HOME WEB INC, 10SB12B/A, 1999-03-17

HOME WEB INC
10SB12B/A, 1999-03-17
GROCERIES & RELATED PRODUCTS

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of the Securities Exchange Act of 1934

HOME.WEB, INC.
--------------
(Name of Small Business Issuer in its charter)

NEVADA 77-0454933
- ------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

380 Foam Street, Suite 210, Monterey, California 93940
- ------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (831) 375-6209
--------------

Securities to be registered under Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered

Common Stock OTC Bulletin Board
------------ ------------------

<PAGE>

TABLE OF CONTENTS

Page
COVER PAGE 1
TABLE OF CONTENTS 2
PART I 3
DESCRIPTION OF BUSINESS 3
DESCRIPTION OF PROPERTY 6
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 6
REMUNERATION OF DIRECTORS AND OFFICERS 7
SECURITY OWNERSHIP OF MANAGEMENT AND 7
CERTAIN SECURITYHOLDERS
INTEREST OF MANAGEMENT AND OTHERS IN 8
CERTAIN TRANSACTIONS
SECURITIES BEING OFFERED 8
PART II 9
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S 9
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
LEGAL PROCEEDINGS 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 9
RECENT SALES OF UNREGISTERED SECURITIES 9
INDEMNIFICATION OF DIRECTORS AND OFFICERS 10
PART F/S 10
FINANCIAL STATEMENTS 10
PART III
INDEX TO EXHIBITS
SIGNATURES

<PAGE>

PART I

The issuer has elected to follow Form 10-SB, Disclosure Alternative 2.

ITEM 6. DESCRIPTION OF BUSINESS

Home.Web, Inc. ("Home Web," the "Company") is a development stage
company. The Company was incorporated in Nevada on September 15, 1995 with
authorized capital of ten million (10,000,000) shares of common stock, par value
$0.001 per share. From incorporation until May 1, 1997, the Company was
inactive.

On May 1, 1997, the Company commenced an offering, pursuant to
Regulation D of the Securities Act of 1933 (the "Act"), Rule 504, of up to
2,400,000 shares of its common stock at a price of $0.05 per share. This
offering was conducted in order to raise money for working capital and inventory
and was broken down as follows: $12,000 for working capital, $58,000 for
inventory, $15,000 for consulting fees, $20,000 for legal and accounting fees
and $15,000 for offering-related costs. On September 24, 1998, the offering was
completed with all shares being sold and issued for a total of $120,000, less
offering costs of $15,000 being received by the Company. A closing Form D was
filed September 24, 1998.

In June 1997, the Company increased its authorized capital to fifty
million (50,000,000) shares of common stock, par value $0.001 per share.

The going concern opinion of the independent accountant, as disclosed in
the Company's Independent Auditors Report attached to Part F/S, is as follows:

"Home Web, Inc. (the "Company") is in the development stage in
accordance with Statement of Financial Accounting Standards (SFAS) No.
7."

Home Web plans to penetrate the gourmet/specialty foods market and to
maximize sales by wholesaling products to gourmet food stores, small grocery
chain stores and hotels. The product is currently sold through California
Season's company-owned retail stores, catalog and direct mail order, as well as
business and corporate sales programs.

The gourmet and specialty food industry has a history of growth. The
national revenue for the gourmet and specialty food industry exceeds
thirty-three billion dollars. Home Web is taking

<PAGE>

advantage of this market by wholesaling and distributing varieties of handmade
Monterey Jack Cheese.

The Company selected Monterey, California as its location because it
was the original home of Monterey Jack cheese. David Jacks of Monterey first
produced and marketed Monterey Jack cheese in 1882. This cheese is the only
native California cheese and one of only two cheeses native to the United
States. The Monterey Cheese Company is the only company offering handmade
Monterey Jack cheese made in Monterey, California.

The Company outsources the production of its cheese products to Sonoma
Cheese Factory ("Sonoma"). Sonoma is one of the oldest hand-rolled cheese
processing plants in California and is one of only two such plants still in
existence. Due to the quality of the cheeses produced by Sonoma and the fact
that it is difficult to duplicate hand-rolled cheeses, the Company will continue
to outsource its products for the foreseeable future. There is no written
agreement between Sonoma and the Company; instead, the Company purchases the
product from Sonoma on a cash-on-delivery basis. Sonoma ships the cheese without
labels, which the Company puts on upon delivery.

Product
- -------

Home Web, under the label "Monterey Jack Cheese," currently offers
twelve varieties of creamy, handmade cheeses in three pound wheels, one pound
wheels, nine ounce wedges and three ounce wedges. The varieties of cheese
include hand-rolled, original Monterey Jack, Dry Jack, Caraway, Pesto, Hot
Pepper Jack, Habanero Jack, Garlic Jack, Lite Jack, Cheddar, Chili Cheddar,
Vidalia Onion Jack and Teleme.

The Company's own research has shown that there is a niche demand for
its products because the cheeses are from Monterey and are of handmade quality.
The cheeses have been market-tested by the Company indicating consumer
acceptance. Current vendors offering these cheeses to the public include the
California Seasons chain of three retail stores, the California Seasons'
catalog, several luxury hotels in the Monterey and Big Sur area, a number of
Monterey convention groups, a distributor in Idaho, a chain of five upscale
gourmet food markets in the Los Angeles area, the Monterey Peninsula Airport
Gift Shop, a Carmel Valley, California store and several more retail stores.

Market
- ------

The size of the gourmet and specialty food industry has increased in
the past six years, with sales in 1995 estimated at 33.7 billion dollars by the
National Association of Specialty Foods Trade, Inc. (NASFT). "Pak Facts," a New
York resource firm, forecasts retail sales will top 47 billion dollars by the
year 2000.

Competition
- -----------

National chains, regional chains and local stores all carry lines of
cheese. Very rarely do these stores stock handmade Monterey Jack cheese. The
problem the chains have is that they are

<PAGE>

limited to the amount of products they are able to stock because of the current
mass of other non- specialty food products they must display. This allows the
Company the opportunity to offer a variety of Monterey Jack cheese products not
found in chain stores, supermarkets and delicatessens.

Plan of Operations
- ------------------

The Company has formulated a plan of operations for the next twelve
months as detailed below. In the Company's opinion, the proceeds from future
funding will satisfy its cash requirements for twelve months. During the next
six months those funds will need to be raised. The Company has no engineering,
management or similar report that has been prepared or provided for external use
by the issuer or underwriter.

By the end of fiscal 1999, the Company plans to have successfully
introduced two new product lines and labels to the gourmet food market. The
Company feels it is the proper time to bring new gourmet "niche" food products,
because the cheese line is now fully developed and ready for aggressive
marketing. Carmel Valley Farms and Salinas Valley Farms will be the two new
gourmet food lines and labels. Both of these are world-famous for their valley
products. Carmel Valley will feature wine jellies and jams and Salinas Valley
will feature artichoke products, salsa, spices, hot sauce and pasta sauce. The
marketing will be directed towards companies located in tourist areas or which
sell to tourists through local outlets. The Company will also private label
items as requested by its customers. Wine jellies will do exceptionally well in
wineries that have gift shops.

In order to implement the strategic plan and meet the Company's
anticipated working capital needs, the Company estimates that it will require
$150,000 in capital ($125,000 for short-term financing and $25,000 for Salinas
Valley and Carmel Valley product development). The short-term financing would
include accounts receivable. The Company is currently seeking a $150,000 line of
credit with several interested financial institutions and/or bridge financing
from investment firms.

The Company projects to have net sales of $288,000 by the end of 1999,
showing a small profit after taxes of $10,000. By the end of the year 2000,
sales are projected to be over $600,000. These sales should be very obtainable
based upon forecasts by the nation's Association of Specialty Foods Trade, Inc.,
which projects gourmet food sales of 47 billion dollars by the year 2000.

Despite these low cash reserves, additional funds may be required in
order to proceed with the business plan outlined above. These funds would be
raised through additional private placements or other financial arrangements,
including debt or equity. There is no assurance that such additional financing
will be available when required in order to proceed with the business plan or
that the Company's ability to respond to competition or changes in the market
place or to exploit opportunities will not be limited by lack of available
capital financing. If the Company is unsuccessful in securing the additional
capital needed to continue operations within the time required, the Company will
not be in a position to continue operations and the stockholders may lose their
entire investment.

<PAGE>

Employees
- ---------

The Company will have four full-time employees by the end of 1999. The
President will perform a multitude of company functions, along with a shipping
person and a salesperson. A second shipping employee would be added prior to the
holiday season rush. A full-time office manager will be added in the second
year, which would include bookkeeping, as well as accounts receivable and
payable.

ITEM 7. DESCRIPTION OF PROPERTY

The Company leases office space from Monterey Ventures, Inc., a company
of which its President is an equity member, at a rate of $300 per month. These
offices are located at 380 Foam Street, Suite 210, Monterey, California, 93940.

ITEM 8. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following information sets forth the names of the officers and
directors of the Company, their present positions with the Company and
biographical information.

Dennis Davis. (Age 47). President, Chief Executive Officer, Director. Mr. Davis
is a business consultant specializing in financial matters, creating and
developing business plans, strategic planning, and assisting in the
implementation of strategic growth initiatives. He also assists privately-owned
and public companies seeking financing, acquisition financing, ownership
transition and other financing and liquidity options. Mr. Davis was in the
banking industry for fifteen years and has management and planning experience.
His banking career included, at various times, the positions of Administrator of
the Lending Department, Vice President, Senior Commercial Loan Officer, Vice
President responsible for the Real Estate and Construction Department, Vice
President responsible for the Loan Adjustment Department and Branch Manager. Mr.
Davis also spent eight years as the managing general partner for a grocery and
liquor retail outlet with gross sales of one million dollars per year. He is the
past President of the Affordable Housing Corporation of Monterey County, past
Treasurer of the Marina Chamber of Commerce, and a past Director of the
California International Air Show, Sports Fest, Inc. and the American Diabetes
Association. Currently, Mr. Davis is also a director and officer of Monterey,
Ventures, Inc., a Monterey, California-based financing corporation. Mr. Davis
has been involved with the Company since April 1997. He is the husband of
Cornelia Davis, an officer and director of the Company.

Cornelia Davis. (Age 34). Secretary, Treasurer, Director. Ms. Davis is the
President of CDIC Financial Services, a financial and business consulting
company. Her past experience includes capital formation for private and public
companies, including acquisition financing and other financing options. Ms.
Davis also specializes in assisting companies with sales, marketing and
promotion. From 1992 to 1995, she consulted for a retail golf company in the
position of investor relations coordinator. Prior to this, Ms. Davis was the
Business Development Director of one of the largest title companies in the
nation. She also was the founder of Yavapai Land Fund Mutual, an Arizona real
estate investment company. Ms. Davis received a B.A. degree in Organization and
Communication from Arizona State University with a minor in Human Resources. She
is the wife of Dennis Davis, the President and a director of the Company.

<PAGE>

Florence G. Roberts. (Age 48). Director. Ms. Roberts is currently a consultant
for Monterey Season's, Inc., a gourmet and specialty foods company. She is
assisting this company with its business strategies and capital formation. Ms.
Roberts is actively involved in the management of rental properties on the
Monterey Peninsula. From 1989 to 1996, Ms. Roberts owned and operated "Lonesome
Dove," a retail store in Carmel, California which specialized in the sale of
western wear and Indian artifacts. Ms. Roberts received her B.A. in English from
Illinois State Normal University in 1972 and attended Anthony School of Real
Estate in Pacific Grove, California, in 1974. She has been a director of the
Company since June 1996.

ITEM 9. REMUNERATION OF DIRECTORS AND OFFICERS

The following table sets forth certain information as to the
compensation awarded to the Company's executive officers and directors for the
fiscal year ended December 31, 1998 and for the fiscal year which will end on
December 31, 1999. No other compensation was paid or will be paid to any such
officers other than the cash compensation set forth below.

<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Other Restricted
Annual Stock Options/ LTIP All Other
Name Title Year Salary Bonus Compensation Awarded SARs (#) payouts ($) Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis Davis President, 1998 $0 $0 $0 -0- -0- -0- $700.00
Director 1999 $21,000 $0 $0 -0- -0- -0- $0
Cornelia Davis Tresurer/Sec. 1998 $0 $0 $0 -0- -0- -0- $0
Director 1999 $0 $0 $0 -0- -0- -0- $0
Florence Roberts Director 1998 $0 $0 $0 -0- -0- -0- $0
1999 $0 $0 $0 -0- -0- -0- $0
</TABLE>

In fiscal 1998, the aggregate amount of compensation paid to all
executive officers and directors as a group for services in all capacities was
approximately $700.00. Compensation of $21,000 will be paid executive officers
and directors for services in fiscal 1999.

ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 31, 1999, the
beneficial ownership of the Company's Common Stock by each person known by the
Company to beneficially own more than 5% of the Company's Common Stock,
including options, outstanding as of such date and by the officers and directors
of the Company as a group. Except as otherwise indicated, all shares are owned
directly.

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Name and address of Amount and Nature Percent
Title of Class beneficial owner of beneficial owner of class
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common stock Dennis Davis 15,250,000 56.2%
P.O. Box 653
Pacific Grove, CA 93950

Common stock Cornelia Davis 5,100,000 18.8%
P.O. Box 653
Pacific Grove, CA 93950

Common stock Florence G. Roberts 4,050,000 14.9%
20 Paso Del Rio
Carmel Valley, CA 93924

Common stock Monterey Ventures, Inc.* 1,550,000 5.7%
380 Foam Street, Suite 210
Monterey, CA 93940

Common stock Directors and Officers 24,400,000 89.9%
as a group (3 persons)
* Dennis Davis is an owner, officer and director of Monterey Ventures, Inc.
</TABLE>

ITEM 11. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company maintains its executive offices on a shared basis
with its President and Chief Executive Officer.

The Company has retained the services of Monterey Ventures, Inc.
(MVI), a private firm that specializes in assisting companies with investment
banking services. The Company has executed an Investment Banking Agreement that
calls for MVI to provide guidance and consultation to the Company, primarily in
the areas of preparing the private placement offering memorandum, corporate
finance and public market development. The Company will pay a cash fee of
$10,000 as compensation for services to be rendered by MVI. It is further noted
that Dennis Davis, an executive officer and director of the Company, is also an
equity member of MVI and thus stands to benefit personally from this Investment
Banking Agreement. Also, as a part of this Investment Banking Agreement, the
Company has agreed to issue a stock option agreement that will allow MVI to
purchase up to 750,000 shares of the Company's common stock at an exercise price
of $.01 per share.

ITEM 12. SECURITIES BEING OFFERED

No sale of securities is authorized by this filing. The common
stock of the Company is being registered under Section 12(b) of the Securities
Exchange Act of 1934.

The Company has 50,000,000 common shares authorized. Each share
of Common Stock is entitled to share pro rata in dividends and distributions
with respect to the Common Stock when, as and if declared by the Board of
Directors from funds legally available therefor. No holder of any shares of
Common Stock has any pre-emptive right to subscribe for any of the Company's
securities. Upon dissolution, liquidation or winding up of the Company, the
assets will be divided pro rata on a share-for-share basis among holders of the
shares of Common Stock after-any required distribution to the holders of the
preferred stock. All shares of Common Stock outstanding are fully

<PAGE>

paid and non-assessable and the shares will, when issued upon payment therefore
as contemplated hereby, be fully paid and non-assessable.

Each shareholder of Common Stock is entitled to one vote per
share with respect to all matters that are required by law to be submitted to
shareholders. The shareholders are not entitled to cumulative voting in the
election of directors. Accordingly, the holders of more than 50% of the shares
voting for the election of directors will be able to elect all the directors if
they choose to do so. The Company has 1,250,000 shares reserved for its
directors and consultants under a Stock Option Plan approved by the board of
directors in June 1997 for issuance at $0.001 per share until December 31, 1999.
The optionees and numbers of shares optioned are as follows:

<TABLE>
<CAPTION>
<S> <C>
Monterey Ventures, Inc. 750,000
Cornelia Davis 100,000
Florence G. Roberts 50,000
Dennis Davis 250,000
Janice Demianew 100,000
</TABLE>

As of January 31, 1999, the following of the above-referenced
options been exercised:

<TABLE>
<CAPTION>
<S> <C>
Janice Demianew 100,000
Florence G. Roberts 50,000
Monterey Ventures, Inc. 750,000
</TABLE>

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS

There is currently no public market for the Company's stock. The
Company has never paid dividends. At present, the Company does not anticipate
paying dividends on its Common Stock in the foreseeable future and intends to
devote any earnings to the development of the Company's business.

ITEM 2. LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against the Company.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The Company has had no changes in or disagreements with its
Accountants since inception.

<PAGE>

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

The Company offered for sale a Private Placement Memorandum
pursuant to Regulation D, Rule 504 which was begun on May 1, 1997 and completed
on September 24, 1998. This offering was for 2,400,000 shares of common stock at
$0.05 per share for a total offering of $120,000. All shares were sold to a
total of 36 accredited and 27 unaccredited investors. The proceeds from this
offering were used for working capital, legal and accounting fees, consulting
fees and inventory.

Item 5. Indemnification of Directors and Officers

So far as permitted by the Nevada Revised Statutes, the Company's
Articles of Incorporation provide that the Company will indemnify its Directors
and Officers against expenses and liabilities they may incur and defend, settle
or satisfy any civil or criminal action brought against them on account of their
being or having been Company Directors or Officers unless, in any such action,
they are adjudged to have acted with gross negligence or to have engaged in
willful misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 19-314,
as amended, (collectively, the "Acts") may be permitted to directors, officers
or controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.

PART F/S

FINANCIAL STATEMENTS

HOME WEB, INCORPORATED
(A Development Stage Company)

Monterey, California

FINANCIAL STATEMENTS

With

INDEPENDENT AUDITOR'S REPORT

December 31, 1998

Prepared By:

HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT
SALINAS, CALIFORNIA

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)

Index to Financial Statements

Page
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . . F-2

Balance Sheet, December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . F-3

Statement of Operations, (inception)
Through December 31, 1998 . . . . . . . . . . . . . . . . . . . . . F-4

Statement of Shareholders' Equity
December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . F-5

Statement of Cash Flows,
Ended December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . F-6

Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . F-7

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . F-8

<PAGE>

HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANTS 341 Main Street Salinas CA 93901
(831) 758-1694 FAX (831) 758-1699

To the Board of Directors and Shareholders
Home Web, Incorporated
Monterey, California

INDEPENDENT AUDITOR'S REPORT

I have audited the balance sheet of Home Web, Incorporated as of December 31,
1998 and the related statements of operations, shareholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides reasonable basis for my
opinion.

In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Home Web,
Incorporated, as of December 31, 1998 and the results of operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note E to the financial
statements, the Company has incurred net losses since inception, which raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.

/s/ Hawkins Accounting

January 13, 1999

F-2

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)
BALANCE SHEET
December 31, 1998

ASSETS

<S> <C>
Current Assets
Cash in bank-- First National $ 97
Accounts receivable 1,450
-----
Total Current Assets 1,547

Property, Plant and Equipment
Coolers and equipment 40,308
Office equipment 9,841
-----
50,149
Accumulated depreciation (5,285)
------
Total Property, Plant and Equipment 44,864

Other Assets
Organizational expenses 24,440
Business start up expenses 5,876
Trade name 11,000
------
41,316
Accumulated amortization (5,711)
------
Total Other Assets 35,605

TOTAL ASSETS $ 82,016
======

LIABILITIES AND CAPITAL

Current Liabilities
California Franchise Tax payable 800
---
Total Current Liabilities 800

Total Liabilities 800

Common Stock 120,000
Retained Earnings (38,784)
-------
Total Capital 81,216

TOTAL LIABILITIES AND CAPITAL $ 82,016
======
</TABLE>

See accompanying notes to financial statements
F-3

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)
STATEMENT OF OPERATIONS
For year ending December 31, 1998

<TABLE>
<CAPTION>
<S> <C>
Revenue
Sales $ 7,265

Cost of Goods Sold 5,193
-----

Gross Margin 2,072

Expenses
Advertising 785
Amortization 4,888
Bank and service charges 289
Consulting Fees 3,356
Equipment rental 2,339
Employee expense 105
Depreciation 4,263
License and taxes 225
Meals and entertainment 302
Office help 10,736
Office supplies 2,494
Postage 621
Professional fees 1,140
Travel 1,720
Telephone 873
Rent 900
Utilities 157
---
Total Expenses 35,193
------

(Loss) from operations $ (33,121)

Other expenses
Interest 50
Nondeductible penalties 166
State corporate tax expense 800
---
Total other expenses 1,016
-----

Net loss (34,137)
========
</TABLE>

See accompanying notes to financial statements.

F-4

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
December 31, 1998

<TABLE>
<CAPTION>
Deficit
Accumulated
During
Common Stock Development
Shares Amount Stage Total
<S> <C> <C> <C> <C>
Balance,
December 31, 1997 24,732,000 $ 36,600 $ (4,647) $ 31,953

Options Exercised
(Note G) 900,000 7,650 7,650

Common Stock
Issued 1,515,000 75,750 75,750

Net loss for the period
ended December 31, 1998 (34,137) (34,137)
---------- -------- ------- --------

BALANCE
December 31, 1998 27,147,000 $ 120,000 $(38,784) $ 81,216
========== ======= ======== ======

</TABLE>

See accompanying notes to financial statements.

F-5

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)
STATEMENT OF CASH FLOWS--INDIRECT METHOD
For year ending December 31, 1998

<TABLE>
<CAPTION>
<S> <C>
Net income $ (34,137)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 9,151
Changes in operating assets and liabilities
Decrease in accounts payable and accrued expenses (5,500)
Increase in accounts receivable (50)
----

NET CASH PROVIDED BY OPERATING ACTIVITIES (30,536)

INVESTING ACTIVITIES
Increase in other assets 21,480
Purchase of property, plant and equipment 31,554
------

NET CASH USED IN INVESTING ACTIVITIES 53,034

FINANCING ACTIVITIES
Sale of common stock 83,400

NET CASH PROVIDED BY FINANCING ACTIVITIES 83,400

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (170)

Cash and cash equivalents at beginning of year 267
---

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 97
==

</TABLE>

See accompanying notes to financial statements

F-6

<PAGE>

HOME WEB, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

Summary of Significant Accounting Policies
December 31, 1998

DEVELOPMENT STAGE COMPANY
Home Web, Inc. (the "Company") is in the development stage in accordance with
Statement of Financial Accounting Standards (SFAS) No. 7.

USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from these estimates.

CASH EQUIVALENTS
For the purpose of the statement of cash flows, the Company considered all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

ORGANIZATION AND BUSINESS START UP AND AMORTIZATION
Organization costs and start up costs are recorded at cost. Amortization is
calculated by the straight-line method over a period of sixty months.
Amortization for the year ending December 31, 1998 was $4,888.

INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and tax basis
of assets and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.

COMMON STOCK
Common stock is at $.05 par value with 50,000,000 shares authorized, 27,147,000
outstanding as of December 31, 1998.

F-7

<PAGE>

HOME WEB, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements
December 31, 1998

NOTE A: BACKGROUND
The Company was incorporated under the laws of the State of Nevada on
September 15, 1995. The principal activities of the Company, from the
beginning of the development stage, have been organizational matters
and the sale of stock. The Company was formed to sell retail gourmet
and speciality cheese on the Internet. During the year ended December
31, 1998, the Company had sales and incurred expenses against those
sales, but the activity was immaterial for purposes of SFAS No. 7.

NOTE B: RELATED PARTY TRANSACTIONS
The Company entered into an agreement with Monterey Ventures, Inc.
("MVI"), an affiliated company and a shareholder, whereby; MVI will
provide investment banking and other consulting services to the
Company. Payments made to MVI totaled 12,300 for 1998. The Company also
paid rent to MVI under a rental agreement $900 during the year ending
December 31, 1998. Total other reimbursements to MVI for office
expense, phone service, etc. amounted to $5,790 for the year.

During the year the Company paid one of its founders $500 for
consulting services to the Company.

NOTE C: INCOME TAXES
The benefit for income taxes from operations consisted of the following
components: current tax benefit of $5,121, resulting from a net loss
before income taxes, and deferred tax expenses of $5,121 resulting from
the valuation allowance recorded against the deferred tax asset
resulting from net operating losses. Net operating loss carryforward
will expire in 2013.

The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the asset will
be realized. At the time, the allowance will either be increased or
reduced; reduction would result in the complete elimination of the
allowance if positive evidence indicates that the value of the deferred
tax asset is no longer required.

F-8

<PAGE>

HOME WEB, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements
December 31, 1998

NOTE D: PUBLIC STOCK OFFERING
During the period ended December 31, 1998, pursuant to an exemption
under Rule 504 of Regulation D of the Securities Act of 1933, as
amended (the Act), the Company sold solely to accredited and/or
sophisticated investors, its common stock. Each share has a par value
of $.05. Total proceeds, from the offering, as of the period ended
December 31, 1998 were $83,400.

NOTE E: GOING CONCERN
As of December 31, 1998, the Company had net operating losses since
inception and negative cash flows from operating activities which raise
substantial doubt about its ability to continue as a going concern.

The Company is in the process of raising initial working capital
through a public offering of its common stock, which is expected to
provide liquidity until operations become profitable. The Company
proposes to engage in the wholesale of cheese. The Company's ability to
continue as a going concern is dependent upon a successful public
offering and ultimately achieving profitable operations. There is no
assurance that the Company will be successful in its efforts to raise
additional proceeds or achieve profitable operations. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

NOTE F: PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment are recorded at cost. Maintenance and repairs
are expended as incurred: major renewals and betterments are
capitalized. When items of property and equipment are sold or retired,
the related costs and accumulated depreciation are removed from the
accounts and any gain or loss is included in income.

Depreciation for the year was $4,263.

<PAGE>

HOME WEB, INCORPORATED
A Development Stage Company

Index to Financial Statements

Page

Independent Auditor's Report . . . . . . . . . . . . . . . . F-2

Balance Sheet, December 31, 1997 . . . . . . . . . . . . . . . F-3

Statement of Operations (inception)
Through December 31, 1997 . . . . . . . . . . . . . . . . F-4

Statement of Shareholders' Equity
December 31, 1997 . . . . . . . . . . . . . . . . . . . . F-5

Statement of Cash Flows,
Ended December 31, 1997 . . . . . . . . . . . . . . . . F-6

Summary of Significant Accounting Policies . . . . . . . . . . F-7

Notes to Financial Statements . . . . . . . . . . . . . . . . F-8

<PAGE>

HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT. 341 Main Street, Salinas CA 93901
(408) 758-1694 FAX (408) 758-1699

Board of Directors
Home Web, Incorporated
Monterey, California

INDEPENDENT AUDITOR'S REPORT

I have compiled the accompanying balance sheet of Home Web, Incorporated as of
December 31, 1997 and the related statements of operations, shareholders' equity
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement persentation. I believe that my audit provides reasonable basis for my
opinion.

In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Home Web,
Incorporated, as of December 31, 1997 and the results of operations and its cash
flows for the year then ended in conformity with generally accepted accouting
principles.

/s/ Hawkins Accounting

January 13, 1999

F-2

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)
BALANCE SHEET
December 31, 1997

<TABLE>
<CAPTION>
ASSETS 1997

<S> <C>
Current Assets
Cash in bank-First National $ 267
Non-trade receivable 1,400
----------
Total Current Assets 1,667

Property, Plant and Equipment
Coolers and equipment 13,850
Office equipment 4,745
-----
18,595
Accumulated depreciation (1,022)
----------
Total Property Plant and Equipment 17,573

Other Assets
Organizational expenses 13,960
Business start up expenses 5,876
-----
19,836
Accumulated amortization (823)
----------
Total Other Assets 19,013

TOTAL ASSETS $ 38,253
==========
LIABILITIES AND CAPITAL

Current Liabilities
California Franchise Tax payable 800
Contract payable 5,500
----------
Total Current Liabilities 6,300

Total Liabilities 6,300

Common Stock 36,600
Retained Earnings (4,647)
----------
Total Capital 31,953
----------

TOTAL LIABILITIES AND CAPITAL $ 38,253
==========
</TABLE>

See accompanying notes to financial statements.

F-3

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company
STATEMENT OF OPERATIONS
For the year ending December 31, 1997

<TABLE>
<CAPTION>
1997
<S> <C>
Revenue
Sales $ 11,094

Cost of Goods Sold 9,375
---------

Gross Margin 1,719

Expenses
Advertising 64
Amortization 823
Bank and service charges 24
Consulting Fees 1,200
Depreciation 1,022
Meals and entertainment 546
Office supplies 365
Postage 52
Travel 57
Telephone 213
Rent 1,200
-----
Total Expenses 5,566
-----
(Loss) from operations $ (3,847)

Other expenses
State corporate tax 800
---
Total other expenses 800
---
Net loss (4,647)
=======

</TABLE>

See accompanying notes to financial statements

F-4
<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
December 31, 1997

<S> <C>
Balance as of December 31, 1996 $ 0

Common stock issued, 732,000 shares 36,600

Founder's Stock issued, 24,000,000 0

Net loss for the period ending, December 31, 1997 (4,647)
------

Balance as of December 31, 1997 31,953
======
</TABLE>

F-5
<PAGE>

HONE WEB INCORPORATED
STATEMENT OF CASH FLOWS-INDIRECT METHOD
FOR THE YEAR ENDING DECEMBER 31,1997

<S> <C>
Net Income $ (4,647)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation & Amortization 1,845
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses 6,300
Increase in accounts receivable (1,400)
----------

NET CASH PROVIDED BY OPERATING ACTIVITIES 2,098

INVESTING ACTIVITIES
Increase in other assets 19,836
Purchases of property, plant and equipment 18,595
----------
NET CASH USED IN INVESTING ACTIVITIES 38,431

FINANCING ACTIVITIES
Sale of common stock 36,600

NET CASH PROVIDED BY FINANCING ACTIVITIES 36,600

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 267

Cash and cash equivalents at beginning of year 0
----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 267
==========
</TABLE>

See accompanying notes to financial statements

F-6
<PAGE>

HOME WEB, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

Summary of Significant Accounting Policies
December 31, 1997

DEVELOPMENT STAGE COMPANY
Home Web, Inc. (the "Company") is in the development stage in accordance with
Statement of Financial Accounting Standards (SFAS) No. 7.

CASH EQUIVALENTS
For the purpose of the statement of cash flows, the company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.

COMMON STOCK
Common stock is at $.05 par value with 50,000,000 shares authorized, 24,732,000
outstanding as of December 31, 1997.

F-7

<PAGE>

HOME WEB, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 1997

NOTE A: BACKGROUND

The Company was incorporated under the laws of the State of Nevada on
September 15, 1995. The principal activities of the Company, from the
beginning of the development stage, have been organizational matters
and the sale of stock. The Company was formed to sell retail gourmet
and specialty cheese on the Internet. During the year ended December
31, 1997, the Company had sales and incurred expenses against those
sales, but the activity was immaterial for purposes of SFAS No. 7.

NOTE B: RELATED PARTY TRANSACTIONS

The Company entered into an agreement with Monterey Ventures, Inc.
("MVI"), an affiliated company and a shareholder, whereby; MVI will
provide investment banking and other consulting services to the
Company. The agreement is for $10,000 of which $4,500 was paid in
1997. The Company also paid rent to MVI under a rental agreement
$2,700 during the year ended December 31, 1997. Total other
reimbursements to MVI for office expense, phone services, etc.
amounted to $1,279 for the year.

During the year the Company paid one of its founders $2,400 for
consulting services to the Company.

NOTE C: INCOME TAXES

The benefit for income taxes from operations consisted of the
following components: current tax benefit of $697 resulting from a net
loss before income taxes, and deferred tax expense of $697 resulting
from the valuation allowance recorded against the deferred tax asset
resulting from net operating losses. Net operating loss carryforward
will expire in 2012.

The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the asset
will be realized. At the time, the allowance will either be increased
or reduced; reduction could result in the complete elimination of the
allowance if positive evidence indicates that the value of the
deferred tax asset is no longer required.

F-8

<PAGE>

HOME WEB, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements
December 31, 1997

NOTE D: PUBLIC STOCK OFFERING

During the period ended December 31, 1997, pursuant to an exemption
under Rule 504 of Regulation D of the Securities Act of 1933, as
amended (the Act), the Company sold solely to accredited and/or
sophisticated investors, its common stock. Each share has a par value
of $.05. Total proceeds, from the offering, as of the period ended
December 31, 1997 were $ 36,600.

NOTE E: COMMITMENTS

During the year, the Company had purchase commitments to purchase
coolers, equipment and certain intangible assets from a nonaffiliated
company. For the period ended December 31, 1997, the outstanding
amount that the Company still owed was $42,458.

NOTE F: PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are recorded at cost. Maintenance and repairs
are expensed as incurred: major renewals and betterments are
capitalized. When items of property and equipment are sold or retired,
the related costs and accumulated depreciation are removed from the
accounts and any gain or loss is included in income.

Depreciation for the year ended December 31, 1997 was $1,022.

F-9

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)

Monterey, California

FINANCIAL STATEMENTS

With

INDEPENDENT AUDITOR'S REPORT

December 31, 1996

Prepared by:

HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT
SALINAS, CALIFORNIA

<PAGE>

HAWKINS ACCOUNTING
Certified Public Accountant 341 Main Street Salinas CA 93901
(831) 758-1694 FAX (831) 758-1699

To the Board of Directors and Shareholders
Home Web, Incorporated
Monterey, California

INDEPENDENT AUDITOR'S REPORT

I have audited the balance sheet of Home Web, Incorporated as of December 31,
1996 and the related statements of operations, shareholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Home Web,
Incorporated, as of December 31, 1996 and the results of operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

/s/ Hawkins Accounting

January 13, 1999

F-2

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)
BALANCE SHEET
December 31, 1996

<TABLE>
<CAPTION>
ASSETS

<S> <C>
Current Assets $
Cash in bank-- First National
Accounts Receivable

Total Current Assets

Property, Plant and Equipment
Coolers and Equipment
Office Equipment
Accumulated Depreciation

Total Property, Plant and Equipment

Other Assets
Organizational expenses
Business start up expenses
Accumulated amortization

Total Other Assets

TOTAL ASSETS $ 0
= =

LIABILITIES AND CAPITAL

Current Liabilities
California Franchise Tax Payable

Total Current Liabilities

Total Liabilities
Common Stock
Retained Earnings
Total Capital

TOTAL LIABILITIES AND CAPITAL $ 0
= =
</TABLE>

See accompanying notes to financial statements
F-3

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the year ending December 31, 1996

<TABLE>
<CAPTION>
<S> <C>
Revenue
Sales $ 0

Total Revenue

Cost of Goods Sold

Gross Margin

Expenses
Advertising
Amortization
Bank and service charges
Consulting Fees
Depreciation
California State Franchise Tax
Meals and entertainment
Office supplies
Postage
Travel
Telephone
Rent
Total Expenses 0

Net income $ 0
= =
</TABLE>

Statement of Retained Deficit
For the year ending December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Deficit as of date of inception

1996 activity

Accumulated deficit at end of period 0
=
</TABLE>

See accompanying notes to financial statements

F-4

<PAGE>

HOME WEB, INCORPORATED
(A Development Stage Company)
STATEMENT OF CASH FLOWS-INDIRECT METHOD
For the year ending December 31, 1996

<TABLE>
<CAPTION>
OPERATING ACTIVITIES

<S> <C>
Net income
Adjustments to reconcile net income to net cash
provided by operating activities $ 0
Depreciation and amortization
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses
Increase in accounts receivable

NET CASH PROVIDED BY OPERATING ACTIVITIES

INVESTING ACTIVITIES
Purchase of trade name
Purchase of property, plant and equipment

NET CASH USED IN INVESTING ACTIVITIES

FINANCING ACTIVITIES
Sale of common stock

NET CASH PROVIDED BY FINANCING ACTIVITIES

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 0

Cash and cash equivalents at beginning of year 0

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 0
= =
</TABLE>

See accompanying notes to financial statements

F-5

<PAGE>

HOME WEB, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

Summary of Significant Accounting Policies
December 31, 1996

DEVELOPMENT STAGE COMPANY
Home Web, Inc. (the "Company") is in the development stage in accordance with
Statement of Financial Accounting Standards (SFAS) No. 7.

CASH EQUIVALENTS
For the purpose of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.

ORGANIZATIONAL AND BUSINESS START UP AND AMORTIZATION
Organizational costs and start up costs are recorded at cost. Amortization is
calculated by the straight-line method over a period of sixty months.

F-6

<PAGE>

HOME WEB, INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements
December 31, 1996

Note A: Background
- --------------------
The Company was incorporated under the laws of the State of Nevada on
September 15, 1995. The principal activities of the Company, from the
beginning of the development stage, have been organizational matters
and the sale of stock. The Company was formed to sell retail gourmet
and speciality cheese on the Internet.

<PAGE>

PART III

EXHIBITS

ITEM 1. INDEX TO EXHIBITS

Exhibit 3
3a. Articles
3b. Bylaws
Exhibit 10
10a. Investment Banking Agreement
Exhibit 23
23a. Consent of Accountant
Exhibit 99
99a. Stock Option Agreement
99b. Private Placement Memorandum dated July 1, 1997
99c. Meeting Minutes dated June 1, 1997
99d. Meeting Minutes dated June 20, 1997
99e. Meeting Minutes dated September 1, 1997
99f. Meeting Minutes dated December 18, 1997
99g. Meeting Minutes dated June 30, 1998
99h. Meeting Minutes dated September 14, 1998

<PAGE>

ITEM 2. DESCRIPTION OF EXHIBITS

As listed in the above Index, the appropriate exhibits are being
filed. The additional exhibits are marked and filed. The issuer is not a
Canadian issuer and is not filing a written consent and power of attorney.

SIGNATURES

The issuer has duly caused this offering statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Monterey, State of California, on March 15, 1999.

HOME.WEB, INC.

By /s/ Dennis Davis
-------------------
Dennis Davis, President

<PAGE>

This offering statement has been signed by the following persons
in the capacities and on the dates indicated.

/s/ Dennis Davis March 12, 1999
- ---------------------------------------- --------------------
Dennis Davis, Director Date

/s/ Cornelia Davis March 12, 1999
- ---------------------------------------- --------------------
Cornelia Davis, Director Date

/s/ Florence Grigsby Roberts March 12, 1999
- ---------------------------------------- --------------------
Florence Grigsby Roberts, Director Date

<PAGE>

ARTICLES OF INCORPORATION

HOME.WEB, INC.

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned incorporator, being a natural person of the age of
eighteen (18) years or more, and desiring to form a corporation under the
laws of the State of Nevada, does hereby sign, verify and deliver in
duplicate to the Secretary of State of the State of Nevada these ARTICLES OF
INCORPORATION.

ARTICLE I

NAME

The name of the corporation shall be Home.Web, Inc.

ARTICLE II

PERIOD OF DURATION

This corporation shall exist perpetually unless dissolved according to
law.

ARTICLE III

PURPOSE

The purpose for which this corporation is organized is to transact any
lawful business or businesses for which corporations may be incorporated
pursuant to the Domestic and Foreign Corporation Laws of the State of
Nevada.

ARTICLE IV

CAPITAL

The aggregate number of shares which this corporation shall have the
authority to issue is ten million (10,000,000) shares, with a par value of
$.001 per share, which shares shall be designated common stock. No share
shall be issued until it has been paid for, and it shall thereafter be
nonassessable.

<PAGE>

ARTICLE V

PREEMPTIVE RIGHTS

A shareholder of the corporation shall not be entitled to a preemptive
right to purchase, subscribe for, or otherwise acquire any unissued or
treasury shares of stock of the corporation, or any options or warrants to
purchase, subscribe for or otherwise acquire any such unissued or treasury
shares, or any shares, bonds, notes, debentures, or other securities
convertible into or carrying options or warrants to purchase, subscribe for
or otherwise acquire any such unissued or treasury shares.

ARTICLE VI

CUMULATIVE VOTING

The shareholders shall not be entitled to cumulative voting.

ARTICLE VII

SHARE TRANSFER RESTRICTIONS

The corporation shall have the right to impose restrictions upon the
transfer of any of its authorized shares or any interest therein. The Board
of Directors is hereby authorized on behalf of the corporation to exercise
the corporation's right to so impose such restrictions.

ARTICLE VIII

PRINCIPAL AND REGISTERED OFFICE AND AGENT

The initial registered office of the corporation shall be at c/o Rite,
Inc., 1905 South Eastern Avenue, Las Vegas, Nevada 89104, and the name of
the initial registered agent at such address is Dolores Passaretti. Either
the principal registered office or the registered agent may be changed in
the manner provided by law.

The corporation may also maintain an office or offices at such other
places within or outside of the State of Nevada as it may from time to time
determine. Corporate business of every kind and nature may be conducted and
meeting of Directors and stockholders held outside of the State of Nevada
the same as in the State of Nevada.

<PAGE>

ARTICLE IX

INITIAL BOARD OF DIRECTORS

The initial Board of Directors of the corporation shall consist of
two (2) directors, and the names and addresses of the persons who shall
serve as directors until the first annual meeting of shareholders or until
their successors are elected and shall qualify are:

Diane Button
3844 30th Street
Phoenix, Arizona 85016

Ronald Saunders
P.O. Box 1577
Carmel Valley, California 93924

The number of directors shall be fixed in accordance with the Bylaws.

ARTICLE X

INDEMNIFICATION

Subject to the fullest rights of indemnification and limitation of
liability granted by the Domestic and Foreign Corporation Laws of the State
of Nevada as it may be amended from time to time;

1. The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee,
fiduciary or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, fiduciary or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorney fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a
manner he reasonably believed to be in the best interests of the corporation
and, with respect to any criminal action of proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, or conviction or plea of
nolo contendere or its equivalent shall not of itself create a presumption
that the person did not act in good faith and in a manner which he

<PAGE>

reasonably believed to be in the best interests of the corporation and, with
respect to any criminal action or proceeding, had reasonable cause to
believe his conduct was unlawful.

2. The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, fiduciary or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney fees) actually and reasonably incurred
by him in connection with the defense of settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to be in
the best interests of the corporation; but no indemnification shall be made
in respect of any claim, issue, or matter as to which such person had been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in
which such action or suit was brought determines upon application that,
despite the adjudication of liability, in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for
such expenses which such court deems proper.

3. To the extent that a director, officer, employee, fiduciary or agent
of a corporation has been successful on the merits in defense of any action,
suit or proceeding referred to in (1) or (2) of this Article X or in defense
of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorney fees) actually and reasonably incurred by him
in connection therewith.

4. Any indemnification under 1 or 2 of this Article X (unless ordered
by a court) and as distinguished from 3 of this Article shall be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee, fiduciary or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in 1 or 2 above. Such determination shall be made by the
Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or, if such a
quorum is not obtainable or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.

5. Expenses (including attorney fees) incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in 3 or 4 of this Article X upon receipt of an undertaking by or
on behalf of the director, officer, employee, fiduciary or agent to repay
such amount unless it is ultimately determined that he is entitled to be
indemnified by the corporation as authorized in this Article X.

6. The indemnification provided by this Article X shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement,

<PAGE>

vote of shareholders of disinterested directors, or otherwise, and any
procedure provided for by any of the foregoing, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, fiduciary or agent and shall inure to the benefit of
heirs, executors, and administrators of such a person.

7. The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, fiduciary or agent of
the corporation or who is or was serving at the request of the corporation
as a director, officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under provisions of this Article.

8. To the fullest extent provided in said Act, the Officers, Directors
and agents of the corporation shall not be liable to the corporation or its
shareholders for monetary damages.

ARTICLE XI

TRANSACTIONS WITH INTERESTED DIRECTORS

No contract or other transaction between the corporation and one (1)
or more of its directors or any other corporation, firm, association, or
entity in which one (1) or more of its directors are directors or officers
are financially interested shall be either void or voidable solely because
of such relationship or interest, or solely because such directors are
present at the meeting of the Board of Directors or a committee thereof
which authorizes, approves, or ratifies such contract or transaction, or
solely because their votes are counted for such purpose if:

(A) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves, or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors.

(B) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve, or ratify
such contract or transaction by vote or written consent; or

Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves, or ratifies such contract or
transaction.

<PAGE>

The officers, directors and other members of management of this
corporation shall be subject to the doctrine of "corporate opportunities"
only insofar as it applies to business opportunities in which this
corporation has expressed an interest as determined from time to time by
this corporation's Board of Directors as evidenced by resolutions appearing
in the corporation's minutes. Once such areas of interest are delineated,
all such business opportunities within such areas of interest which come to
the attention of the officers, directors, and other members of management of
this corporation shall be disclosed promptly to this corporation and made
available to it. The Board of Directors may reject any business opportunity
presented to it and thereafter any officer, director or other member of
management may avail himself of such opportunity. Until such time as this
corporation, through its Board of Directors, has designated an area of
interest, the officers, directors and other members of management of this
corporation shall be free to engage in such areas of interest on their own
and this doctrine shall not limit the rights of any officer, director or
other member of management of this corporation to continue a business
existing prior to the time that such area of interest is designated by the
corporation. This provision shall not be construed to release any employee
of this corporation (other than an officer, director or member of
management) from any duties which he may have to this corporation.

ARTICLE XII

VOTING OF SHAREHOLDERS

With respect to any action to be taken by shareholders of this
corporation, a vote or concurrence of the holders of a majority of the
outstanding shares of the shares entitled to vote thereon, or of any class
or series, shall be required.

ARTICLE XIII

INCORPORATOR

The name and address of the incorporator is as follows: Roger V. Davidson,
1375 Walnut, Suite 200, Boulder, Colorado 80302.

IN WITNESS WHEREOF, the above-named incorporator signed these ARTICLES OF
INCORPORATION on September 12,1995.

/s/ Roger V. Davidson
---------------------
Roger V. Davidson, Incorporator

<PAGE>

STATE OF COLORADO )
) ss.
COUNTY OF BOULDER )

Subscribed and sworn to before me on this 12th day of September, 1995 by
Roger V. Davidson.

/s Karen A. Warren
------------------
[SEAL] Notary Public
My Commission Expires: August 25, 1999

<PAGE>

BY-LAWS

HOME WEB, INC.

ARTICLE I - OFFICES

The office of the Corporation shall be located in the City and State
designated in the Articles of Incorporation. The Corporation may also
maintain offices at such other places within or without the United States as
the Board of Directors may, from time to time, determine.

ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held
within five months after the close of the fiscal year of the Corporation,
for the purpose of electing directors, and transacting such other business
as may properly come before the meeting.

Section 2- Special Meetings:

Special meetings of the shareholders may be called at any time by the Board
of Directors or by the President, and shall be called by the President or
the Secretary at the written request of the holders of ten per cent (10%) of
the shares then outstanding and entitled to vote thereat, or as other-wise
required under the provisions of the Business Corporation Act.

Section 3 - Place of Meetings:

All meetings of shareholders shall be held at the principal, office of the
Corporation, or at such other places as shall be designated in the notices
or waivers of notice of such meetings.

By-Laws - I

<PAGE>

Section 4 - Notice of Meetings:

(a) Except as otherwise provided by Statute, written notice of each meeting
of shareholders, whether annual or special, stating the time when and place
where it is to be held, shall be served either personally or by mail, not
less than ten or more than fifty days before the meeting, upon each
shareholder of record entitled to vote at such meeting, and to any other
shareholder to whom the giving of notice may be required by law. Notice of a
special meeting shall also state the purpose or purposes for which the
meeting is called, and shall indicate that it is being issued by, or at the
direction of, the person or persons calling the meeting. If, at any meeting,
action is proposed to be taken that would, if taken, entitle shareholders to
receive payment for their shares pursuant to Statute, the notice of such
meeting shall include a statement of that purpose and to that effect. If
mailed, such notice shall be directed to each such shareholder at his
address, as it appears on the records of the shareholders of the
Corporation, unless he shall have previously filed with the Secretary of the
Corporation a written request that notices intended for him be mailed to the
address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the
meeting, or to any shareholder who attends such meeting, in person or by
proxy, or to any shareholder who, in person or by proxy, submits a signed
waiver of notice either before or after such meeting. Notice of any
adjourned meeting of shareholders need not be given, unless otherwise
required by statute.

Section 5 - Quorum:

(a) Except as other-wise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof
being hereinafter collectively referred to as the "Certificate of
Incorporation"), at all meetings of shareholders of the Corporation, the
presence at the commencement of such meetings in person or by proxy of
shareholders holding of record a majority of the total number of shares of
the Corporation then issued and outstanding and entitled to vote, shall be
necessary and

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<PAGE>

sufficient to constitute a quorum for the transaction of any business. The
withdrawal of any shareholder after the commencement of a meeting shall have
no effect on the existence of a quorum, after a quorum has been established
at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the
holders of shares entitled to vote thereon, may adjourn the meeting. At any
such adjourned meeting at which a quorum is present, any business may be
transacted at the meeting as originally called if a quorum had been present.

Section 6 - Voting:

(a) Except as other-wise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to
be taken by vote of the shareholders, shall be authorized by a majority of
votes cast at a meeting of shareholders by the holders of shares entitled to
vote thereon.

(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of
stock of the Corporation entitled to vote thereat, shall be entitled to one
vote for each share of stock registered in his name on the books of the
Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the
instrument authorizing such proxy to act shall have been executed in writing
by the shareholder himself, or by his attorney-in-fact thereunto duly
authorized in writing. No proxy shall be valid after the expiration of
eleven months from the date of its execution, unless the persons executing
it shall have specified therein the length of time it is to continue in
force. Such instrument shall be exhibited to the Secretary at the meeting
and shall be filed with the records of the Corporation.

By-Laws - 3

<PAGE>

(d) Any resolution in writing, signed by all of the shareholders entitled to
vote thereon, shall be and constitute action by such shareholders to the
effect therein expressed, with the same force and effect as if the same had
been duly passed by unanimous vote at a duly called meeting of shareholders
and such resolution so signed shall be inserted in the Minute Book of the
Corporation under its proper date.

ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be three (3) unless
and until otherwise determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than three, unless all
of the outstanding shares are owned beneficially and of record by less than
three shareholders, in which event the number of directors shall not be less
than the number of shareholders permitted by statute.

(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation, members of the Board of Directors of the Corporation, who
need not be shareholders, shall be elected by a majority of the votes cast
at a meeting of shareholders, by the holders of shares, present in person or
by proxy, entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the
shareholders next succeeding his election, and until his successor is
elected and qualified, or until his prior death, resignation or removal.

Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and management
of the affairs, property and interests of the Corporation, and may exercise
all powers of the Corporation, except as are in the Certificate of
Incorporation or by statute expressly conferred upon or reserved to the
shareholders.

Section 3 - Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place
of such annual meeting of shareholders.

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<PAGE>

(b) The Board of Directors, from time to time, may provide by resolution for
the holding of other regular meetings of the Board of Directors, and may fix
the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the
meeting; provided, however, that in case the Board of Directors shall fix or
change the time or place of any regular meeting, notice of such action shall
be given to each director who shall not have been present at the meeting at
which such action was taken within the time limited, and in the manner set
forth in paragraph (b) of Section 4 of this Article III, with respect to
special meetings, unless such notice shall be waived in the manner set forth
in paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called
by the President or by one of the directors, at such time and place as may
be specified in the respective notices or waivers of notice thereof.

(b) Except as otherwise required by statute, notice of special meeting shall
be mailed directly to each director, addressed to him at his residence or
usual place of business, at least two (2) days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegram,
radio or cable, or shall be delivered to him personally or given to him
orally, not later than the day before the day on which the meeting is to be
held. A notice, or waiver of notice, except as required by Section 8 of this
Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or
at its commencement, the lack of notice to him, or who submits a signed
waiver of notice, whether before or after the meeting. Notice of any
adjourned meeting shall not be required to be given.

Section 5 - Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any
and if present, shall preside. If there shall be no Chairman, or he shall be
absent, then the President shall preside, and in his absence, a Chairman
chosen by the directors shall preside.

By-Laws - 5

<PAGE>

Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum
for the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any regular
or special meeting, although less than a quorum, may adjourn the same from
time to time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which
he may hold.

(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. Any action authorized in writing, by all of the
directors entitled to vote thereon and filed with the minutes of the
corporation shall be the act of the Board of Directors with the same force
and effect as if the same had been passed by unanimous vote at a duly called
meeting of the Board.

Section 8 - Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in
the number of directors, or by reason of the death, resignation,
disqualification, removal (unless a vacancy created by the removal of a
director by the shareholders shall be filled by the shareholders at the
meeting at which the removal was effected) or inability to act of any
director, or otherwise, shall be filled for the unexpired portion of the
term by a majority vote of the remaining directors, though less than a
quorum, at any regular meeting or special meeting of the Board of Directors
called for that purpose.

Section 9 - Resignation:

Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take
effect upon receipt thereof by the Board of Directors or such officer, and
the acceptance of such resignation shall not be necessary to make it
effective.

By-Laws - 6

<PAGE>

Section 10 - Removal:

Any director may be removed with or without cause at any time by the
affirmative vote of shareholders holding of record in the aggregate at least
a majority of the outstanding shares of the Corporation at a special meeting
of the shareholders called for that purpose, and may be removed for caused
by action of the Board.

Section 11 - Salary:

No stated salary shall be paid to directors, as such, for their services,
but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall
be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

Section 12 - Contracts:

(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of
the directors of this Corporation is or are interested in, or is a director
or officer, or are directors or officers of such other Corporation, provided
that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no
director shall be liable in any way by reason of such interest, provided
that the fact of such interest be disclosed or made known to the Board of
Directors, and provided that the Board of Directors shall authorize, approve
or ratify such contract or transaction by the vote (not counting the vote of
any such director) of a majority of a quorum, notwithstanding the presence
of any such director at the meeting at which such action is taken. Such
director or directors may be counted in determining the presence of a quorum
at such meeting. This Section shall not

By-Laws - 7

<PAGE>

be construed to impair or invalidate or in any way affect any contract or
other transaction which would otherwise be valid under the law (common,
statutory or otherwise) applicable thereto.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they
deem desirable, each consisting of three or more members, with such powers
and authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE IV - OFFICERS

Section I - Number, Qualifications, Election
and Term of Office:

(a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors, and one or more Vice Presidents, as the Board of
Directors may from time to time deem advisable. Any officer other than the
Chairman of the Board of Directors may be, but is not required to be, a
director of the Corporation. Any two or more offices may be held by the same
person.

(b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have
been elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the Secretary
of the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors
or by such officer, and the acceptance of such resignation shall not be
necessary to make it effective.

By-Laws - 8

<PAGE>

Section 3 - Removal:

Any officer may be removed, either with or without cause, and a successor
elected by a majority of the Board of Directors at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these By-laws, or may from time to time be specifically conferred or imposed
by the Board of Directors. The President shall be the chief executive
officer of the Corporation.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or
agent of the Corporation shall execute to the Corporation a bond in such
sum, and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting for all
property, funds or securities of the Corporation which may come into his
hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other Corporation,
any right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf
of the Corporation by the President, any Vice President, or such other
person as the Board of Directors may authorize.

ARTICLE V - SHARES OF STOCK

Section I - Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in
such form as shall

By-Laws - 9

<PAGE>

be adopted by the Board of Directors, and shall be numbered and registered
in the order issued. They shall bear the holder's name and the number of
shares, and shall be signed by (i) the Chairman of the Board or the
President or a Vice President, and (ii) the Secretary or Treasurer. or any
Assistant Secretary or Assistant Treasurer, and shall bear the corporate
seal.

(b) No certificate representing shares shall be issued until the full amount
of consideration therefor has been paid, except as otherwise permitted by
law.

(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the
holder to exercise voting rights, receive dividends and participate in
liquidating distributions, in proportion to the fractional holdings; or it
may authorize the payment in cash of the fair value of fractions of a share
as of the time when those entitled to receive such fractions are determined;
or it may authorize the issuance, subject to such conditions as may be
permitted by law, of scrip in registered or bearer form over the signature
of an officer or agent of the Corporation, exchangeable as therein provided
for full shares, but such scrip shall not entitle the holder to any rights
of a shareholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it,
alleged to have been lost or destroyed. On production of such evidence of
loss or destruction as the Board of Directors in its discretion may require,
the Board of Directors may, in its discretion, require the owner of the lost
or destroyed certificate, or his legal representatives, to give the
Corporation a bond in such sum as the Board may direct, and with such surety
or sureties as may be satisfactory to the Board, to indemnify the
Corporation against any claims, loss, liability or damage it may suffer on
account of the issuance of the new certificate. A new certificate may be
issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.

By-Laws - 10

<PAGE>

Section 3 - Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share
records of the Corporation only by the holder of record thereof, in person
or by his duly authorized attorney, upon surrender for cancellation of the
certificate or certificates representing such shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed,
with such proof of the authenticity of the signature and of authority to
transfer and of payment of transfer taxes as the Corporation or its agents
may require.

(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise expressly provided by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding fifty days, nor less
than ten days, as the record date for the determination of shareholders
entitled to receive notice of, or to vote at, any meeting of shareholders,
or to consent to any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividends, or
allotment of any rights, or for the purpose of any other action. If no
record date is fixed, the record date for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at
the close of business on the day next preceding the day on which notice is
given, or, if no notice is given, the day on which the meeting is held; the
record date for determining shareholders for any other purpose shall be at
the close of business on the day on which the resolution of the directors
relating thereto is adopted. When a determination of shareholders of record
entitled to notice of or to vote at any meeting of shareholders has been
made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.

By-Laws - 11

<PAGE>

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amounts, and at such time or
times as the Board of Directors may determine.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.

ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.

ARTICLE IX - AMENDMENTS

Section I - By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and
new by-laws may be made, by the affirmative vote of shareholders holding of
record in the aggregate at least a majority of the outstanding shares
entitled to vote in the election of directors at any annual or special
meeting of shareholders, provided that the notice or waiver of notice of
such meeting shall have summarized or set forth in full therein, the
proposed amendment.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, by-laws of the Corporation; provided, however,
that the shareholders entitled to vote with respect thereto as in this
Article IX above-provided may alter, amend or repeal by-laws made by the
Board of Directors, except that the Board of Directors shall have no power
to change the quorum for meetings of shareholders or of the Board of
Directors, or to change any provisions of the by-laws with respect to the
removal of directors or the filling of vacancies in the Board resulting from
the removal by the shareholders. If any by-law regulating an impending
election of directors is adopted, amended or repealed by the Board of
Directors, there shall be set forth in the notice of the next meeting of
shareholders for the election of directors, the by-law so adopted, amended
or repealed, together with a concise statement of the changes made.

By-Laws - 12

<PAGE>

ARTICLE X - INDEMNITY

(a) Any person made a party to any action, suit or proceeding, by reason of
the fact that he, his testator or intestate representative is or was a
director, officer or employee of the Corporation, or of any Corporation in
which he served as such at the request of the Corporation, shall be
indemnified by the Corporation against the reasonable expenses, including
attorney's fees, actually and necessarily incurred by him in connection with
the defense of such action, suit or proceedings, or in connection with any
appeal therein that such officer, director or employee is liable for
negligence or misconduct in the performance of his duties.

(b) The foregoing right of indemnification shall not be deemed exclusive of
any other rights to which any officer or director or employee may be
entitled apart from the provisions of this section.

(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case
where there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to then existing rules of the
American Arbitration Association.

The undersigned Incorporator certifies that he has adopted the
foregoing by-laws as the first by-laws of the Corporation.

Dated: June 1, 1997

/s/ Dennis Davis
------------------------
Dennis Davis, President

By-Laws - 13

<PAGE>

INVESTMENT BANKING AGREEMENT

This Agreement is made on the 1 day of June 1997, by and between Monterey
Ventures, Inc. (hereafter refereed to as MVI) whose offices are located at 380
Foam Street, Suite 210, Monterey, California 93840 and Home Web, Inc. (hereafter
referred to as Home Web ) whose offices are located at 380 Foam Street, Suite
210, Monterey, California 93940.

MVI's management and staff have a background in investment banking, corporate
finance, sales and marketing and is willing to provide services to HOME WEB
based on this background. HOME VYIEB desires to have services provided by MVI.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Beginning on the date of this agreement MVI will
provide the following services, (collectively the "Services"):

* Assist in the formation of the proposed corporation, including assistance
in all state and federal filings as well as all state and federal filings
that might be necessary for the proposed Private Placement Offering.

* Assist in the formulation and production of a business plan which shall
include the development of proforma statements, break even analysis,
spreadsheets, graphs, charts and cost projections.

* Produce an investor presentation package to include tools that range from
presentation folders to the most sophisticated audiovisual and interactive
computer technologies.

* Prepare a Private Placement Offering Memorandum (in accordance with federal
exemption from registration in reliance upon the exemption from
registration provided by Section 4(2) of "The Act" and Regulation D
promulgated pursuant to Section 3(b) of "The Act") allowing the company to
raise millions of dollars in additional capital (as outlined in Schedule
A).

* Act in the capacity as HOME WEB's "Investment Banker" and assisting in the
placement of the companies securities to raise the money needed for HOME
WEB to follow through with their business plan. This figure will be no less
than one hundred twenty thousand dollars ($120,000.00).

* Give professional advice and assistance in the areas of corporate
structure, corporate finance, management structure, time line projections,
future funding and marketing.

<PAGE>

2. PERFORMANCE OF SERVICES. The manner in which the services are to be performed
and the specific hours to be worked by MVI shall be determined by MVI. HOME WEB
will rely on MVI to work as many hours as reasonably necessary to fulfill MVI's
obligations under this Agreement.

3. PAYMENT. HOME WEB will pay a fee to MVI in the amount of 750,000 share
options exercisable at $.01 per share for the services provided by MVI. This
option will remain good until December 31, 1999. HOME WEB will also pay a fee to
MVI in the sum of $10,000.00 for consulting, secretarial, rent, etc.

4. EXPENSES. MVI shall be entitled to reimbursement from HOME WEB for all
reasonable "out-of-pocket" expenses including, but not limited to: travel,
meals, postage, copying and phone.

5. TERM/TERMINATION. This Agreement shall automatically terminate upon
consultants completion of the services required by this Agreement.

6. RELATIONSHIP OF PARTIES. It is understood by both parties that MVI is an
independent contractor with respect to HOME WEB and not an employee of HOME WEB.
HOME WEB will not provide fringe benefits for the benefit of MVI. This includes
health insurance benefits, paid vacation or any other employee benefit.

7. CONFIDENTIALITY. MVI recognizes that has and will have the following
information and or trade secrets including, but not limited to: inventions,
apparatus, future plans, business affairs, process information, customer lists,
product design information and other proprietary information (collectively,
"Information") which are valuable, special and unique assets of. MVI agrees that
MVI will not at any time or in any manner, either directly or indirectly, use
any information for MVIs own benefit or will MVI divulge, disclose or
communicate in any manner, any information to any third party without the prior
written consent of HOME WEB. MVI will protect the Information and treat it as
strictly confidential. A violation of this paragraph shall be a material
violation of this Agreement.

8. RETURN OF RECORDS. Upon termination of this Agreement, MVI shall return all
records, notes, data, memorandum, models and equipment of any nature that are in
MVI's possession or under MVI's control that are property or relate to's
business.

9. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, and addressed as follows:

<PAGE>

Monterey Ventures, Inc. Home Web, Inc. 380 Foam Street, Suite 210 Foam Street,
Suite 210 Monterey, CA 93940 Monterey, CA 93940

Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.

10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of both
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements made between the parties.

11. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.

12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed and enforced as so limited.

13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.

14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.

HOME WEB, INC.

By: /s/ Dennis Davis
- --------------------
Dennis Davis, President

MONTEREY VENTURES, INC.

By: /s/ Robert A. Strahl
- ------------------------
Robert A. Strahl, President

<PAGE>

CONSENT OF INDEPENDENT AUDITORS
-------------------------------

March 12, 1999

As independent auditors, we hereby consent to the incorporation by
reference in this Form 10-SB of our report, relating to the financial statement
of Home.Web, Inc. for the years ended December 31, 1997 and 1996 and the period
ended August 31, 1998, included on Form 10-SB for the years ended December 31,
1997 and 1996 and the period ended August 31, 1998.

/s/ Hawkins Accounting
--------------------------
HAWKINS ACCOUNTING
Certified Public Accountants

<ARTICLE> 5

<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997 DEC-31-1996
<PERIOD-END> DEC-31-1999 DEC-31-1997 DEC-31-1996
<CASH> 97 267 0
<SECURITIES> 0 0 0
<RECEIVABLES> 1,450 1,400 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 1,547 1,667 0
<PP&E> 50,149 17,573 0
<DEPRECIATION> (5,285) (1,022) 0
<TOTAL-ASSETS> 82,016 38,253 0
<CURRENT-LIABILITIES> 800 6,300 0
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 120,000 36,600 0
<OTHER-SE> 0 0 0
<TOTAL-LIABILITY-AND-EQUITY> 82,016 38,253 0
<SALES> 7,265 11,094 0
<TOTAL-REVENUES> 7,265 11,094 0
<CGS> 5,193 9,375 0
<TOTAL-COSTS> 5,193 9,375 0
<OTHER-EXPENSES> 35,193 5,566 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 50 0 0
<INCOME-PRETAX> (33,121) (3,847) 0
<INCOME-TAX> 800 800 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (34,137) (4,647) 0
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0

</TABLE>

THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (The "Act") AND MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE "Act".

Void After 5:00 PM, California Time, on December 31, 1999

OPTION TO PURCHASE COMMON STOCK

Home Web, Inc.

This is to certify that, for value received, HOLDER, (the "Holder") is
entitled to purchase, subject to the provisions of this Option, from Home Web,
Inc., a Nevada Corporation (the "Company"), an aggregate of SHARE NUMBER
(NUMBER) shares of the Company's Common Stock (the "Common Stock"), in the
amounts, and during the exercise periods as set forth below:

Option A: SHARE NUMBER (NUMBER) share options issued upon the Company
receiving $DOLLARS in proceeds from their proposed stock
offering, at an exercise price of one penny ($.01) per share from
June 1, 1997 until December 31, 1999.

The exercise periods for each of the Options are hereinafter referred to as
the "Exercise Period." Hereinafter, reference to "Option" shall include
Option(s) A.

The number of shares of Common Stock to be received upon the exercise of
this Option and the price to be paid for each share of Common Stock may be
adjusted from time to time as, hereinafter, set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Option Shares" and the exercise price of a
share of Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."

1. Exercise of Option. Subject to the provisions of Section (8) hereof,
this Option may be exercised in whole or in part at any time or from time to
time during the Exercise Period by presentation and surrender of this Option to
the Company at its principal office, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the number of
shares specified in such form. If this Option should be exercised in part only,
the Company shall, upon surrender of this Option for cancellation, execute and
deliver a new Option evidencing the rights of the

<PAGE>

Holder thereof to purchase the balance of the shares purchasable hereunder. If
the Option Shares are not to be issued in the name of or delivered to the person
to whom the Option is registered, the Purchase Form shall also state the name of
the persons to whom the certificates for the Option Shares are to be issued or
delivered. Upon receipt by the Company of this Option and payment of the
Exercise Price at its office, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder. Following proper
exercise of this Option, a certificate for the shares purchased, registered in
the name of the person entitled to receive such shares, shall be promptly
delivered to such person. The Company acknowledges that the Holder has agreed to
provide certain consulting services to the Company on a cash for services basis
and that the Exercise

Price of Option A may be paid, in lieu of and at Holder's request, as
consideration for services rendered to the Company by the Holder at a value
equal to, and not to exceed, the Exercise Price.

2. Reservation of Shares. The Company hereby agrees that at all times there
shall be reserved for issuance and/or delivery upon exercise of this Option such
number of shares of its Common Stock as shall be required for issuance and
delivery upon exercise of this Option. All shares issued upon proper exercise of
this Option shall be validly issued, fully paid and non-assessable.

3. Fractional Shares. No fractional shares shall be issued upon the
exercise of this Option and no compensation or reimbursement shall be payable by
the Company on account of any adjustments under Section 6 that would otherwise
permit a fractional share to be purchased upon an exercise of a Option.

4. Exchange, Transfer or Loss of Option. This Option is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof to the Company for other Options of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Subject to Section 8, upon surrender of this Option
to the Company with the Assignment Form annexed hereto duly executed, the
Company shall, without charge, execute and deliver a new Option in the name of
the assignee named in such instrument of assignment, this Option shall promptly
be canceled and such assignee shall be deemed to be the Holder of this Option.
This Option may be divided or combined with any other Options which carry the
same rights upon presentation thereof at the office of the Company, together
with a written notice specifying the names and denominations in which new
Options are to be issued and signed by the Holder hereof. The term "Option" as
used herein includes any Options

<PAGE>

into which this Option may be divided or exchanged. Upon receipt by the Company
of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Option, and, in the case of loss, theft or destruction, of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Option, if mutilated, the Company will execute and deliver a new Option of like
tenor and date.

5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Option and are not enforceable against the Company except to the extent set
forth herein.

6. Anti-Dilution Provisions. The Exercise Price and the number and kind of
securities available for purchase upon the exercise of this Option shall be
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided. The Exercise Price in effect at any time and the number
and kind of securities purchasable upon exercise of this Option shall be subject
to adjustment as follows:

(a) Stock Dividends, Splits and Similar Transactions. In case the
Company shall (i) pay a dividend or make a distribution on its shares of
Common Stock in shares of Common Stock, (ii) subdivide or reclassify its
outstanding Common Stock into a greater number of shares, or (iii) combine
or reclassify its outstanding Common Stock into a smaller number of shares,
the Exercise Price and the number of shares purchasable upon further
exercise of this Option in effect at the time of the record date for such
dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that,
by exercising this Option after such date the Holder shall be entitled to
receive the same number of shares which, if such Option had been exercised
immediately prior to such date, it would have received upon such exercise
immediately followed by such event. For example, if there should be a 2-
for- 1 stock split of the Common Stock, the Exercise Price shall be divided
by two and the number of shares purchasable upon further exercise of this
Option shall be doubled. Such an adjustment shall be made successively
whenever any event listed above shall occur.

(b) Reorganizations, Mergers and Similar Transactions. In case of any
reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company, or in case of any consolidation or
merger of the Company with or into another corporation (other than a merger
in which the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
authorized outstanding shares upon exercise of this Option), or in case of
any sale, lease or conveyance to another corporation of the property of the
Company as an entirety, the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that the Holder shall
have the right thereafter by exercising this Option to purchase the kind
and amount of shares of stock and other securities and property receivable
upon such reclassification, capital reorganization and other change,
consolidation, merger, sale or conveyance by a holder of

<PAGE>

the number of shares of Common Stock which might have been received upon
exercise of this Option followed immediately by such reclassification,
change, consolidation, merger, sale or conveyance. Any such provision shall
include provision for adjustments which shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Option. The foregoing
provisions of this Section 6 (b) shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common
Stock and to successive consolidations, mergers, sales or conveyances.

(c) Notice to Holder. Whenever the Exercise Price or number or type of
shares purchasable upon exercise of this Option is adjusted, as herein
provided, the Company shall promptly cause a notice setting forth the
adjusted Exercise Price and adjusted number of shares issuable upon
exercise of this Option to be mailed to the Holder, at its last address
appearing in the records of the Company.

(d) Shares Other Than Common Stock. In the event that at any time, as
a result of an adjustment made pursuant to the provisions herein, the
Holder of this Option thereafter shall become entitled to receive any
shares of the Company, other than Common Stock, thereafter the number of
such other shares so receivable upon exercise of this Option shall be
subject to adjustment from time to time in a manner and on ternis as nearly
equivalent as practicable to the provisions with respect to the Common
Stock contained in this Section 6.

(e) Use of Certificate. Irrespective of any adjustments in the
Exercise Price or the number or kind of shares purchasable upon exercise of
this Option, the Option certificate thereto fore or thereafter issued may
continue to express the same price and number and kind of shares as are
stated in the Option certificate previously issued pursuant to this
Agreement.

7. Notices to Option Holder. So long as this Option shall be outstanding,
if the Company shall pay any dividend or make any distribution upon the Common
Stock, or if any capital reorganization of the Company, reclassification of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or transfer of all or substantially all of
the property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case the Company shall cause to be mailed by
certified mail to the Holder, at least fifteen (15) days prior to the date
specified in (a) or (b) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (a) a record
date is to be taken for the purpose of such dividend distribution or rights, or
(b) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date, if
any, to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.

<PAGE>

8. Restrictions on Transfers and Compliance with Securities Laws.

(a) Transfer Restrictions. This Option and the Option Shares have not
been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities law. The Holder, by acceptance
of this Option, agrees that, absent an effective registration statement
under that Act covering the transfer of this Option or the Option Shares,
it will not sell, pledge or otherwise transfer any or all of this Option or
the Option Shares without first providing the Company with an opinion of
counsel or other evidence reasonably satisfactory to the Company to the
effect that such sale or transfer will be exempt from the registration and
prospectus delivery requirements of the Securities Act.

(b) Exercise Requirements. Subject to the terms of the Registration
Rights Agreement described in Section 8(d) below, the Company shall not be
required to register the Option Shares under the Securities Act and, in
connection with the Holder's exercise of this Option, the Company shall be
entitled to utilize applicable private placement exemptions from the
registration requirements under state and federal securities laws. At the
time of such exercise, the Company may require reasonable representations
from the Holder appropriate to satisfy the requirements of such private
placement exemptions.

(c) Representation by Holder. The Holder represents that this Option
has been acquired for his own account and not with a view to or for sale in
connection with any distribution of this Option or the Option Shares.

9. Notices. Any notice or other communication which is given to a party
under this Option shall be in writing and shall be deemed given, in the case of
an individual party, when personally delivered to that party, or when delivered,
addressed to that party, at the following address:

If to the Company:

Home Web, Inc.
380 Foam Street, Suite 210
Monterey, California 93940

If to the Holder:

NAME
ADDRESS
CITY, STATE ZIP

Either party may, by giving notice to the other party as provided in this
paragraph, change the address to which or the person to whose attention notices
to that party shall be given.

<PAGE>

10. Amendment or Modification of Option. This Option may be modified,
altered or amended only by a written signed document by both the registered
Holder and the Company.

11. California Law. This Option to be governed by in accordance with the
laws of the State of California.

12. Successors and Assigns. Subject to the restrictions of transfer set
forth in Section 8, this Agreement shall inure to the benefit of and be binding
upon the parties and their respective successors and/or assignees.

13. Attorneys'Fees. In any action or proceeding to enforce or relating to
rights or obligations under this Option, the prevailing party shall be entitled
to recover its reasonable attorneys' fees in addition to its costs and other
available remedies.

IN WITNESS WHEREOF, the parties have entered into Amendment this____ day of
_____, 1998 at Monterey, California.

Date Options Issued:______________

For the Company:

- --------------------------------------- -----------
DENNIS DAVIS, PRESIDENT Date

For the Holder:

- --------------------------------------- -----------
NAME Date

<PAGE>

PROSPECTUS PROSPECTUS

HOME WEB, INC.
(A Nevada Corporation)
dba MONTEREY CHEESE COMPANY

Up to 2,400,000 Shares of Common Stock,
.00 1 Par Value
Offering Price: $0.05 Per Share Total Offering: $120,000

IT IS ANTICIPATED THAT THE SECURITIES WILL BE OFFERED FOR SALE IN A NUMBER
OF STATES. THE SECURITIES LAWS OF CERTAIN STATES REQUIRE CERTAIN CONDITIONS AND
RESTRICTIONS RELATING TO THE OFFERING TO BE DISCLOSED. A DESCRIPTION OF THE
RELEVANT CONDITIONS AND RESTRICTIONS IS SET FORTH BELOW. FURTHERMORE, CERTAIN
STATES IMPOSE SUITABILITY STANDARDS ON PROSPECTIVE PURCHASERS IN ADDITION TO
THOSE GENERALLY IMPOSED BY THE COMPANY. IT SHOULD NOT BE ASSUMED BY REASON OF
THE SUMMARY BELOW OF A PARTICULAR STATE'S REQUIREMENTS THAT THE COMPANY HAS BEEN
AUTHORIZED TO OFFER OR SELL SECURITIES IN SUCH STATE.

THESE SECURITIES ARE BEING ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE
REGISTRATION OR QUALIFICATION PROVISION OF THE SECURITIES LAWS, SPECIFICALLY
RULE 504 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AND VARIOUS SELF-
EXECUTING LIMITED OFFERING EXEMPTIONS OR ISOLATED TRANSACTION EXEMPTIONS IN THE
STATES WHERE AN OFFERING WILL BE MADE, WHICH THE OFFER INTENDS TO FULLY COMPLY
WITH AND IS TAKING SPECIFIC INTERNAL STEPS TO DO SO. WHILE THERE ARE NO
RESTRICTIONS ON THE RESALE OF THESE SECURITIES ON THE FEDERAL LEVEL, THE VARIOUS
STATE LAW REQUIREMENTS MUST BE COMPLIED WITH FOR PURPOSES OF RESALE, WHICH MAY
BE DONE PURSUANT TO EXEMPTION WHEREVER AVAILABLE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Price to Purchasers Proceeds to the Company

<TABLE>
<CAPTION>
<S> <C> <C>
Per Unit $ 0.05 $ 0.05
------------ ------------
Total Offering $ 120,000.00 $ 120,000.00
</TABLE>

<PAGE>

HOME WEB, INC.
380 Foam Street, Suite 210, Monterey, CA 93940
(408) 375-6209 Fax: (408) 375-3559
Toll free # 888-666-8368
e-mail: [email protected]
July 1, 1997

<PAGE>

TABLE OF CONTENTS

THE OFFERING ..............................................................3

OFFERING SUMMARY .........................................................4

THE COMPANY...........................................................4
THE OFFERING..........................................................4

SELECTED FINANCIAL INFORMATION ...........................................5

BALANCE SHEET DATA....................................................5

RISK FACTORS.............................................................6

ARBITRARY OFFERING PRICE .............................................6
LACK OF MARKET FOR SHARES ............................................6
NO UNDERWRITER .......................................................6
NO LIKELIHOOD OF DIVIDENDS ...........................................6
POTENTIAL FOR FUTURE STOCK OFFERING...................................7

BUSINESS RISKS............................................................7

RECENTLY ORGANIZED COMPANY ...........................................7
USE OF PROCEEDS NOT SPECIFIC .........................................7
CONTROLLING ENTITIES AND POTENTIAL CONFLICTS OF INTEREST..............7
COMPETITION ..........................................................7
DILUTION..................................................................8

USE OF PROCEEDS ..........................................................8

EXECUTIVE SUMMARY ........................................................9
HISTORY AND ORGANIZATION..............................................9
THE COMPANY...........................................................9
BUSINESS OF THE COMPANY...............................................9
MARKET...............................................................10
COMPETITION..........................................................10
MANAGEMENT...............................................................11

DIRECTORS, EXECUTIVE OFFICERS, AND MANAGEMENT........................11
MANAGEMENT RESUMES ..................................................11
COMPENSATION ........................................................13

<PAGE>

INDEMNIFICATION AND EXCLUSION OF LIABILITY OF DIRECTORS AND
OFFICERS.............................................................13
CERTAIN RELATED TRANSACTIONS.........................................13

CORPORATE STRUCTURE....................................................14

PRINCIPAL SHAREHOLDERS ..............................................14
DESCRIPTION OF SECURITIES ...........................................14
PRICING THE OFFERING ................................................14
LITIGATION ..........................................................15
LEGAL MATTERS .......................................................15
ADDITIONAL INFORMATION...............................................15

<PAGE>

THE OFFERING

This offering is being made by Home Web, Inc. (the "Company") on a "best
efforts" basis. The Company is offering 2,400,000 shares of its common stock
("Shares") at a price of $0.05 per share. All funds received from subscribers
will be deposited in the bank account of the Company upon acceptance of the
subscription.

There is no market for the shares being offered and there can be no assurance
that a market will develop by reason of this offering. The offering price has
been arbitrarily determined by the Company, and has no relationship to the
Company's assets, book value, net worth, or other recognized criteria of value.
The Company has had a very limited operating history and there are significant
risks that exist concerning the Company and its proposed operations (see "RISK
FACTORS").

The Company has filed a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6) and/or Uniform Limited Offering Exemption (the "Notice") on Form D
with the United States Securities and Exchange Commission.

Copies of the Notice on Form D may be inspected without charge at the corporate
offices of the Company during regular business hours and copies of all or any
part thereof may be obtained from the Company at prescribed rates.

THE SHARES ARE OFFERED BY THE COMPANY AND MAY BE SOLD BY OFFICERS,
DIRECTORS AND EMPLOYEES OF THE COMPANY SUBJECT TO PRIOR SALE, WITHDRAWAL, OR
CANCELLATION OR MODIFICATION WITHOUT NOTICE. OFFERS TO PURCHASE, AND
CONFIRMATIONS OF SALE, ISSUED BY THE COMPANY ARE SUBJECT TO ACCEPTANCE BY THE
COMPANY AND IT IS THE RIGHT OF THE COMPANY TO REJECT ANY OFFER TO PURCHASE AND
CANCEL ANY CONFIRMATION OF SALE, IN WHOLE OR IN PART, WITH OR WITHOUT CAUSE, AT
ANY TIME PRIOR TO DELIVERY OF UNIT SHARES TO A SUBSCRIBER.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION, OR IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO. ALL PAYMENTS FOR THESE SECURITIES SHALL
BE MADE BY CASH, CHECK, OR MONEY ORDER PAYABLE TO "HOME WEB, INC."

<PAGE>

THE TERMINATION DATE OF THIS OFFERING IS NINETY (90) DAYS AFTER THE DATE OF THIS
PROSPECTUS, UNLESS EXTENDED BY THE COMPANY FOR AN ADDITIONAL NINETY (90) DAYS.

<PAGE>

OFFERING SUMMARY

The following is a summary of certain information contained in this Prospectus
and is qualified in its entirety by the more detailed information and financial
statements (including notes thereto) appearing elsewhere in this Prospectus.

THE COMPANY

Home Web, Inc. (the "Company") was organized as a Nevada corporation on
September 15, 1995. Its principal office is currently located at 380 Foam
Street, Suite 210, Monterey, CA 93940. The telephone number is 408-375-6209. The
fax number is 408- 375-3559.

The Company was formed to penetrate the California gourmet and specialty foods
market; maximize its sales by positioning Monterey Cheese Company to become a
leading provider of handmade Monterey Jack cheese and; to maximize shareholder
value by capitalizing on the demand for a high quality handmade Monterey Jack
cheese from historic Monterey, California.

THE OFFERING

Type of securities offered: 2,400,000 Shares of Common Stock, currently $.001
Par Value, offered at $0.05 per share

Shares outstanding prior to offering: 4,100,000

Shares outstanding after offering: 6,400,000 (if all securities are sold)

<PAGE>

SELECTED FINANCIAL INFORMATION

The company as of April 28, 1997 has no financial data because it is a start up
company. The company's fiscal year-end is December 31 th..

<TABLE>
<CAPTION>
Balance Sheet Data:

<S> <C>
Assets
Current Assets $0
Property & Equipment $0
Other Assets $0
Total Assets: $0
Liabilities
Current Liabilities $0
Equity
Retained Earnings $0
Net Income (Loss) $0
Total Equity: $0
Total Liabilities and Equity: $0

</TABLE>

<PAGE>

RISK FACTORS

ARBITRARY OFFERING PRICE

Prior to the offering made hereby, there has been no market for the Company's
Common Stock. The offering price of the Shares has been arbitrarily determined
by the Company and bears no relationship to assets, book value, net worth,
earnings, actual results of operations, or any other established investment
criteria. Among the factors considered in determining such offering price were
the Company's current financial condition, the degree of control which the
current shareholders desired to retain, and an evaluation of the prospects for
the Company's growth. The offering price set forth on the cover page of this
Prospectus should not, therefore, be considered an indication of the actual
value of the Common Stock of the Company.

DILUTION

Investors participating in this offering will not incur immediate, substantial
dilution. See "DILUTION".

LACK OF MARKET FOR SHARES

There is no market for the Company's Shares and there can be no assurance that
such a market will develop by reason of this offering. Upon completion of the
offering, there is a possibility that even if a market does develop, it would
not be sustained. The investment community may show little or no interest in the
Shares offered; and, accordingly, investors may not be readily able to liquidate
their investment. Even if a purchaser hereunder is able to find a brokerage firm
to effect a transaction in the securities of the Company, a combination of
brokerage commissions, state transfer taxes, when applicable, and any other
selling costs may exceed the offering price of the same.

NO UNDERWRITER

The Company will sell the Shares offered hereby without the use of an
underwriter. The Company may experience difficulty in completing the sale of its
Shares and if so, the Company may not be able to complete its business plan as
successfully as it might if the maximum number of Shares are sold.

NO LIKELIHOOD OF DIVIDENDS

The Company has never paid dividends. At present, the Company does not
anticipate paying dividends on its Common Stock in the foreseeable future and
intends to devote any earnings to the development of the Company's business.
Investors who anticipate the need for immediate income from their investment
should refrain from the purchase of the Shares.

<PAGE>

POTENTIAL FOR FUTURE STOCK OFFERING

In the event the proceeds from this Offering are inadequate to finance
operations, the Company may conduct future offerings of its securities. Such an
offering would dilute the ownership interests of investors in this offering.

Business Risks

RECENTLY ORGANIZED COMPANY

The Company was only recently organized and may be considered a start-up
company. The Company has limited operating history. The Company, therefore, must
be considered promotional and in its early formative and developmental stage.
Potential investors should be aware of the difficulties normally encountered by
a new enterprise. There is nothing at this time on which to base an assumption
that the Company's business plans will prove successful, and there is no
assurance that the Company will be able to operate profitably (see "PROPOSED
BUSINESS OF THE COMPANY").

USE OF PROCEEDS NOT SPECIFIC

The proceeds of this offering have been allocated only generally. Proceeds from
sale of the Shares will most likely be allocated to working capital or
administrative expenses. Accordingly, investors will entrust their funds with
management on whose judgment investors must depend, with only limited
information about management's specific intentions. (see "USE OF PROCEEDS" and
"PROPOSED BUSINESS OF THE COMPANY").

CONTROLLING ENTITIES AND POTENTIAL CONFLICTS OF INTEREST

Upon completion of this offering, the present Directors and Executive Officers
and their respective affiliates, will beneficially own approximately 63% of 'the
outstanding Common Stock. As a result, these stockholders will be able to
exercise significant influence over all matters requiring stockholder approval,
including the election of Directors and approval of significant corporate
transactions. Such concentration of ownership may also have the effect of
delaying or preventing a change in control of the Company. Management will be
engaged in transactions with the Company that will involve potential conflicts
of interest. In addition, the Officers are not required to devote all of their
time and energies to the business and affairs of the Company.

COMPETITION

There are numerous corporations, firms, and individuals which are engaged in the
type of business activities contemplated by the Company. Many of those entities
are more

<PAGE>

experienced and possess substantially greater financial, technical, and
personnel resources than the Company. While the Company hopes to be competitive
with other similar companies, there can be no assurance that such will be the
case.

DILUTION

Dilution is a reduction in the net tangible book value of a purchaser's
investment measured by the difference between the purchase price and the net
tangible book value of the Shares after the purchase takes place. The net
tangible book value of Common Stock is equal to stockholders' equity applicable
to the Common Stock as shown on the Company's balance sheet divided by the
number of shares of Common Stock outstanding. As a result of such dilution, in
the event the Company is liquidated, a purchaser of Shares may receive less than
his initial investment and a present stockholder may receive more.

The net tangible book value of the Company's Common Stock as of April 28, 1997
was, $0.00 or $.00 per share. After giving effect to the receipt of the
estimated gross proceeds of $120,000 thousand dollars from the sale by the
Company of 120,000 shares of Common Stock the pro forma net tangible book value
would then be $120,000 thousand dollars or $0.02 per share of Common Stock. This
represents an immediate increase in net tangible book value of $0.02 per share
of Common Stock to existing holders of Common Stock from the proceeds of the
Offering and substantial dilution to the new investors (i.e., the difference
between the assumed initial offering price of $0.05 per share of Common Stock
and the pro forma net tangible book value per share) of $0.03 per share of
Common Stock.

USE OF PROCEEDS

The net proceeds of the offering will be $120,000. The principal purposes and
priorities in which proceeds are to be used are as set forth below:

<TABLE>
<CAPTION>
<S> <C> <C>
Gross Amount of Proceeds: $120,000 100%
Working Capital/General Admin. 12,000 10.0
Legal/Accounting 20,000 16.7
Consulting Fee(s) 15,000 12.5
Offering Related Costs 15,000 12.5
Inventory 58,000 48.3
Total: $120,000 100%

</TABLE>

<PAGE>

EXECUTIVE SUMMARY

HISTORY AND ORGANIZATION

Home Web, Inc. (the "Company") was organized as a Nevada corporation on Sept.
15, 1995. Its principal office is currently located at 380 Foam Street) Suite
210, Monterey, CA 93940. The telephone number is 408-375-6209. The fax number is
408-375-3559.

THE COMPANY

The Company was formed to penetrate the gourmet/specialty foods market and
maximize its sales by wholesaling the Monterey Cheese Company products to
gourmet food stores, small grocery chain stores and hotels. The product is
currently sold through California Season's Company owned retail stores,
catalog/direct mail order, as well as business and corporate sales programs

The gourmet and specialty food industry is one of the fastest growing businesses
in America. The national revenue for the gourmet and, specialty food industry
exceeds 33 billion dollars. Home Web, Inc., is taking advantage of this rapidly
exploding market by wholesaling and distributing varieties of handmade Monterey
Jack Cheese.

The company selected Monterey, California as its location because it was the
original home of Monterey Jack cheese. David Jacks of Monterey first produced
and marketed Monterey Jack cheese in 1882.

Monterey Jack cheese is the only native California cheese and one of only two
cheeses native to the United States. The Monterey Cheese Company is the only
company offering handmade Monterey Jack cheese with the Monterey, California
label.

BUSINESS OF THE COMPANY

Monterey Cheese Company currently offers twelve varieties of creamy, handmade
cheese in three pound wheels, one pound wheels, nine ounce wedges and three
ounce wedges.

The Company offers the following cheeses: hand rolled, original Monterey Jack,
Dry Jack, Caraway, Pesto, Hot Pepper Jack, Habanero Jack, Garlic Jack, Lite
Jack, Cheddar, Chili Cheddar, Vidalia Onion Jack, and Teleme.

Monterey Cheese Company offers a product that no one else offers: one that has
already been market tested with excellent results. There already exists a high
demand for the products evidenced by a constant stream of inquiries.

The Company's research has shown that there is a very strong niche demand for
its products primarily because of the fact that it is from Monterey and of
handmade quality.

<PAGE>

MANAGEMENT

The management of the Company is fully committed to producing strong and diverse
financial results; concentrating on increasing sales revenue and profits;
building a strong, focused team of employees; and planning thoroughly before
committing company resources.

DIRECTORS, EXECUTIVE OFFICERS, AND MANAGEMENT

<TABLE>
<CAPTION>
Name and Address Position
<S> <C>
Dennis Davis President/CEO
P.O. Box 653 Director
Pacific Grove, CA 93950

Cornelia Davis Secretary/Treasurer
P.O. Box 653 Director
Pacific Grove, CA 93950

Florence Grig Roberts Director
20 Paso Del Rio
Carmel Valley, CA 93924
</TABLE>

The Directors named above will serve until the first annual meeting of the
Company's shareholders. Thereafter, Directors will be elected for one-year terms
at the annual shareholders' meeting. Officers will hold their positions at the
appointment.

MANAGEMENT RESUMES

Dennis Davis, President/CEO

Mr. Dennis Davis has been involved with the company since April of 1097 and
serves as its acting president. Mr. Davis is a business consultant specializing
in financial matters, creating and developing business plans, strategic
planning, and assisting in implementing strategic growth initiatives. Mr. Davis
also assists privately owned and public companies seeking financing, acquisition
financing, ownership transition, and other financing and liquidity options.

Mr. Davis was in the banking industry for 15 years with extensive senior level
management and planning experience. His banking career consisted of the
following positions, Administrator of the Lending Department, vice-president,
Senior Commercial Loan Officer, as vice-president responsible for the Real
Estate and Construction Department, as vice-president responsible for the Loan
Adjustment Department and Branch Manager.

<PAGE>

For eight years he was the managing general partner for a grocery/liquor retail
outlet with gross sale of one million dollars per year. He was President of the
Affordable Housing Corporation of Monterey County, Treasurer of the Marina
Chamber of Commerce, a Director of the California International Air Show, Sports
Fest Inc., and the American Diabetes Association.

Cornelia Davis, Secretary/Treasurer

Ms. Davis is the Secretary and Treasure for Home Web, Inc. She is the President
CDIC Financial Services, a financial and business consulting company. Her past
experience includes capital formation for private and public companies including
acquisition financing and other financing options. Ms Davis also specializes in
assisting companies with sales, marketing and promotions.

Ms. Davis consulted for a retail golf company in the positions of investor
relations coordinator from 1992 to 1995. She was also instrumental in launching
a private stock offering that successfully raised over four million dollars.
Prior to this she was the Business Development Director of one of the largest
title companies in the nation. She also was the founder of Yavapai Land Fund
Mutual, an Arizona real estate investment company.

Ms. Davis received a BA degree from Arizona State University in Organization and
Communications with a minor in Human resources.

Florence Grig Roberts, Director

Ms. Roberts is currently a consultant for Monterey Season's, Inc. a
gourmet/specialty foods company. She is assisting the company business
strategies and capital formation.

Ms. Roberts is actively involved in management of rental properties on the
Monterey Peninsula. She has a twenty year history of managing her personal real
estate portfolio which includes acting as her own agent in sales and
acquisitions.

For seven years Ms. Roberts owned and operated "Lonesome Dove" a retail store in
Carmel, California. The store specialized in the sales of western wear and
Indian artifacts.

Ms. Roberts also had a succesful career as an art consultant in a Carmel Art
Gallery and was rated the top producer.

<PAGE>

COMPENSATION

The Board of Directors has adopted a salary compensation for the Directors and
Officers of the Company. Currently, the President will receive a salary of $500
per month for the next six months at which time the financial condition of the
Company will dictate the compensation of Officers and Directors, plus the
Company will reimburse its Officers and Directors for any out-of pocket expenses
incurred on behalf of the Company. The Company does not have any pension,
profit-sharing, stock bonus, or other benefit plans. Such plans may be adopted
in the future at the discretion of the Board of Directors.

However, certain stock option agreements have been issued to, or agreed by the
Board of Directors to be issued to, the following executive officers of the
Company: Mr. Davis, 250,000 common shares; Ms. Roberts, 50,000 common shares;
and Ms. Davis, 100,000 common shares. These options carry an exercise price of
$.01 per share and may be exercised at any time.

The Board of Directors has authorized the issuance of 100,000 shares to an
employee of the Company for services.

INDEMNIFICATION AND EXCLUSION OF LIABILITY OF DIRECTORS AND OFFICERS

So far as permitted by the California Business Corporation Act, the Company's
Articles of Incorporation provide that the Company will indemnify its Directors
and Officers against expenses and liabilities they may incur and defend, settle
or satisfy any civil or criminal action brought against them on account of their
being or having been Company Directors or Officers unless, in any such action,
they are adjudged to have acted with gross negligence or to have engaged in
willful misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (collectively, the "Acts") may be permitted to directors, officers or
controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.

CERTAIN RELATED TRANSACTIONS

The Company has retained the services of Monterey Ventures, Inc. (MVI), a
private firm that specializes in assisting companies with investment banking
services. The Company has executed an Investment Banking Agreement that calls
for MVI to provide guidance and consultation to the Company, primarily in the
areas of preparing the private placement offering memorandum, corporate finance
and public market development. The Company will pay a cash fee of $10,000 as
compensation for services to be rendered by MVI. It is further noted that Dennis
Davis, an executive officer and director of the Company, is also an equity
member of MVI and thus stands to benefit personally from

<PAGE>

this Investment Banking Agreement. Also, as a part of this Investment Banking
Agreement, the Company has agreed to issue a stock option agreement that will
allow MVI to purchase up to 750,000 shares of the Company's common stock at an
exercise price of $.01 per share.

CORPORATE STRUCTURE

The following table sets forth information with respect to the share ownership,
both before and after this offering, of all beneficial 10% or more Shareholders,
Directors, Officers and the Officers and Directors as a group, of the Stock of
the Company.

PRINCIPAL SHAREHOLDERS

<TABLE>
<CAPTION>
Owner Shares Owned Percent Before Percent After
Offering Offering
<S> <C> <C> <C>
Dennis Davis 3,700,000 93 % 58 %
Cornelia Davis 250,000 6 % 4 %
Florence Grig Roberts 50,000 1 % 1 %
</TABLE>

DESCRIPTION OF SECURITIES

The Company is offering 240,000 Shares (the "Shares") in this offering at a
price of $0.05 per share. The Company is authorized to issue 10,000,000 shares
of its Common Stock, at $.001 par value. Each share of Common Stock is entitled
to share pro rata in dividends and distributions with respect to the Common
Stock when, as and if declared by the Board of Directors from funds legally
available therefor. No holder of any shares of Common Stock has any pre-emptive
right to subscribe for any of the Company's securities. Upon dissolution,
liquidation or winding up of the Company, the assets will be divided pro rata on
a share-for-share basis among holders of the shares of Common Stock after any
required distribution to the holders of the preferred stock. All shares of
Common Stock outstanding are fully paid and non-assessable and the shares will,
when issued upon payment therefore as contemplated hereby, be fully paid and
non-assessable.

PRICING THE OFFERING

The offering price of the Shares to be sold in the offering was determined by
the Company. In determining the offering price and number of Shares to be
offered, the

<PAGE>

Company considered such factors as the financial condition of the Company, its
net tangible book value, lack of operating history, and general condition of the
securities markets. Accordingly, the offering price set forth on the cover page
of this Prospectus should not be considered to be an indication of the book
value of the stock. The price bears no relation to the Company's assets, book
value, lack of earnings or net worth or any other traditional criterion of
value. There currently is no market for the Shares. Although the Company plans
to try and develop a market for the shares, there is no assurance that a market
will develop for such following the offering. Even in the event a market
develops for the Common Stock of the Company, it is unlikely that normal market
forces will result in a price increase of the Common Stock.

LITIGATION

The Company is not presently a party io any litigation nor, to the knowledge of
Management, is any litigation threatened.

LEGAL MATTERS

Patricia Cudd, Attorney & Counselor at Law, whose principle address is 50 South
Steele Street, Suite #222, Denver, Colorado 80209, and whose telephone number is
(303) 394- 2197, has provided legal services in rendering an opinion with
respect to the exemption to registration of the shares of common stock of the
Company offered in this offering.

ADDITIONAL INFORMATION

The Company will file, within 15 days of the first sale, with the Securities and
Exchange Commission a Notice of Sale of Securities Pursuant to Regulation D,
Section 4(6), and/or Uniform Limited Offering Exemption (the "Notice") on Form D
under the provisions of the Securities Act of 1933. Copies of the Notice on Form
D may be purchased at the Commission's principal office, upon payment of the
fees presented by the Commission, or at the Company's corporate offices during
regular business hours.

<PAGE>

MINUTES OF
BOARD OF DIRECTORS
OF
HOME WEB, INC.
JUNE 20,1997

A meeting of the Board of Directors of Home Web, Inc. was held on June 20, 1997
commencing at 5:30 p.m.

Present were Dennis Davis, and Florence Grig Roberts. A quorum was present.
Cornelia Davis by phone conference.

Minutes were read from the previous meeting and Dennis Davis moved, Florence
Grig Roberts seconded, were unanimously approved as read.

The following item was discussed and approved:

Authorize the increase of the Company's common stock from 10,000,000 shares to
50,000,000 shares.

Florence Grig Roberts approved and Dennis Davis seconded, unanimously approved.

The meeting was adjourned at 5:45 p.m.

/s/ Cornelia Davis
--------------------------
SECRETARY

<PAGE>

MINUTES
OF
Home Web, Inc.

A meeting of the board of directors of the above corporation was held on
September 1, 1997 at the corporation's place of business at 380 Foam Street,
Suite 210, Monterey, California 93940.

1. Quorum. A quorum was declared present based on the presence of the following
initial Directors:

- Dennis Davis
- Cornelia Davis
- Florence G. Roberts

The following corporate action was taken by appropriate motions duly made,
seconded, and adopted by the Directors entitled to vote.

2. Date of Offering. The date of the offering is extended to September 1, 1998.

There being no further business, the meeting was duly adjourned.

/s/ Cornelia Davis
---------------------------
Cornelia Davis
Secretary of the Corporation

<PAGE>

MINUTES OF
BOARD OF DIRECTORS
OF
HOME WEB, INC.
DECEMBER 18, 1997

A meeting of the Board of Directors of Home Web, Inc. was held on December 18,
1997 commencing at 5:3 0 p. m.

Present were Dennis Davis and Grig Roberts. Cornelia Davis was absent.

Minutes were read from the previous meeting and Grig Roberts moved, Dennis Davis
seconded, minutes were unanimously approved as read.

The following item was discussed and approved:

Authorize Hawkins Accounting, CPA of Salinas, California to prepare audited
financial statement.

Dennis Davis approved and Florence Roberts seconded, motion unanimously
approved.

The meeting adjourned 5:45 p.m.

/s/ Cornelia Davis
---------------------------
SECRETARY

<PAGE>

MINUTES
OF
Home Web, Inc.

A meeting of the board of directors of the above corporation was held on June
30, 1998 at the corporation's place of business at 380 Foam Street, Suite 210,
Monterey, California 93940.

1. Quorum. A quorum was declared present based on the presence of the following
initial Directors:

- Dennis Davis
- Cornelia Davis
- Florence G. Roberts

The following corporate action was taken by appropriate motions duly made,
seconded, and adopted by the Directors entitled to vote.

2. Repayment of Loan. Since the corporation received $11,000.00 from Monterey
Ventures, Inc. representing two separate amounts of money with interest and is
unable to repay said amount, it is agreed that Home Web, Inc. will issue 220,000
shares of common stock to Monterey Ventures, Inc. as and in full payment of
$11,000.00. The stock will be considered free trading as they are paid at the
regular full price ($.05/share).

3. Stock Transfer Agent. Silverado Stock Transfer, Inc., 8170 S. Eastern Avenue,
Suite #4-236, Las Vegas, Nevada 89123 is hereby appointed transfer agent for the
company's securities.

There being no further business, the meeting was duly adjourned.

/s/ Cornelia Davis
-----------------------------
Secretary of the Corporation

<PAGE>

MINUTES
OF
Home Web, Inc.

A meeting of the Board of Directors of the above corporation was held on
September 14 1998 at the corporation's place of business at 380 Foam Street,
Suite 210, Monterey, California 93940.

1. Quorum. A quorum was declared present based on the presence of the following
initial directors:

- Dennis Davis
- Cornelia Davis
- Florence G. Roberts

The following corporate action was taken by appropriate motions duly made,
seconded, and adopted by the Directors entitled to vote.

2. Legal issue. The Board of Directors all voted that the attorney be changed in
the following matter:

a.) Remove Pat Cudd & Associates as our legal attorney.

b.) The Board of Directors has elected the following as our attorney:

Blume Law Firm, PC Gary Blume
11801 North Tatum Blvd. Suite 108
Phoenix, AZ 85028-1612
His telephone number is (602) 494-7976
and his fax is (602) 494-7313.

There being no further business, the meeting was duly adjourned.

/s/ Cornelia Davis
---------------------------
Secretary of the Corporation

<PAGE>