EXHIBIT 4.2


                         TRANSFER RESTRICTION AGREEMENT

                               DATED MARCH 8, 2000













                         TRANSFER RESTRICTION AGREEMENT


         HomeLife, Inc. has provided to Horwitz & Beam, Inc. 250,000 shares of
its common stock in exchange for the processing of a Form 10 under the
Securities Exchange Act of 1934 (the "Shares"). These shares are subject to the
following trading restrictions:

         1.       Immediately upon the Securities Exchange Commission indicating
                  that it has no further comments regarding the Form 10 (the
                  "Effective Date"), HomeLife shall register the shares
                  utilizing Form S-8. Horwitz & Beam shall prepare this
                  registration statement at no additional cost to HomeLife.

         2.       The Shares shall be subject to the following trading
                  restrictions:


                  (a)      During the 90 day period of time following the
                           Effective Date, the shares may not be traded, sold or
                           encumbered (the "Lock-Up Period"). HomeLife shall
                           have the option during the Lock-Up Period of
                           acquiring all of the shares for the price of $150,000
                           in cash.

                  (b)      Upon expiration of the Lock-Up Period, 10% of the
                           shares may be sold during each 30 days thereafter
                           (the "Limited Sales Period"); provided, however, no
                           such shares may be sold at less than $0.50 per share
                           during the Limited Sales Period (the Limited Sales
                           Period shall be 300 days in total). During the
                           Lock-Up Period and the Limited Sales Period the
                           shares shall not be sold at a price less than $0.75
                           per share.

                  (c)      Upon expiration of the Limited Sales Period the
                           shares may be sold without limitation.

         3.       HomeLife has been advised that Horwitz & Beam has a conflict
                  of interest in executing this Agreement and that it has the
                  right to seek the advice of independent counsel in connection
                  with its decision to execute this Agreement. This Agreement
                  shall constitute an amendment to the existing Retainer
                  Agreement between the parties hereto.


HORWITZ & BEAM, INC.                                 HOMELIFE, INC.


By:      /s/ Lawrence W. Horwitz                  By:      /s/ Andrew Cimerman
   -----------------------------------               --------------------------
         Lawrence W. Horwitz                               Andrew Cimerman
Its:     Vice President                           Its:     President