Exhibit 1


                          SECURITIES PURCHASE AGREEMENT

         This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of
January 17, 2002, by and between WEBB INTERACTIVE SERVICES, INC., a Colorado
corporation (the "Company"), with headquarters located at 1899 Wynkoop, Suite
600, Denver, Colorado 80202, and Jona, Inc. (the "Purchaser").

         The Company wishes to sell to the Purchaser, and the Purchaser wishes
to buy from the Company, on the terms and subject to the conditions set forth in
this Agreement, units (the "Units") of the Company's securities, each Unit
consisting of one share of the Company's common stock, no par value (the "Common
Stock") and a warrant in the form of Exhibit A hereto (the "Warrant")
representing the right to acquire additional shares of Common Stock. The
Warrants are exercisable into shares of Common Stock (the "Warrant Shares") in
accordance with their respective terms. The Units, the Common Stock, the
Warrants and the Warrant Shares are collectively referred to herein as the
"Securities". The purchase price for the Securities included in the Units shall
be $1.00 for each share of Common Stock sold with no additional payment required
for the Warrants.

         The sale of the Securities by the Company hereunder will be effected in
reliance upon the exemption from securities registration afforded by the
provisions of Regulation D ("Regulation D") as promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). The Company has agreed to effect the
registration of the Common Stock and the Warrant Shares under the Securities Act
pursuant to a Registration Rights Agreement of even date herewith by and between
the Company and the Purchaser, the form of which is attached hereto as Exhibit B
(the "Registration Rights Agreement").

The Company and the Purchaser hereby agree as follows:

1.       PURCHASE AND SALE OF THE COMMON STOCK AND WARRANTS.

         1.1 Agreement to Purchase and Sell. Subject to the terms and the
satisfaction or waiver of the conditions set forth in this Agreement, the
issuance, sale and purchase of the Common Stock and Warrants shall be
consummated in one or more separate closings. The first closing is hereinafter
referred to as the "First Closing," the second closing is hereinafter referred
to as the "Second Closing," and each additional closing (if any) is hereinafter
referred to as an "Additional Closing" (each of the First Closing and any
Additional Closing is sometimes referred to herein as a "Closing"), and the date
on which a Closing occurs is hereinafter referred to as the "Closing Date".

                  a. Subject to the satisfaction or waiver of the conditions set
forth in Section 5.1 and Section 5.4 hereof, the First Closing will be deemed to
occur when the Company and the Purchaser execute and deliver this Agreement and
the other Transaction Documents (as defined below), which delivery may be
effected by facsimile transmission,



and full payment of the Purchaser's purchase price for the First Closing has
been made by wire transfer of immediately available funds against physical
delivery by the Company of duly executed certificates representing the Common
Stock and Warrant being purchased by the Purchaser at the First Closing.

                  b. Subject to the satisfaction or waiver of the conditions set
forth in Section 5.2 and Section 5.5 hereof, on the third (3rd) Business Days
(the "Scheduled Second Closing Date") after the Company has notified Purchaser
that its shareholders have either approved the completion of an offering for up
to $7.5 million of the Company's Securities, including the Securities to be sold
at the First Closing, on the terms contemplated in this Agreement or that the
Nasdaq Stock Market has advised the Company that such approval is not necessary
for the Company's Common Stock to continue to be listed on the Nasdaq Stock
Market (the "Nasdaq Notice"); provided, however, that the Nasdaq Notice is given
on or before June 30, 2002. The Company shall deliver a notice (the "Second
Closing Notice") to the Purchaser prior to the Second Closing (if any) in which
the Company shall represent to the Purchaser that the conditions of Section 5.2
hereof have been satisfied or will be satisfied upon the Second Closing.

                  c. During the period commencing with the First Closing and
ending on the earlier of August 31, 2002, or five (5) Business Days (as defined
herein) following receipt of a Notice to Purchase (as defined herein), Purchaser
shall have the right and option (the "Option") to purchase up to an additional
2,500,000 Units for a purchase price of $1.00 per share of Common Stock included
with the Units being purchased. In the event that the Company receives a bona
fide offer to purchase all or a portion of the additional 2,500,000 Units, the
Company shall give the Purchaser written notice thereof (a "Notice to
Purchase"). If the Purchaser desires to purchase all of the additional Units to
be sold in accordance with the Notice to Purchase, Purchaser must give the
Company written notice (a "Purchaser Notice") of Purchaser's election to do so
within five (5) Business Days of receipt of the Notice to Purchase. In the event
that Purchaser does not give the Company a Purchaser Notice, the Option shall
expire to the extent that the Company actually sells additional Units in
accordance with the Notice to Purchase. Subject to the satisfaction or waiver of
the conditions set forth in Section 5.3 and Section 5.6 hereof, the Company and
the Purchaser shall consummate each Additional Closing (if any) on the fifth
(5th) Business Day (the "Scheduled Additional Closing Date") after the Purchaser
Notice; provided, however, that as of such Scheduled Additional Closing Date,
the Company has satisfied all Closing conditions set forth in Section 5.3. The
Company shall deliver a notice (the "Additional Closing Notice") to the
Purchaser prior to each Additional Closing (if any), in which the Company shall
represent to the Purchaser that the conditions set forth in Section 5.3 hereof
have been satisfied or will be satisfied upon the Additional Closing Date.

                  d. On the date of the First Closing, subject to the
satisfaction or waiver of the conditions set forth in Section 5 hereof, the
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company (i) 1,100,000 shares of the Company's Common Stock and (ii) a
Warrant entitling the holder thereof to purchase



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1,100,000 Warrant Shares. The aggregate purchase price for the Securities
purchased at the First Closing shall be One Million One Hundred Thousand Dollars
($1,100,000).

                  e. On the date of the Second Closing (if any), subject to the
satisfaction or waiver of the conditions set forth in Section 5 hereof, the
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company (i) 3,900,000 shares of the Company's Common Stock; and (ii) a
Warrant entitling the holder thereof to purchase 3,900,000 Warrant Shares. The
aggregate purchase price for the securities purchased at the Second Closing
shall be Three Million Nine Hundred Thousand Dollars ($3,900,000).

                  f. On the date of an Additional Closing (if any), subject to
the satisfaction or waiver of the conditions set forth in Section 5 hereof, the
Company shall issue and sell to the Purchaser and the Purchaser shall purchase
from the Company the full number of Units to be purchased in accordance with the
Notice to Purchase. The aggregate purchase price for the Units purchased at an
Additional Closing shall be one dollar ($1.00) times the number of shares of
Common Stock included with the Units being purchased.

         1.2 Form of Payment. At each Closing, the Purchaser shall pay the
aggregate purchase price for the Common Stock and Warrant purchased by the
Purchaser hereunder at such Closing by wire transfer to the Company, in
accordance with the Company's written wiring instructions, against delivery of
duly executed Common Stock certificates and a certificate representing the
Warrant purchased by the Purchaser at such Closing, and the Company shall
deliver such Common Stock certificates and the certificate representing the
Warrant purchased by the Purchaser at such Closing against delivery of such
aggregate purchase price for such Closing.

         1.3 Certain Definitions. When used herein, the following terms shall
have the respective meanings indicated:

         A.       "Business Day" shall mean any day on which the New York Stock
Exchange (the "NYSE") and commercial  banks in the city of New York are open
for business.

         B.       "Trading  Day" shall mean any day on which the Common
Stock is purchased and sold on the principal securities exchange or market
on which the Common Stock is then listed or traded.

2.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
         PURCHASER.

         The Purchaser hereby represents and warrants to the Company and agrees
with the Company that, as of the date of this Agreement, as of the First Closing
and as of each Additional Closing:



                                       3



         2.1 Authorization; Enforceability. The Purchaser is duly and validly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization with full power and authority
to purchase the Securities and to execute and deliver this Agreement. This
Agreement and the Registration Rights Agreement each constitutes the Purchaser's
valid and legally binding obligation, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency or other laws affecting creditors' rights generally and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity) or public policy.

         2.2 Accredited Investor; Purchase as Principal. The Purchaser is an
accredited investor as that term is defined in Rule 501 of Regulation D, and is
acquiring the Securities solely for its own account as a principal and not with
a present view to the public resale or distribution of all or any part thereof,
except pursuant to sales that are exempt from the registration requirements of
the Securities Act and/or sales registered under the Securities Act; provided,
however, that in making such representation, such Purchaser does not agree to
hold any Securities for any minimum or specific term and reserves the right to
sell, transfer or otherwise dispose of the Securities at any time in accordance
with the provisions of this Agreement and with Federal and state securities laws
applicable to such sale, transfer or disposition.

         2.3 Information. The Company has provided the Purchaser with
information regarding the business, operations and financial condition of the
Company, and has granted to the Purchaser the opportunity to ask questions of
and receive answers from representatives of the Company, its officers,
directors, employees and agents concerning the Company and materials relating to
the terms and conditions of the purchase and sale of the Securities. Neither
such information nor any other investigation conducted by the Purchaser or any
of its representatives shall modify, amend or otherwise affect the Purchaser's
right to rely on the Company's representations and warranties contained in this
Agreement.

         2.4 Limitations on Disposition. The Purchaser acknowledges that, except
as provided in the Registration Rights Agreement, the Securities have not been
and are not being registered under the Securities Act and may not be transferred
or resold without registration under the Securities Act or unless pursuant to an
exemption therefrom.

         2.5 Legend. The Purchaser understands that the certificates
representing the Securities may bear at issuance a restrictive legend in
substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE



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SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION
FROM REGISTRATION UNDER SUCH LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR
SALE."

         Notwithstanding the foregoing, it is agreed that, as long as (A) the
resale or transfer (including without limitation a pledge) of such Securities is
registered pursuant to an effective registration statement and the Purchaser
represents in writing to the Company that such Securities have been or are being
sold pursuant to such registration statement, (B) such Securities have been
publicly sold pursuant to Rule 144 ("Rule 144") and the Purchaser has delivered
to the Company customary Rule 144 broker's and seller's representation letters,
or (C) such Securities can be publicly sold pursuant to Rule 144(k) under the
Securities Act, such Securities shall be issued without any legend or other
restrictive language and, with respect to Securities upon which such legend is
stamped, the Company shall issue new certificates without such legend to the
holder promptly upon request.

         2.6 No Conflict. The execution, delivery and performance by the
Purchaser of this Agreement and the other Transaction Documents (as defined
herein) to which it is a party (A) have been approved by all necessary action
(corporate or other) on the part of the Purchaser and (B) will not result in (i)
any material violation of any provisions of its charter, bylaws or any other
governing document in effect on the date hereof, (ii) any material violation of
any instrument or contract to which it is a party or by which it is bound, or
(iii) the creation of any material lien, charge or encumbrance upon any of its
assets.

3.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      COMPANY.

         The Company hereby represents and warrants to the Purchaser and agrees
with the Purchaser that, as of the date of this Agreement, as of the First
Closing and as of each Additional Closing:

         3.1 Organization, Good Standing and Qualification. Each of the Company
and its subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization and has
all requisite corporate power and authority to carry on its business as now
conducted. Each of the Company and its subsidiaries is duly qualified to
transact business and is in good standing in each jurisdiction in which the
failure so to qualify would have a material adverse effect on the consolidated
business or financial condition of the Company and its subsidiaries taken as a
whole. For purposes of this Agreement, the term "subsidiary" or "subsidiaries"
shall mean any entity or entities in which the Company beneficially owns 20% or
more of the voting equity thereof.

         3.2 Authorization; Consents. The Company has the requisite corporate
power and authority to enter into and perform its obligations under (i) this
Agreement, (ii) the



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Registration Rights Agreement (iii) the Warrants and (iv) all other agreements,
documents or other instruments executed and delivered by or on behalf of the
Company at each Closing (the instruments described in (i), (ii), (iii) and (iv)
being collectively referred to herein as the "Transaction Documents"), to issue
and sell Common Stock and Warrants to the Purchaser in accordance with the terms
hereof and to issue and deliver Warrant Shares in accordance with the terms of
the Warrants. All corporate action on the part of the Company by its officers,
directors and stockholders necessary for the authorization, execution and
delivery of, and the performance by the Company of its obligations under, the
Transaction Documents has been taken.

         3.3 Enforcement. Each of the Transaction Documents constitutes a valid
and legally binding obligation of the Company, enforceable in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency or other laws affecting creditors' rights generally and
to general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity) or public policy.

         3.4 Disclosure Documents; Agreements; Financial Statements; Other
Information. The Company has filed with the Commission: (i) the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2000, (ii) Quarterly
Reports on Form 10-QSB for the quarters ended March 31, 2001, June 30, 2001 and
September 30, 2001, (iii) all Current Reports on Form 8-K, if any, and any other
reports, required to be filed with the Commission since December 31, 2000 and
prior to the date hereof and (iv) the Company's definitive Proxy Statement for
its 2001 Annual Meeting of Stockholders] (collectively, the "Disclosure
Documents"). Except as set forth on Schedule 3.4 hereto, the Company is not
aware of any event occurring on or prior to each Closing (other than the
transactions effected hereby) that would require the filing of, or with respect
to which the Company intends to file, a Form 8-K after such date. Each
Disclosure Document, as amended, if applicable, as of the date of the filing
thereof with the Commission, conformed in all material respects to the
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder (the "Exchange Act") and, as of the date of such
filing, such Disclosure Document did not contain an untrue statement of material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. All material agreements required to be filed as
exhibits to the Disclosure Documents have been filed or incorporated by
reference as required by the applicable provisions of the Exchange Act. Neither
the Company nor any of its subsidiaries is in breach of any agreement to which
it is a party or by which it is bound where such breach could have a material
adverse effect on (i) the consolidated business, operations, properties,
financial condition, prospects or results of operations of the Company and its
subsidiaries taken as a whole, (ii) the transactions contemplated hereby or by
the other Transaction Documents; (iii) the Securities or (iv) the ability of the
Company to perform its obligations under this Agreement or the other Transaction
Documents (collectively, a "Material Adverse Effect"). Except as set forth in
the Disclosure Documents, the Company has no liabilities, contingent or
otherwise, other than liabilities incurred in the


                                       6



ordinary course of business which, under generally accepted accounting
principles, are not required to be reflected in such financial statements
(including the footnotes to such financial statements) and which, individually
or in the aggregate, are not material to the consolidated business or financial
condition of the Company and its subsidiaries taken as a whole. As of their
respective dates, the financial statements of the Company included in the
Disclosure Documents have been prepared in accordance with generally accepted
accounting principles consistently applied at the times and during the periods
involved (except (i) as may be otherwise indicated in such financial statements
or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the
Company as of the dates thereof and the results of its operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to
normal year-end adjustments).

         3.5 Disclosure. All information relating to or concerning the Company
set forth in this Agreement or provided to the Purchaser pursuant to paragraph
2.3 hereof and otherwise in connection with the transactions contemplated hereby
is true and correct in all material respects and the Company has not omitted to
state any material fact necessary in order to make the statements made herein or
therein, in light of the circumstances under which they were made, not
misleading.

         3.6 Capitalization. The capitalization of the Company, including its
authorized capital stock, the number of shares issued and outstanding, the
number of shares issuable and reserved for issuance pursuant to the Company's
stock option plans, the number of shares issuable and reserved for issuance
pursuant to securities exercisable for, or convertible into or exchangeable for
any shares of Common Stock and the number of shares initially to be reserved for
issuance upon exercise of the Warrants is set forth on Schedule 3.6 hereto. All
of such outstanding shares of capital stock have been, or upon issuance will be,
validly issued, fully paid and non-assessable. Except as set forth on Schedule
3.6, no shares of the capital stock of the Company are subject to preemptive
rights or any other similar rights of the stockholders of the Company or any
liens or encumbrances created by or through the Company. Except as disclosed on
Schedule 3.6, or as contemplated herein, there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into or exercisable
or exchangeable for, any shares of capital stock of the Company or any of its
subsidiaries, or arrangements by which the Company or any of its subsidiaries is
or may become bound to issue additional shares of capital stock of the Company
or any of its subsidiaries.

         3.7 Valid Issuance. The shares of Common Stock are duly authorized and,
when issued, sold and delivered in accordance with the terms hereof, (i) will be
duly and validly issued, fully paid and non-assessable, free and clear of any
taxes, liens, claims, preemptive or similar rights or encumbrances imposed by or
through the Company (collectively, "Encumbrances"), and (ii) based in part upon
the representations of the Purchaser in this Agreement, will be issued, sold and
delivered in compliance with all applicable Federal and state securities laws.
The Warrants are duly authorized and, when issued, sold and delivered in
accordance with the terms hereof, (i) will be duly and validly issued, fully
paid and non-assessable, free and clear of any Encumbrances and (ii) based in
part upon the representations of the Purchaser in this Agreement, will be
issued, sold and delivered in compliance with all


                                       7




applicable Federal and state securities laws. The Warrant Shares are duly
authorized and, upon the issuance thereof in accordance with the terms of the
Warrant, will be duly and validly issued, fully paid and non-assessable, free
and clear of any Encumbrances. The Company's Board of Directors, by unanimous
vote of the directors in attendance at the meeting at which such matters are
considered, which directors constitute a quorum, (i) has determined that the
issuance and sale of the Common Stock and Warrants hereunder, and the
consummation of the transactions contemplated hereby, by the other Transaction
Documents (including without limitation the issuance of the Warrant Shares upon
exercise of the Warrants), are in the best interests of the Company and (ii) has
approved the issuance of Warrant Shares upon exercise of the Warrants.

         3.8 No Conflict with Other Instruments. Neither the Company nor any of
its subsidiaries is in violation of any provisions of its charter, bylaws or any
other governing document as amended and in effect on and as of the date hereof
or in default (and no event has occurred which, with notice or lapse of time or
both, would constitute a default) under any provision of any instrument or
contract to which it is a party or by which it is bound, or of any provision of
any Federal, state or foreign judgment, writ, decree, order, statute, rule or
governmental regulation applicable to the Company, which violation or default
could reasonably be expected to have a Material Adverse Effect. The (i)
execution, delivery and performance of this Agreement and the other Transaction
Documents, and (ii) consummation of the transactions contemplated hereby and
thereby (including without limitation, the issuance of the Common Stock and the
Warrants and the reservation for issuance and issuance of the Warrant Shares)
will not, in any such case, result in any such violation or be in conflict with
or constitute, with or without the passage of time and giving of notice, either
a default under any such provision, instrument or contract or an event which
results in the creation of any lien, charge or encumbrance upon any assets of
the Company or of any of its subsidiaries or the triggering of any preemptive or
anti-dilution rights or rights of first refusal or first offer, or any similar
rights (whether pursuant to a "poison pill" provision or otherwise), on the part
of holders of the Company's securities, except as set forth on Schedule 3.8.

         3.9 Financial Condition; Taxes; Litigation.

         3.9.1 The Company's financial condition is, in all material respects,
as described in the Disclosure Documents, except for changes in the ordinary
course of business and normal year-end adjustments that are not, in the
aggregate, materially adverse to the consolidated business or financial
condition of the Company and its subsidiaries taken as a whole. There has been
no material adverse change to the Company's business, operations, properties,
financial condition, prospects or results of operations since the


                                       8



date of the Company's most recent audited financial statements contained in the
Disclosure Documents.

         3.9.2 The Company has filed all tax returns required to be filed by it
and paid all taxes which are due, except for taxes which it reasonably disputes
or which could not have a Material Adverse Effect.

         3.9.3 Neither the Company nor any of its subsidiaries is the subject of
any pending or, to the Company's knowledge, threatened inquiry, investigation or
administrative or legal proceeding by the Internal Revenue Service, the taxing
authorities of any state or local jurisdiction, the Commission or any state
securities commission or other governmental or regulatory entity which could
have a Material Adverse Effect.

         3.9.4 Except as described in the Disclosure Documents, there is no
claim, litigation or administrative proceeding pending, or, to the Company's
knowledge, threatened or contemplated, against the Company or any of its
subsidiaries, or against any officer, director or employee of the Company or any
such subsidiary in connection with such person's employment therewith that,
individually or in the aggregate, could have a Material Adverse Effect. Neither
the Company nor any of its subsidiaries is a party to or subject to the
provisions of, any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality which could have a Material Adverse Effect.

         3.10 Intellectual Property. The Company and its subsidiaries each has
the right to use adequate trademarks, trade names and other rights to
inventions, know-how, patents, copyrights, confidential information and other
intellectual property rights necessary to conduct the business now operated by
it, and is not aware of any infringement by a third party with respect to such
rights or of any infringement by it or conflict with asserted rights of others
that, in any such case, if determined adversely to the Company or any of its
subsidiaries, could individually or in the aggregate have a Material Adverse
Effect.

         3.11 Solicitation; Other Issuances of Securities. Neither the Company
nor any of its subsidiaries or affiliates, nor any person acting on its or their
behalf, (i) has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Securities, (ii) has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under any
circumstances that would require registration of the Securities under the
Securities Act or (iii) has issued any shares of Common Stock or shares of any
series of preferred stock or other securities or instruments convertible into,
exchangeable for or otherwise entitling the holder thereof to acquire shares of
Common Stock which would be integrated with the sale of the Securities to such
Purchaser.

         3.12 Fees. Except as described on Schedule 3.12 hereto, the Company is
not obligated to pay any compensation or other fee, cost or related expenditure
to any underwriter, broker, agent or other representative or entity in
connection with the transactions contemplated hereby. The Company will indemnify
and hold harmless such


                                        9



Purchaser from and against any claim by any person or entity alleging that such
Purchaser is obligated to pay any such compensation, fee, cost or related
expenditure in connection with the transactions contemplated hereby.

         3.13 Regulatory Permits. Each of the Company and its subsidiaries
possesses all certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct its
business, except where the failure to so possess such certificates,
authorizations or permits could not have a Material Adverse Effect, and neither
the Company nor any such subsidiary has received any notice of proceedings
relating to the revocation or modification of any such certificate,
authorization or permit which revocation or modification could have a Material
Adverse Effect.

         3.18 Environment. Except as disclosed in the Disclosure Documents (i)
there is no environmental liability, nor factors likely to give rise to any
environmental liability, affecting any of the properties of the Company or any
of its subsidiaries that, individually or in the aggregate, would have a
Material Adverse Effect and (ii) neither the Company nor any of the subsidiaries
has violated any environmental laws applicable to it now or previously in effect
("Environmental Laws"), other than such violations or infringements that,
individually or in the aggregate, have not had and will not have a Material
Adverse Effect.

4.       COVENANTS OF THE COMPANY

         4.1 Corporate Existence. The Company shall, so long as the Purchaser or
any affiliate of the Purchaser beneficially owns more than ten percent (10%) of
the Company's outstanding shares of Common Stock, maintain its corporate
existence in good standing under the jurisdiction of its incorporation and shall
pay all taxes owed by it when due except for taxes which the Company reasonably
disputes. For the purposes of this Agreement, beneficial ownership and all
determinations and calculations shall be determined in accordance with Section
13(d) of the Exchange Act of 1934 and all applicable rules and regulations
thereunder.

         4.2 Provision of Information. The Company shall, so long as the
Purchaser or any affiliate of the Purchaser beneficially owns more than ten
percent (10%) of the Company's outstanding shares of Common Stock, provide any
the Purchaser with copies of all materials sent to stockholders, in each such
case at the same time that it mails such materials to its stockholders.

         4.3 Form D; Blue-Sky Qualification. To the extent that the Company is
relying on Regulation D under the Securities Act in selling the Securities to
the Purchaser hereunder, the Company agrees to file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to the
Purchaser promptly after such filing. The Company shall take such action as is
necessary to qualify the Common Stock and Warrants for sale under applicable
state or "blue-sky" laws or obtain an exemption


                                       10



therefrom, and shall provide evidence of any such action to the Purchaser at
such Purchaser's request.

         4.4 Reporting Status. As long as the Purchaser or any affiliate of the
Purchaser beneficially owns more than ten percent (10%) of the company's
outstanding shares of Common Stock and until the date on which any of the
foregoing may be sold to the public pursuant to Rule 144(k) (or any successor
rule or regulation), (i) the Company shall timely file with the Commission all
reports required to be so filed pursuant to the Exchange Act and (ii) the
Company shall not terminate its status as an issuer required by the Exchange Act
to file reports thereunder even if the Exchange Act or the rules or regulations
thereunder would permit such termination. The Company agrees to issue a press
release describing the transactions contemplated by this Agreement and the other
Transaction Documents and to file with the Commission a Form 8-K in the form
required by the Exchange Act describing the terms of the transactions
contemplated by this Agreement and the other Transaction Documents, with this
Agreement and all schedules and exhibits attached to such Form 8-K as an exhibit
thereto, in each case on or before the fifth (5th) Business Day following the
date of this Agreement.

         4.5 Reservation of Common Stock. The Company shall at all times
following each Closing Date have authorized and reserved for issuance to the
Purchaser pursuant to the Warrants, free from any preemptive rights, a number of
shares of Common Stock equal to the maximum number of Shares of Common Stock
issuable upon exercise of the Warrants (the "Reserved Amount").

         4.6 Use of Proceeds. The Company shall use the proceeds from the sale
of the Common Stock and Warrants for general corporate purposes only, in the
ordinary course of its business and consistent with past practice and, without
limiting the generality of the foregoing, shall not use such proceeds to make a
loan to any employee, officer, director or stockholder of the Company, to repay
any loan or other obligation of the Company to any such person other than the
payment of the Company's 10% Convertible Promissory Note or to repurchase or pay
a dividend on shares of Common Stock or other capital stock of the Company.

         4.7 Quotation on Nasdaq. The Company shall use its reasonable
commercial efforts to maintain the designation and quotation, or listing, of the
Common Stock on the Nasdaq National or Small Cap Market or the New York Stock
Exchange for a minimum of three (3) years following the First Closing. The
Company shall file a listing application for the Common Stock and Warrant Shares
with the Nasdaq National Market on or before the fifth (5th) Business Day
following the date of this Agreement and shall use its best efforts to cause the
Common Stock and Warrant Shares to be listed for trading on the Nasdaq National
Market as soon as possible.

         4.8 Environmental Laws. The Company will take all action necessary in
order to comply with applicable Environmental Laws and agrees to indemnify the
Purchaser from and against any loss, claim, damage or expense arising from or in
connection with any


                                       11



failure or alleged failure of the Company, or any of its subsidiaries or
affiliates, to comply with such laws.

         4.9 Outstanding Securities. The sale and issuance of the Securities by
the Company to Purchaser requires adjustments to the conversion prices and
exercise prices of the Company's 10% Convertible Promissory Notes, its Series
C-1 Convertible Preferred Stock and certain warrants issued by the Company
(collectively, the "Outstanding Securities") to the amounts set forth on
Schedule 4.9 hereto and such adjustments are effected as of the date hereof.

         4.10 Amendment to Bylaws. Within five (5) Business Days of the First
Closing, the Company will cause its Bylaws to be amended to require the
unanimous consent and approval of all members of the Board of Directors of the
Company in attendance at a duly convened meeting of the Board of Directors prior
to (i) incurring indebtedness for borrowed money, if such borrowing would result
in the Company's then outstanding liability for all such then outstanding
borrowings to exceed $1 million; (ii) taking any action which results in the
redemption of any of the Company's outstanding shares of Common Stock or
Preferred Stock; (iii) approving any merger, other corporate reorganization,
sale of control of the Company or any transaction in which substantially all of
the assets of the Company are sold; or (iv) approving an amendment to or waiving
any of the provisions of the Company's Articles of Incorporation or Bylaws.

         The Company shall use its best efforts to see that the representations
and warranties of this Section 4.10 remain in full force and affect, so long as
the Purchaser or any affiliate of the Purchaser beneficially owns twenty-five
percent (25%) or more of the Company's Common Stock.

         4.11 Election to the Board of Directors. Within five (5) Business Days
of the First Closing, the Company shall cause two nominees of the Purchaser who
are reasonably satisfactory to the Company to be elected to the Company's Board
of Directors and shall, so long as the Purchaser or any affiliate of the
Purchaser beneficially owns twenty-five percent (25%) or more of the Company's
Common Stock, use its best efforts to see that two such nominees of the
Purchaser are elected to the Company's Board of Directors.

         4.12 Adjustment in Number of Shares. In the event that the terms of any
funding by the Company during the period between the First Closing and the
earliest to occur of (i) the second anniversary of the First Closing, (ii) the
raising by the Company of additional proceeds aggregating at least an additional
$7.5 million or (iii) the Closing Bid Price (as defined in the Warrant) has
exceeded $3.00 for thirty (30) consecutive Trading Days following the Effective
Date (as defined in the Registration Rights Agreement) is at an effective
offering price ("Effective Price") of less than $1.00 per share of Common Stock,
the Company shall issue to Purchaser such number of additional shares of the
Company's Common Stock as is necessary to cause the value of the total number of
shares of the Company's Common Stock, including such additional shares,
delivered in


                                       12



connection with the purchase of the Common Stock to be equal to the total
purchase price paid for the Common Stock by the Purchaser, less the amount (if
any) received by the Purchaser in connection with the sale or other transfer of
Common Stock at a price in excess of $1.00 per share, the value of the Common
Stock being based on the Effective Price. If the securities sold in such
offering are securities of the Company which are convertible into the Company's
Common Stock and no other securities are sold with such convertible securities
and the convertible securities do not provide for the payment of interest or
dividends, other than dividends payable equally to all of the Company's
securities holders, the conversion price for the convertible securities shall be
deemed to be the Effective Price. If the funding includes securities other than
the Company's Common Stock or securities convertible into the Company's Common
Stock, which convertible securities do not entitle the holders thereof to any
interest or dividend payments other than those available to all of the Company's
securities holders, the company and Purchaser shall negotiate in good faith to
determine the Effective Price. If the parties cannot agree on the Effective
Price within thirty (30) days of the closing of the funding, the Company and
Purchaser shall each indicate in writing what they believe to be the Effective
Price and shall submit the determination of the effective Price to arbitration
in Denver, Colorado in accordance with the rules of the American Arbitration
Association. The determination of the Effective Price pursuant to such
arbitration shall be binding on the parties. The party whose stated Effective
Price is furthest from the price established in arbitration shall pay the cost
of such arbitration. If the difference between the stated Effective Price for
each of the parties is equal, the cost of the arbitration shall be borne equally
by the parties.

         4.13 Intentional Acts or Omissions. The Company shall not intentionally
perform any act which if performed, or intentionally omit to perform any act
which, if omitted to be performed, would prevent or excuse the performance of
this Agreement or any of the transactions contemplated hereby.

5.       CONDITIONS TO CLOSING.

         5.1 Conditions to Purchaser's Obligations at the First Closing. The
Purchaser's obligations at the First Closing, including without limitation its
obligation to purchase the Common Stock and Warrant being purchased by the
Purchaser, are conditioned upon the satisfaction by the Company (or waiver by
the Purchaser) of each of the following events as of the First Closing Date:

                  5.1.1 the representations and warranties of the Company set
forth in this Agreement shall be true and correct in all material respects as of
such date as if made on such date;

                  5.1.2 the Company shall have complied with or performed in all
material respects all of the agreements, obligations and conditions set forth in
this Agreement that are required to be complied with or performed by the Company
on or before the First Closing;


                                       13



                  5.1.3 the Company shall have delivered to the Purchaser a
certificate, signed by an officer of the Company, certifying that the conditions
specified in this paragraph 5.1 have been fulfilled as of the First Closing, it
being understood that the Purchaser may rely on such certificate as though it
were a representation and warranty of the Company made herein;

                  5.1.4 the Company shall have delivered to the Purchaser duly
executed certificates representing the Common Stock and Warrant being purchased
by the Purchaser;

                  5.1.5 the Company shall have executed and delivered the
Registration Rights Agreement;

                  5.1.6 the Company shall have authorized and reserved for
issuance the number of shares of Common Stock required to be reserved under
paragraph 4.5 hereof, and shall have provided such Purchaser with reasonable
evidence thereof; and

                  5.1.7 since the date of this Agreement, there shall not have
occurred, in the reasonable judgment of the Purchaser, any material adverse
change in the business, operations, financial condition, properties, prospects
or results of operation of the Company.

         5.2 Conditions to Purchaser's Obligations at the Second Closing. The
Purchaser's obligations at the Second Closing, if any, including without
limitation its obligation to purchase the Common Stock and the Warrant to be
purchased by the Purchaser, are conditioned upon the satisfaction by the Company
(or waiver by the Purchaser) of each of the following events as of the Second
Closing:

                  5.2.1    the First Closing shall have been consummated;

                  5.2.2 the representations and warranties of the Company set
forth in this Agreement shall be true and correct in all material respects as of
the Second Closing as if made on the Second Closing;

                  5.2.3 the Company shall have complied with or performed in all
material respects all of the agreements, obligations and conditions set forth in
this Agreement that are required to be complied with or performed by the Company
on or before the Second Closing;

                  5.2.4 the Company shall (i) have delivered to the Purchaser a
certificate, signed by an officer of the Company, certifying that the conditions
specified in this paragraph 5.2 have been fulfilled as of the Second Closing, it
being understood that the Purchaser may rely on such certificate as though it
were a representation and warranty of the Company made herein; (ii) the Company
shall have entered into employment


                                       14



agreements with William Cullen, Lindley Branson and Tom Croswell and Messrs
Cullen and Branson shall have acknowledged that the transactions contemplated
herein do not represent a "change of control" as defined in their existing
agreements with the Company; and Jabber shall have completed the installation of
the Jabber IM server software at the Purchaser's offices;

                  5.2.5 the Company shall have delivered to the Purchaser duly
executed certificates representing the Common Stock and Warrant to be purchased
by the Purchaser at the Second Closing; and

                  5.2.6 since the date of this Agreement, there shall not have
occurred, in the reasonable judgment of the Purchaser, any material adverse
change in the business, operations, financial condition, properties, prospects
or results of operation of the Company.

         5.3 Conditions to Purchaser's Obligations at an Additional Closing. The
Purchaser's obligations at each Additional Closing, if any, including without
limitation its obligation to purchase the Common Stock and the Warrant to be
purchased by the Purchaser, are conditioned upon the satisfaction by the Company
(or waiver by the Purchaser) of each of the following events as of such
Additional Closing:

                  5.3.1    the Second Closing shall have been consummated;

                  5.3.2 the representations and warranties of the Company set
forth in this Agreement shall be true and correct in all material respects as of
such Additional Closing as if made on such Additional Closing;

                  5.3.3 the Company shall have complied with or performed in all
material respects all of the agreements, obligations and conditions set forth in
this Agreement that are required to be complied with or performed by the Company
on or before such Additional Closing;

                  5.3.4 the Company shall have delivered to the Purchaser a
certificate, signed by an officer of the Company, certifying that the conditions
specified in this paragraph 5.3 have been fulfilled as of such Additional
Closing, it being understood that the Purchaser may rely on such certificate as
though it were a representation and warranty of the Company made herein;

                  5.3.5 the Company shall have delivered to the Purchaser duly
executed certificates representing the Common Stock and Warrant to be purchased
by the Purchaser at such Additional Closing; and

                  5.3.6 since the date of this Agreement, there shall not have
occurred, in the reasonable judgment of the Purchaser, any material adverse
change in the business,


                                       15



operations, financial condition, properties, prospects or results of operation
of the Company.

         5.4 Conditions to Company's Obligations at the First Closing. The
Company's obligations at the First Closing are conditioned upon the satisfaction
(or waiver by the Company) of each of the following events as of the First
Closing:

                  5.4.1 the representations and warranties of the Purchaser
shall be true and correct in all material respects as of such date as if made on
such date; and

                  5.4.2 the Purchaser shall have complied with or performed in
all material respects all of the agreements, obligations and conditions set
forth in this Agreement that are required to be complied with or performed by
the Purchaser on or before the First Closing.

         5.5 Conditions to Company's Obligations at the Second Closing. The
Company's obligations at the Second Closing, if any, are conditioned upon the
satisfaction (or waiver by the Company) of each of the following events as of
the Second Closing:

                  5.5.1 the representations and warranties of the Purchaser
shall be true and correct in all material respects as of such date as if made on
such date;

                  5.5.2 the Company's shareholders shall have approved the sale
of up to $7.5 million of the Company's Securities as contemplated herein or the
Nasdaq Stock Market shall have notified the Company that such approval is not
required for the Company's Common Stock to continue to be listed on the Nasdaq
Stock Market; and

                  5.5.3 the Purchaser shall have complied with or performed in
all material respects all of the agreements, obligations and conditions set
forth in this Agreement that are required to be complied with or performed by
the Purchaser on or before the Additional Closing.

         5.6 Conditions to Company's Obligations at Each Additional Closing. The
Company's obligations at an Additional Closing, if any, are conditioned upon the
satisfaction (or waiver by the Company) of each of the following events as of
the Additional Closing:

                  5.6.1 the representations and warranties of the Purchaser
shall be true and correct in all material respects as of such date as if made on
such date; and

                  5.6.2 the Purchaser shall have complied with or performed in
all material respects all of the agreements, obligations and conditions set
forth in this Agreement that are required to be complied with or performed by
the Purchaser on or before the Additional Closing.



                                       16



6.       MISCELLANEOUS.

         6.1 Survival. The representations and warranties made by the parties
herein shall survive the Closing notwithstanding any due diligence investigation
made by or on behalf of the party seeking to rely thereon. In the event that any
provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision; provided that in such case the
parties shall negotiate in good faith to replace such provision with a new
provision which is not illegal, unenforceable or void, as long as such new
provision does not materially change the economic benefits of this Agreement to
the parties. The Company agrees that it will indemnify and hold harmless the
Purchaser for any loss, claim, liability, damage or expense, as incurred by such
Purchaser, arising out of or in connection with (a) a breach by the Company of
any representation, warranty or agreement made herein or in any other
Transaction Document, (b) any cause of action, suit or claim brought or made
against such indemnitee (other than directly by the Company solely for breach of
this Agreement, the Warrants or the Registration Rights Agreement by the
indemnitee or by governmental or regulatory authorities), and arising out of or
resulting from (whether in whole or in part) the execution, delivery,
performance or enforcement of this Agreement or any other Transaction Document),
any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of the issuance of the Securities or the status of
the Purchaser as an investor in the Company, except to the extent that such
actual loss or damage results from a breach by such indemnitee of this
Agreement, the Warrants or the Registration Rights Agreement or from a
Purchaser's violation of law, or (c) any characterization concerning any
Transaction Document other than as expressly provided herein or therein, as the
case may be, including, without limitation, any characterization that the
exercise of Purchaser rights and remedies under any of the Transaction Documents
(or through a combination) results in a Purchaser acting (or agreeing to act)
other than independently and on its own behalf. The right to indemnification
shall include the right to advancement of expenses as they are incurred.

         6.2 Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their
respective successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. The Purchaser may assign its rights and obligations
hereunder, in connection with any private sale or transfer of Securities
pursuant to Section 2.4, as long as, as a condition precedent to such transfer,
the transferee executes an acknowledgment agreeing to be bound by the applicable
provisions of this Agreement, in which case the term "Purchaser" shall be deemed
to refer to such transferee as though such transferee were an original signatory
hereto. The Company may not assign it rights or obligations under this Agreement
except as may be specifically provided by this Agreement or the other
Transaction Documents.



                                       17



         6.3 No Reliance. Each party acknowledges that (i) it has such knowledge
in business and financial matters as to be fully capable of evaluating this
Agreement, the other Transaction Documents and the transactions contemplated
hereby and thereby, (ii) it is not relying on any advice or representation of
the other party in connection with entering into this Agreement, the other
Transaction Documents or such transactions (other than the representations made
in this Agreement or the other Transaction Documents), (iii) it has not received
from such party any assurance or guarantee as to the merits (whether legal,
regulatory, tax, financial or otherwise) of entering into this Agreement or the
other Transaction Documents or the performance of its obligations hereunder and
thereunder, and (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent that it
has deemed necessary, and has entered into this Agreement and the other
Transaction Documents based on its own independent judgment and on the advice of
its advisors as it has deemed necessary, and not on any view (whether written or
oral) expressed by such party.

         6.4 Injunctive Relief. The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Purchaser and that
the remedy or remedies at law for any such breach will be inadequate and agrees,
in the event of any such breach, in addition to all other available remedies, to
an injunction restraining any breach and requiring immediate and specific
performance of such obligations without the necessity of showing economic loss.

         6.5 Governing Law; Jurisdiction. This Agreement shall be governed by
and construed under the laws of the State of Colorado without regard to the
conflict of laws provisions thereof. Each party hereby irrevocably submits to
the non-exclusive jurisdiction of the state and federal courts sitting in the
City of Denver, Colorado for the adjudication of any dispute hereunder or under
any Transaction Document or in connection herewith or therewith or with any
transaction contemplated hereby or thereby or discussed herein or therein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof (certified or registered mail, return receipt requested)
to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law.

         6.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

         6.7 Headings; Drafting. The headings used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting
this


                                       18



Agreement. The parties shall be deemed to have participated jointly in the
drafting of this Agreement and the other Transaction Documents, and no provision
hereof or thereof shall be construed against any party as the drafter thereof.

         6.8 Notices. Any notice, demand or request required or permitted to be
given by any party to any other party pursuant to the terms of this Agreement
shall be in writing and shall be deemed given (i) when delivered personally or
by verifiable facsimile transmission (with an original to follow) on or before
5:00 p.m., mountain time, on a Business Day or, if such day is not a Business
Day, on the next succeeding Business Day, (ii) on the next Business Day after
timely delivery to a nationally-recognized overnight courier and (iii) on the
Business Day actually received if deposited in the U.S. mail (certified or
registered mail, return receipt requested, postage prepaid), addressed to the
parties as follows:

If to the Company:

         WEBB Interactive Services, Inc.
         1899 Wynkoop, Suite 600
         Denver, Colorado 80202
         Telecopy: (303) 295-3584
         Attention:  William R. Cullen

with a copy to:

         Gray, Plant, Mooty, Mooty & Bennett, P.A.
         3400 City Center
         33 South Sixth Street
         Minneapolis, MN 55402-3796
         Telecopy:  (612) 333-0066
         Attention: Lindley S. Branson, Esq.

and if to the Purchaser:

         JONA, INC.
         P.O. Box 949
         Casper, WY  82602
         Telecopy: _________________
         Attention: Neil A. McMurry

         6.9 Expenses. The Company and the Purchaser each shall pay all costs
and expenses that it incurs in connection with the negotiation, execution,
delivery and performance of this Agreement.

         6.10 Entire Agreement; Amendments; Waiver. This Agreement and the other
Transaction Documents constitute the entire agreement between the parties with
regard to



                                       19



the subject matter hereof and thereof, superseding all prior agreements or
understandings, whether written or oral, between or among the parties. Except as
expressly provided herein, neither this Agreement nor any term hereof may be
amended except pursuant to a written instrument executed by the Company and the
Purchaser.

                                    * * * * *



IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.

WEBB INTERACTIVE SERVICES, IN

By:      /s/ Lindley S. Branson
    ----------------------------------------
Name:  Lindley S. Branson
Title:    Vice President and General Counsel

JONA, INC.

By:      /s/ Neil A. McMurry
      --------------------------------------
Name:  Neil A. McMurry
Its:  President

                                       20