<PAGE>

                                                             NO. PDW-______

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                       WARRANT TO PURCHASE _______ SHARES
                 OF SERIES A PREFERRED STOCK OF IMPROVENET, INC.
                           (VOID AFTER JUNE 30, 2001)

         This certifies that ______________, or its assigns (the "Holder"),
for value received, is entitled to purchase from IMPROVENET, INC., a
California corporation (the "Company"), having a place of business at 444
High Street, Suite 275, Palo Alto, California 94301, a maximum of
________________ fully paid and nonassessable shares of the Company's Series
A Preferred Stock ("Series A Preferred Stock") for cash at a price of $1.00
per share (the "Stock Purchase Price") at any time or from time to time up to
and including 5:00 p.m. (Pacific time) on the earlier of (i) the closing of
the initial public offering of the Company's Common Stock pursuant to a
registration statement under the Securities Act of 1933, as amended, with net
cash proceeds to the Company (before underwriting discounts, commissions and
fees) (the "Initial Public Offering") in excess of ten million dollars
($10,000,000) or, (ii) June 30, 2001, such earlier date being referred to
herein as the "Expiration Date", upon surrender to the Company at its
principal office (or at such other location as the Company may advise the
Holder in writing) of this Warrant properly endorsed with the Form of
Subscription attached hereto duly filled in and signed and, if applicable,
upon payment in cash or by check of the aggregate Stock Purchase Price for
the number of shares for which this Warrant is being exercised determined in
accordance with the provisions hereof. The Company shall deliver notice of an
Initial Public Offering to the Holder at least 20 days prior to the closing
thereof. The Stock Purchase Price and the number of shares purchasable
hereunder are subject to adjustment as provided in Section 3 of this Warrant.

         This Warrant is subject to the following terms and conditions:

         1.       EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

                  1.1 GENERAL. This Warrant is exercisable at the option of
the Holder of record hereof, at any time or from time to time, up to the
Expiration Date for all or any part of the shares of Series A Preferred Stock
(but not for a fraction of a share) which may be purchased hereunder. The
Company agrees that the shares of Series A Preferred Stock purchased under
this Warrant shall be and are deemed to be issued to the Holder hereof as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered, properly endorsed, the completed,
executed Form of Subscription delivered and payment made for such

                                      1.
<PAGE>

shares. Certificates for the shares of Series A Preferred Stock so purchased,
together with any other securities or property to which the Holder hereof is
entitled upon such exercise, shall be delivered to the Holder hereof by the
Company at the Company's expense within a reasonable time after the rights
represented by this Warrant have been so exercised. In case of a purchase of
less than all the shares which may be purchased under this Warrant, the
Company shall cancel this Warrant and execute and deliver a new Warrant or
Warrants of like tenor for the balance of the shares purchasable under the
Warrant surrendered upon such purchase to the Holder hereof within a
reasonable time. Each stock certificate so delivered shall be in such
denominations of Series A Preferred Stock as may be requested by the Holder
hereof and shall be registered in the name of such Holder.

                  1.2 NET ISSUE EXERCISE. Notwithstanding any provisions
herein to the contrary, if the fair market value of one share of the
Company's Series A Preferred Stock is greater than the Stock Purchase Price
(at the date of calculation as set forth below), in lieu of exercising this
Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being canceled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Form of Subscription and notice of such election
in which event the Company shall issue to the Holder a number of shares of
Series A Preferred Stock computed using the following formula:

             X = Y (A-B)
                   -----
                     A

    Where            X =    the number of shares of Series A Preferred
                            Stock to be issued to the Holder

                     Y =    the number of shares of Series A
                            Preferred Stock purchasable under
                            the Warrant or, if only a portion of
                            the Warrant is being exercised, the
                            portion of the Warrant being
                            canceled (at the date of such
                            calculation)

                     A =    the fair market value of one share
                            of the Company's Series A Preferred
                            Stock (at the date of such
                            calculation)

                     B =    Stock Purchase Price (as adjusted to the
                            date of such calculation)

For purposes of the above calculation, fair market value of one share of
Series A Preferred Stock shall be determined by the Company's Board of
Directors in good faith; provided, however, that in the event this Warrant is
being exercised upon the Initial Public Offering, the fair market value per
share shall be the product of (i) the per share offering price to the public
of the Initial Public Offering, and (ii) the number of shares of Common Stock
into which each share of Series A Preferred Stock is convertible at the time
of such exercise.

         2. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company
covenants and agrees that all shares of Series A Preferred Stock which may be
issued upon the

                                      2.
<PAGE>

exercise of the rights represented by this Warrant will, upon issuance, be
duly authorized, validly issued, fully paid and nonassessable and free from
all preemptive rights of any shareholder and free of all taxes, liens and
charges with respect to the issue thereof. The Company further covenants and
agrees that, during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved, for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number of shares
of authorized but unissued Series A Preferred Stock, or other securities and
property, when and as required to provide for the exercise of the rights
represented by this Warrant. The Company will take all such action as may be
necessary to assure that such shares of Series A Preferred Stock may be
issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any domestic securities exchange upon
which the Series A Preferred Stock may be listed; provided, however, that the
Company shall not be required to effect a registration under Federal or State
securities laws with respect to such exercise. The Company will not take any
action which would result in any adjustment of the Stock Purchase Price (as
set forth in Section 3 hereof) if the total number of shares of Series A
Preferred Stock issuable after such action upon exercise of all outstanding
warrants, together with all shares of Series A Preferred Stock then
outstanding and all shares of Series A Preferred Stock then issuable upon
exercise of all options and upon the conversion of all convertible securities
then outstanding, would exceed the total number of shares of Series A
Preferred Stock then authorized by the Company's Restated Articles of
Incorporation.

         3. ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBER OF SHARES. The
Stock Purchase Price and the number of shares purchasable upon the exercise
of this Warrant shall be subject to adjustment from time to time upon the
occurrence of certain events described in this Section 3. Upon each
adjustment of the Stock Purchase Price, the Holder of this Warrant shall
thereafter be entitled to purchase, at the Stock Purchase Price resulting
from such adjustment, the number of shares obtained by multiplying the Stock
Purchase Price in effect immediately prior to such adjustment by the number
of shares purchasable pursuant hereto immediately prior to such adjustment,
and dividing the product thereof by the Stock Purchase Price resulting from
such adjustment.

                  3.1 SUBDIVISION OR COMBINATION OF STOCK. In case the
Company shall at any time subdivide its outstanding shares of Series A
Preferred Stock into a greater number of shares, the Stock Purchase Price in
effect immediately prior to such subdivision shall be proportionately
reduced, and conversely, in case the outstanding shares of Series A Preferred
Stock of the Company shall be combined into a smaller number of shares, the
Stock Purchase Price in effect immediately prior to such combination shall be
proportionately increased.

                  3.2 DIVIDENDS IN SERIES A PREFERRED STOCK, OTHER STOCK,
PROPERTY, RECLASSIFICATION. If at any time or from time to time the Holders
of Series A Preferred Stock (or any shares of stock or other securities at
the time receivable upon the exercise of this Warrant) shall have received or
become entitled to receive, without payment therefor,

                  (a) Series A Preferred Stock or any shares of stock or
other securities which are at any time directly or indirectly convertible
into or exchangeable for Series A Preferred

                                      3.
<PAGE>

Stock, or any rights or options to subscribe for, purchase or otherwise
acquire any of the foregoing by way of dividend or other distribution;

                  (b) any cash paid or payable otherwise than as a cash
dividend; or

                  (c) Series A Preferred Stock or additional stock or other
securities or property (including cash) by way of spinoff, split-up,
reclassification, combination of shares or similar corporate rearrangement,
(other than shares of Series A Preferred Stock issued as a stock split or
adjustments in respect of which shall be covered by the terms of Section 3.1
above);

then and in each such case, the Holder hereof shall, upon the exercise of
this Warrant, be entitled to receive, in addition to the number of shares of
Series A Preferred Stock receivable thereupon, and without payment of any
additional consideration therefor, the amount of stock and other securities
and property (including cash in the cases referred to in clauses (b) and (c)
above) which such Holder would hold on the date of such exercise had he been
the holder of record of such Series A Preferred Stock as of the date on which
holders of Series A Preferred Stock received or became entitled to receive
such shares or all other additional stock and other securities and property.

                  3.3 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER
OR SALE. If any recapitalization, reclassification or reorganization of the
capital stock of the Company, or any consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of its
assets or other transaction shall be effected in such a way that holders of
Series A Preferred Stock shall be entitled to receive stock, securities, or
other assets or property (an "Organic Change"), then, as a condition of such
Organic Change, lawful and adequate provisions shall be made by the Company
whereby the Holder hereof shall thereafter have the right to purchase and
receive (in lieu of the shares of the Series A Preferred Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby) such shares of stock, securities or other assets
or property as may be issued or payable with respect to or in exchange for a
number of outstanding shares of such Series A Preferred Stock equal to the
number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby; provided,
however, that in the event the value of the stock, securities or other assets
or property (determined in good faith by the Board of Directors of the
Company) issuable or payable with respect to one share of the Series A
Preferred Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby is in excess of
the Stock Purchase Price hereof effective at the time of a merger and
securities received in such reorganization, if any, are publicly traded, then
this Warrant shall expire unless exercised prior to such Organic Change. In
the event of any Organic Change, appropriate provision shall be made by the
Company with respect to the rights and interests of the Holder of this
Warrant to the end that the provisions hereof (including, without limitation,
provisions for adjustments of the Stock Purchase Price and of the number of
shares purchasable and receivable upon the exercise of this Warrant) shall
thereafter be applicable, in relation to any shares of stock, securities or
assets thereafter deliverable upon the exercise hereof.

                                      4.
<PAGE>

                  3.4 CERTAIN EVENTS. If any change in the outstanding Series
A Preferred Stock of the Company or any other event occurs as to which the
other provisions of this Section 3 are not strictly applicable or if strictly
applicable would not fairly protect the purchase rights of the Holder of the
Warrant in accordance with such provisions, then the Board of Directors of
the Company shall make an adjustment in the number and class of shares
available under the Warrant, the Stock Purchase Price or the application of
such provisions, so as to protect such purchase rights as aforesaid. The
adjustment shall be such as will give the Holder of the Warrant upon exercise
for the same aggregate Stock Purchase Price the total number, class and kind
of shares as he would have owned had the Warrant been exercised prior to the
event and had he continued to hold such shares until after the event
requiring adjustment.

                  3.5      NOTICES OF CHANGE.

                  (a) Immediately upon any adjustment in the number or class
of shares subject to this Warrant and of the Stock Purchase Price, the
Company shall give written notice thereof to the Holder, setting forth in
reasonable detail and certifying the calculation of such adjustment.

                  (b) The Company shall give written notice to the Holder at
least 10 business days prior to the date on which the Company closes its
books or takes a record for determining rights to receive any dividends or
distributions.

                  (C) The Company shall also give written notice to the
Holder at least 20 business days prior to the date on which an Organic Change
shall take place.

         4. ISSUE TAX. The issuance of certificates for shares of Series A
Preferred Stock upon the exercise of the Warrant shall be made without charge
to the Holder of the Warrant for any issue tax (other than any applicable
income taxes) in respect thereof; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name
other than that of the then Holder of the Warrant being exercised.

         5. CLOSING OF BOOKS. The Company will at no time close its transfer
books against the transfer of any warrant or of any shares of Series A
Preferred Stock issued or issuable upon the exercise of any warrant in any
manner which interferes with the timely exercise of this Warrant.

         6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing
contained in this Warrant shall be construed as conferring upon the Holder
hereof the right to vote or to consent or to receive notice as a shareholder
of the Company or any other matters or any rights whatsoever as a shareholder
of the Company. No dividends or interest shall be payable or accrued in
respect of this Warrant or the interest represented hereby or the shares
purchasable hereunder until, and only to the extent that, this Warrant shall
have been exercised. No provisions hereof, in the absence of affirmative
action by the Holder to purchase shares of Series A Preferred Stock, and no
mere enumeration herein of the rights or privileges of the Holder hereof,
shall give rise to any liability of such Holder for the Stock Purchase Price
or as a

                                      5.
<PAGE>

shareholder of the Company, whether such liability is asserted by the Company
or by its creditors.

         7. WARRANTS TRANSFERABLE. Subject to compliance with applicable
federal and state securities laws, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the Holder hereof
(except for transfer taxes), upon surrender of this Warrant properly
endorsed. Each taker and holder of this Warrant, by taking or holding the
same, consents and agrees that this Warrant, when endorsed in blank, shall be
deemed negotiable, and that the Holder hereof, when this Warrant shall have
been so endorsed, may be treated by the Company, at the Company's option, and
all other persons dealing with this Warrant as the absolute owner hereof for
any purpose and as the person entitled to exercise the rights represented by
this Warrant, or to the transfer hereof on the books of the Company any
notice to the contrary notwithstanding; but until such transfer on such
books, the Company may treat the registered owner hereof as the owner for all
purposes.

         8. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights
and obligations of the Company, of the Holder of this Warrant and of the
holder of shares of Series A Preferred Stock issued upon exercise of this
Warrant, shall survive the exercise of this Warrant.

         9. MODIFICATION AND WAIVER. This Warrant and any provision hereof
may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought.

         10. NOTICES. Any notice, request or other document required or
permitted to be given or delivered to the Holder hereof or the Company shall
be delivered or shall be sent by certified mail, postage prepaid, to each
such Holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor in the first paragraph of this
Warrant or such other address as either may from time to time provide to the
other.

         11. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon
any corporation succeeding the Company by merger, consolidation or
acquisition of all or substantially all of the Company's assets. All of the
obligations of the Company relating to the Series A Preferred Stock issuable
upon the exercise of this Warrant shall survive the exercise and termination
of this Warrant. All of the covenants and agreements of the Company shall
inure to the benefit of the successors and assigns of the Holder hereof.

         12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings
of the several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. This Warrant
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of California.

         13. LOST WARRANTS. The Company represents and warrants to the Holder
hereof that upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction, or mutilation of this Warrant and, in the
case of any such loss, theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Company, or in the case of any such mutilation
upon surrender and cancellation of such Warrant, the Company, at its expense,
will

                                      6.
<PAGE>

make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

         14. FRACTIONAL SHARES. No fractional shares shall be issued upon
exercise of this Warrant. The Company shall, in lieu of issuing any
fractional share, pay the Holder entitled to such fraction a sum in cash
equal to such fraction multiplied by the then effective Stock Purchase Price.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                      7.
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto duly authorized this ______ day of July,
1997.

                                       IMPROVENET, INC.


                                       By:
                                          ---------------------------------
                                            Robert L. Stevens, President

ATTEST:


By:
   ----------------------------------
         Jan Sherman, Secretary

<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                                              Date: _________________, 19___

ImproveNet, Inc.
-------------------
-------------------

Attn:  President

Ladies and Gentlemen:

/ /      The undersigned hereby elects to exercise the warrant issued to it by
         ImproveNet, Inc. (the "Company") and dated July _____, 1997 Warrant No.
         PDW-___ (the "Warrant") and to purchase thereunder
         __________________________________ shares of the Series A Preferred
         Stock of the Company (the "Shares") at a purchase price of
         ___________________________________________ Dollars ($__________) per
         Share or an aggregate purchase price of
         __________________________________ Dollars ($__________) (the "Purchase
         Price").

/ /      The undersigned hereby elects to convert _______________________
         percent (____%) of the value of the Warrant pursuant to the provisions
         of Section 1.2 of the Warrant.

         Pursuant to the terms of the Warrant the undersigned has delivered
the Purchase Price herewith in full in cash or by certified check or wire
transfer. The undersigned also makes the representations set forth on the
attached Exhibit B of the Warrant.

                                       Very truly yours,

                                       --------------------------------------
                                       By:
                                             --------------------------------
                                       Title:
                                             --------------------------------

<PAGE>

                                    EXHIBIT B

                            INVESTMENT REPRESENTATION

THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED ALONG WITH THE
SUBSCRIPTION FORM BEFORE THE SERIES A PREFERRED STOCK ISSUABLE UPON EXERCISE
OF THE WARRANT DATED JULY ___, 1997, WILL BE ISSUED.

                                                  _____________________, 19__

ImproveNet, Inc.
-------------------
-------------------

Attn:  President

Ladies and Gentlemen:

         The undersigned, _________________________ ("Purchaser"), intends to
acquire up to ______________ shares of the Series A Preferred Stock (the
"Series A Preferred Stock") of ImproveNet, Inc. (the "Company") from the
Company pursuant to the exercise or conversion of certain Warrants to
purchase Series A Preferred Stock held by Purchaser. The Series A Preferred
Stock will be issued to Purchaser in a transaction not involving a public
offering and pursuant to an exemption from registration under the Securities
Act of 1933, as amended (the "1933 Act") and applicable state securities
laws. In connection with such purchase and in order to comply with the
exemptions from registration relied upon by the Company, Purchaser
represents, warrants and agrees as follows:

         Purchaser is acquiring the Series A Preferred Stock for its own
account, to hold for investment, and Purchaser shall not make any sale,
transfer or other disposition of the Series A Preferred Stock in violation of
the 1933 Act or the General Rules and Regulations promulgated thereunder by
the Securities and Exchange Commission (the "SEC") or in violation of any
applicable state securities law.

         Purchaser has been advised that the Series A Preferred Stock has not
been registered under the 1933 Act or state securities laws on the ground
that this transaction is exempt from registration, and that reliance by the
Company on such exemptions is predicated in part on Purchaser's
representations set forth in this letter.

         Purchaser has been informed that under the 1933 Act, the Series A
Preferred Stock must be held indefinitely unless it is subsequently
registered under the 1933 Act or unless an exemption from such registration
(such as Rule 144) is available with respect to any proposed transfer or
disposition by Purchaser of the Series A Preferred Stock. Purchaser further
agrees that the Company may refuse to permit Purchaser to sell, transfer or
dispose of the Series A Preferred Stock (except as permitted under Rule 144)
unless there is in effect a registration statement under the 1933 Act and any
applicable state securities laws covering such transfer, or

<PAGE>

unless Purchaser furnishes an opinion of counsel reasonably satisfactory to
counsel for the Company, to the effect that such registration is not required.

         Purchaser also understands and agrees that there will be placed on
the certificate(s) for the Series A Preferred Stock, or any substitutions
therefor, a legend stating in substance:

                  "The shares represented by this certificate have not
         been registered under the Securities Act of 1933, as amended
         (the "Securities Act"), or any state securities laws. These
         shares have been acquired for investment and may not be sold
         or otherwise transferred in the absence of an effective
         registration statement for these shares under the Securities
         Act and applicable state securities laws, or an opinion of
         counsel satisfactory to the Company that registration is not
         required and that an applicable exemption is available."

         Purchaser has carefully read this letter and has discussed its
requirements and other applicable limitations upon Purchaser's resale of the
Series A Preferred Stock with Purchaser's counsel.

                                       Very truly yours,

                                       --------------------------------------
                                       By:
                                             --------------------------------
                                       Title:
                                             --------------------------------

<PAGE>

                   SCHEDULE OF SERIES A PREFERRED WARRANTS

               <TABLE>
               <CAPTION>
               -----------------------------------------------
               NAME                                    SHARES
               <S>                                     <C>
               -----------------------------------------------
               Alta California Partners, L.P.           78,213
               -----------------------------------------------
               Alta Embarcadero Partners, LLC           1,787
               -----------------------------------------------
               William Egan                             4,000
               -----------------------------------------------
               Charles Finnie                           2,000
               -----------------------------------------------
               David S. Smith & Louise H. Smith,        4,000
               Trustees for the David S. &
               Louise H. Smith Family Trust
               dated 5/4/84
               -----------------------------------------------
               GC&H Investments                         1,600
               -----------------------------------------------
               Lynn Brown Kargman and                   2,000
               William M. Kargman
               -----------------------------------------------
               Thomas W. Brugger                        2,000*
               -----------------------------------------------
               Stuart Gannes                              800
               -----------------------------------------------
               </TABLE>

               * previously exercised