FORM OF CERTIFICATION
                       PURSUANT TO RULE 13A-14 AND 15D-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
                                 CERTIFICATIONS

I, Andrew Cimerman, certify that:

1.   I have reviewed this Quarterly Report on Form 10-QSB of HomeLife, Inc.;

2.   based on my knowledge,  this  Quarterly  Report does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this Quarterly Report is being prepared;

(b)  evaluated the  effectiveness  of the registrant's  disclosure  controls and
procedures  as of a date  within 45 days of the  filing  date of this  Quarterly
Report (the "Evaluation Date"); and

(c)  presented in this Quarterly Report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):

(a)  all  significant  deficiencies  in the  design  or  operation  of  internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

(b)  any fraud,  whether or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: January 13, 2004             /s/ Andrew Cimerman
                                   -------------------
                                   Name: Andrew Cimerman
                                   Title: President and Chief Executive Officer

<PAGE>

                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13A-14 AND 15D-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
                                 CERTIFICATIONS

I, Marie M. May, certify that:

1.   I have reviewed this Quarterly Report on Form 10-QSB of HomeLife, Inc.;

2.   based on my knowledge,  this  Quarterly  Report does not contain any untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)  designed such  disclosure  controls and  procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this Quarterly Report is being prepared;

(b)  evaluated the  effectiveness  of the registrant's  disclosure  controls and
procedures  as of a date  within 45 days of the  filing  date of this  Quarterly
Report (the "Evaluation Date"); and

(c)  presented in this Quarterly Report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):

(a)  all  significant  deficiencies  in the  design  or  operation  of  internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

(b)  any fraud,  whether or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: January 13, 2004             /s/ Marie M. May
                                   ----------------
                                   Name: Marie M. May
                                   Title: Chief Financial Officer

<PAGE>