SERVICES AGREEMENT

         THIS SERVICES  AGREEMENT (the  "Agreement") is made and entered into
effective as of the 1st day of April, 2000 by and between JVWeb, Inc., a
Delaware corporation ("Provider"), and iHomeline.com, Inc., a Delaware
corporation ("Recipient").

                                                      RECITALS:

         WHEREAS, Provider is able and willing to provide technical services and
assistance and business management services (the "Services"); and

         WHEREAS, Provider has provided Services to Recipient beginning with the
month of May 1999 through the end of February  2000,  and Provider and Recipient
desire to set forth  Provider's  remuneration for having provided such Services;
and

         WHEREAS, Recipient desires to engage Provider to continue as a provider
of the Services to Recipient upon the terms, provisions and conditions set forth
hereinafter,  and  Provider is willing to continue to serve as a provider of the
Services  to  Recipient  upon the terms,  provisions  and  conditions  set forth
hereinafter;

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

                                                     AGREEMENTS:

         1.  Remuneration  for Past  Services.  In  satisfaction  of Recipient's
agreement to compensate Provider for the performance of all Services (including,
but not limited to, those  described in Section 2(b) below and all accrued costs
and other expenses of the nature described in Section 3(b) below) for the period
of time  beginning  with the  month of May  1999 and  ending  on the last day of
February 2000 and in  consideration  of Provider's  satisfactory  performance of
such Services  during such period of time,  Recipient  agrees to pay to Provider
the amount of $50,000,  which is referred to  hereinafter  as the "Accrued Fee."
Recipient agrees that (a) the Accrued Fee shall be paid in monthly payments, due
by the 15th day of each month  (commencing April 15, 2000) until the Accrued Fee
has  been  paid in full,  equal  to  twenty-five  percent  (25%) of  Recipient's
revenues for the previous  month,  and (b) the unpaid portion of the Accrued Fee
shall be due and payable in full immediately upon Recipient's  receipt of a cash
infusion equalling or exceeding $1,000,000 from an investor or a lender.

         2.       Engagement.

         (a) Subject to the terms, provisions and conditions hereinafter stated,
Recipient  hereby  engages  Provider as a provider of the Services to Recipient,
and Provider hereby accepts such  engagement.  Recipient  hereby agrees that the
engagement  of Provider  pursuant to this  Agreement is  non-exclusive  and that
Provider may provide the Services to other persons  during and after the term of
this  Agreement.  Recipient  represents  and warrants  that it has the power and
authority to enter into this Agreement and to perform its commitments hereunder.

         (b)      The Services that Provider shall be obligated to provide
pursuant to this Agreement are as follows:

                  (i)      Business  Management  Support,  including  day-to-day
                           oversight of operations and problem  solving
                           around issues of growth.

                  (ii)     Overall Management  Support,  including  attention to
                           identifying  the gaps in management that needed to be
                           filled  from  both  an   operational  as  well  as  a
                           strategic standpoint.

                  (iii)    Marketing, including the assignment of JVWeb staff to
                           fill gaps in the execution of  previously  determined
                           marketing strategies.

                  (iv)     Operations/Technical,   including   the   review   of
                           Recipient's  entire operations and technology issues,
                           assistance in the re-engineering of Recipient's World
                           Wide Web site (the "Site") as requested by Recipient,
                           redesigning the features and functions of the Site as
                           requested   by   Recipient,   redesigning   the  user
                           interface  of the  Site as  requested  by  Recipient,
                           re-story   boarding  of  the  Site  as  requested  by
                           Recipient, implementing third party applications into
                           the Site as requested by Recipient,  and from time to
                           time  formatting  content  received by Provider  from
                           Recipient into the Site as requested by Recipient and
                           maintaining such content.

                  (v)      Hosting of the Site.

                  (vi)     Assistance in Financial Management, including
                           cash billing services.

                  (vii)    Exploration and Development of Internet Strategy for
                           Recipient.

                  (viii)   Provision of such other  Services as Recipient  shall
                           request and Provider shall be capable of providing.

         3.   Payment for Services.
              --------------------

         (a)  In  consideration  of  Provider's  provision  of the  Services  to
Recipient after March 1, 2000, Recipient agrees to pay to Provider an hourly fee
of $70 for each hour actually expended by any of Provider's  personnel set forth
on Exhibit A, up to a cap of $10,000 per month.  Such rates and cap shall not be
changed  without  the prior  express  written  consent of both of  Provider  and
Recipient.  All fees that become due to Provider  pursuant to this  Section 3(a)
shall be due and  payable to  Provider  within 30 days after  Provider  sends an
invoice relating thereto, detailing hours charged. Nothing provided herein shall
obligate  Provider to render Services in any month beyond the amount of Services
that can be rendered within the limits of the $10,000 cap provided for above.

         (b)  Recipient  agrees to  reimburse or advance (as the case may be) to
Provider for (i) all direct and out-of-pocket  labor costs and other expenses of
Provider  incurred or to be incurred in  connection  with the  provision  of the
Services plus (ii) an additional amount equal to 15% of the amount of such costs
and other expenses.  However,  all costs and other expenses as herein  described
must  be  expressly   approved  by   Recipient   in  writing  in  advance.   All
reimbursements  that become due to Provider  pursuant to this Section 3(b) shall
be due and payable to Provider  within 30 days after  Provider  sends an invoice
relating thereto.

         (c)   Notwithstanding  any  term,   provision,   or  agreement  herein,
Recipient's duty,  liability and obligation to pay any sums or amounts due under
this Agreement shall be limited to the funds Recipient  actually receives either
from the Sales Representative  Agreement (Integrated  Sponsorships) of even date
herewith  between  Provider and Recipient or from a cash  infusion  equalling or
exceeding $1,000,000 from an investor or a lender.

                  4.       Term.
                           ----

         (a) 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 4(b), (c) or (d)
below.  If this Agreement is not terminated in accordance with the provisions of
Section 4(b), (c) or (d) below, it shall renew itself for an unlimited number of
successive  six-month  renewal  terms  unless (i) either  Provider or  Recipient
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 4(b), (c) or (d) below.

         (b) Upon  the  occurrence  of any of the  events  listed  below in this
Section 4(b), 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.

         (c) 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.

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

         (e) The  provisions of Sections 1 and 3 (to the extent that all amounts
due hereunder for Services  provided  pursuant  hereto have not yet been paid or
paid for in full), 5, 6 and 7 shall survive  termination of this Agreement.  All
other  rights  and  obligations  of  Provider  and  Recipient  shall  cease upon
termination of this Agreement,  and Recipient shall not be liable or responsible
for any additional cost, damages, payments or fees whatsoever incurred after the
date of termination.

         5.  Indemnification.   Recipient  shall  indemnify  and  hold  harmless
Provider 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 Provider's activities on behalf of Recipient,  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 Provider.

         Provider shall  indemnify and hold harmless  Recipient 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  Provider's
activities on behalf of Recipient,  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 Provider.

         6.       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  Recipient  with cause or
Provider voluntarily,  Provider 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"),  Provider  hereby
acknowledging  that  Recipient's  proposed  media  broadcasts are expected to be
world-wide and any engagement by Provider in the Restricted  Activity could harm
the value of the Services provided by Provider 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 Recipient
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  Recipient;  or  (iii)  induce  or  attempt  to
influence, directly or indirectly, any person employed by or under contract with
Recipient at the date of  expiration  or  termination,  to terminate  his or her
engagement or contractual relationship with Recipient.

                  (b)  Permitted   Exception.   Notwithstanding   the  foregoing
provisions  of this section,  Provider  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 Recipient, and (ii)
continue  to own an  interest  in  and  fully  participate  in the  business  of
Recipient and any other wholly-owned or  partially-owned  subsidiary of Provider
in which Provider owned an interest or in whose business Provider  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.  Provider hereby specifically acknowledges
and agrees that the  temporal and other  restrictions  contained in this section
are reasonable and necessary to protect the business of Recipient,  and that the
enforcement of the provisions of this section will not work an undue hardship on
Provider.

                  (d)  Reformation.  Provider  further  agrees that in the event
either the length of time or any other  restriction,  or  portion  thereof,  set
forth in Section 6(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 6(a) will remain in full force
and effect as reduced or modified.

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

                  (f)  Severability.  Provider further agrees, in the event that
any  provision of Section 6(a) is held to be invalid or against  public  policy,
the remaining  provisions  of Section 6(a) and the  remainder of this  Agreement
shall not be affected thereby.

         7.       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
supersede all prior  agreements  and  understandings,  whether  written or oral,
relating to the subject matter hereof.

         (f) 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. Notwithstanding the preceding, in connection with
the   provision  of  the   Services,   Provider  may  utilize  the  services  of
subcontractors agreed to by Recipient.

         (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.

         (h) Provider and Recipient are  independent  contracting  parties,  and
nothing  in  this  Agreement   shall  make  either  party  the  agent  or  legal
representative of the other for any purpose whatsoever, nor does it grant either
party any  authority to assume or to create any  obligations  on behalf of or in
the name of the other.

         (i) Neither  party  hereto  shall be liable for any delay or failure in
the  performance  of any  obligation  under this  Agreement or for any losses or
damages  (including  special,  incidental,  consequential,  indirect or punitive
damages) to the extent  that such  non-performance  or delay,  losses or damages
result from any contingency which is beyond the control of such party,  provided
such  contingency  is not caused by the fault or  negligence  of such  party.  A
contingency for the purposes of this Agreement shall include, but not be limited
to, acts of God, fire, explosions, storms, wars, hostilities,  blockades, public
disorders,   quarantine   restrictions,   embargoes,   strikes  or  other  labor
disturbances, breaches of contractual or other obligations of third parties, and
compliance with any law, order or control of, or insistence by any  governmental
or  military  authority  whether  central  or local.  The party  claiming  to be
affected by any such contingency  shall give reasonable and prompt notice to the
other party, giving full particulars  thereof and all such contingencies  shall,
as far as is reasonably  possible,  be remedied with all reasonable  efforts and
dispatch.

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

"PROVIDER"                                                    "RECIPIENT"

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>


         EXHIBIT A

                                                Provider's Personnel