Treasury  Regulations  permit  such a
     protective  election.  Page 2 of the attached  form for making the election
     should be filed with any election made in  connection  with the exercise of
     an Incentive Option.


1  Generally,  a  disposition  of shares  purchased  under an  Incentive  Option
includes any transfer of legal title,  including a transfer by sale, exchange or
gift, but does not include a transfer to the Optionee's  spouse, a transfer into
joint ownership with right of survivorship if Optionee  remains one of the joint
owners,  a pledge,  a transfer  by bequest or  inheritance  or certain  tax-free
exchanges permitted under the Code.

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                             SECTION 83(b) ELECTION


     This  statement is being made under Section  83(b) of the Internal  Revenue
     Code, pursuant to Treas. Reg. Section 1.83-2.

(1)      The taxpayer who performed the services is:
         Name:
         Address:
         Taxpayer Ident. No.:

(2)  The  property  with  respect  to  which  the  election  is  being  made  is
     ___________ shares of the common stock of WeServeHomes.com, Inc.

(3)      The property was issued on ____________________.

(4)  The taxable year in which the  election is being made is the calendar  year
     ____________.

(5)      The  property  is subject to  repurchase  rights  pursuant to which the
         issuer has the right to acquire the property at the  original  purchase
         price  if for any  reason  taxpayer's  employment  with the  issuer  is
         terminated.  The  issuer's  repurchase  right  lapses  in a  series  of
         installments over a four-year period ending on ___________, 200__.

(6)      The  fair  market  value at the time of  transfer  (determined  without
         regard to any restriction  other than a restriction  which by its terms
         will never lapse) is $_____________ per share.

(7)      The amount paid for such property is $__________ per share.

(8)  A copy of this statement was furnished to  WeServeHomes.com,  Inc. for whom
     taxpayer rendered the services underlying the transfer of property.

(9)      This statement is executed on _________________________.



----------------------                          ------------------------
Spouse (if any)                                 Taxpayer

This election must be filed with the Internal  Revenue Service Center with which
taxpayer  files his or her Federal income tax returns and must be made within 30
days after the  execution  date of the Stock  Purchase  Agreement.  This  filing
should be made by  registered  or  certified  mail,  return  receipt  requested.
Optionee must retain two (2) copies of the completed form for filing with his or
her Federal  and state tax  returns  for the current tax year and an  additional
copy for his or her records.

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The  property  described  in the above  Section  83(b)  election is comprised of
shares of common stock acquired  pursuant to the exercise of an incentive  stock
option under Section 422 of the Internal Revenue Code (the "Code"). Accordingly,
it is the  intent of the  Taxpayer  to utilize  this  election  to  achieve  the
following tax results:

1. The  purpose of this  election  is to have the  alternative  minimum  taxable
income  attributable to the purchased shares measured by the amount by which the
fair market  value of such shares at the time of their  transfer to the Taxpayer
exceeds the purchase price paid for the shares. In the absence of this election,
such alternative  minimum taxable income would be measured by the spread between
the fair  market  value of the  purchased  shares and the  purchase  price which
exists on the  various  lapse  dates in effect for the  forfeiture  restrictions
applicable  to such  shares.  The election is to be effective to the full extent
permitted under the Code.

2. Section  421(a)(1) of the Code  expressly  excludes from income any excess of
the fair  market  value of the  purchased  shares  over the amount paid for such
shares. Accordingly, this election is also intended to be effective in the event
there is a  "disqualifying  disposition"  of the  shares,  within the meaning of
Section  421(b) of the Code,  which would  otherwise  render the  provisions  of
Section 83(a) of the Code  applicable at that time.  Consequently,  the Taxpayer
hereby elects to have the amount of disqualifying disposition income measured by
the  excess  of the fair  market  value of the  purchased  shares on the date of
transfer to the  Taxpayer  over the amount paid for such shares.  Since  Section
421(a)  presently  applies to the shares  which are the subject of this  Section
83(b)  election,  no taxable  income is  actually  recognized  for  regular  tax
purposes at this time,  and no income  taxes are  payable,  by the Taxpayer as a
result of this election.

THIS PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b)  ELECTION FILED IN CONNECTION
WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER THE FEDERAL TAX LAWS.


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