<PAGE>

                                                                  NO. PBW_______


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 B PREFERRED STOCK OF IMPROVENET, INC.
                           (VOID AFTER MARCH 17, 2004)


         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 125 University
Avenue, Palo Alto, California 94301, a maximum of ____________ fully paid and
nonassessable shares of the Company's Series B Preferred Stock ("Series B
Preferred Stock") for cash at a price of $2.52 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, in which (a) the price per share is at least $6.00
(adjusted for any stock dividends, combinations, splits, recapitalization and
the like with respect to such shares), and (b) the net cash proceeds to the
Company (before underwriting discounts, commissions and fees) (the "Initial
Public Offering") in excess of twenty million dollars ($20,000,000) or, (ii)
March 17, 2004, 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 or by Net Issue
Exercise (as defined in Section 1.2 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 B Preferred Stock (but not for
a fraction of a share) which may be purchased hereunder. The Company agrees that
the shares of Series B 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 shares. Certificates for the shares of
Series B 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


                                       1.
<PAGE>

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 B 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 B
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 B Preferred Stock
computed using the following formula:

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

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

                                    Y = the number of shares of Series B
                                        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 B 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
B 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 B 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 B Preferred Stock which may be
issued upon the 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 B Preferred Stock, or other securities and property, when
and as required to provide for the exercise of the


                                       2.
<PAGE>

rights represented by this Warrant. The Company will take all such action as may
be necessary to assure that such shares of Series B 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
B 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 B Preferred Stock issuable after
such action upon exercise of all outstanding warrants, together with all shares
of Series B Preferred Stock then outstanding and all shares of Series B
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 B 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 B 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 B 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 B PREFERRED STOCK, OTHER STOCK,
PROPERTY, RECLASSIFICATION. If at any time or from time to time the Holders of
Series B 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 B Preferred Stock or any shares of stock
or other securities which are at any time directly or indirectly convertible
into or exchangeable for Series B Preferred 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 B 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 B 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 B 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 it been the holder
of record of such Series B Preferred Stock as of the date on which holders


                                       3.
<PAGE>

of Series B 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 B 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 B 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 B 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 B 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.

                  3.4 CERTAIN EVENTS. If any change in the outstanding Series B
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 it
would have owned had the Warrant been exercised prior to the event and had it
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 ten (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 thirty (30) business days prior to the date on which an Organic
Change shall take place.


                                       4.
<PAGE>

         4. ISSUE TAX. The issuance of certificates for shares of Series B
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 B 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 B 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 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 B 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


                                       5.
<PAGE>

Company's assets unless such Warrant expires prior to such an Organic Change
pursuant to Section 3.3 hereof. All of the obligations of the Company relating
to the Series B 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
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]


                                       6.
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto duly authorized this 17th day of March,
1998.

                                          IMPROVENET, INC.



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

ATTEST:



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



                                     WARRANT

<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM

                                                  Date: _________________, 19___

ImproveNet, Inc.
125 University Avenue
Palo Alto, CA  94301

Attn:  President

Ladies and Gentlemen:

| |      The undersigned hereby elects to exercise the warrant issued to it by
         ImproveNet, Inc. (the "Company"), dated March 17, 1998, Warrant No.
         PBW- < < one > > (the "Warrant") and to purchase thereunder
         __________________________________ shares of the Series B 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:
                                     ----------------------------------------


                                    WARRANT
<PAGE>

                                    EXHIBIT B

                            INVESTMENT REPRESENTATION

THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED ALONG WITH THE
SUBSCRIPTION FORM BEFORE THE SERIES B PREFERRED STOCK ISSUABLE UPON EXERCISE OF
THE WARRANT DATED ___________ , 1998, WILL BE ISSUED.

                                                     _____________________, 19__

ImproveNet, Inc.
125 University Avenue
Palo Alto, CA  94301

Attn:  President

Ladies and Gentlemen:

         The undersigned, _________________________ ("Purchaser"), intends to
acquire up to ______________ shares of the Series B Preferred Stock (the "Series
B Preferred Stock") of ImproveNet, Inc. (the "Company") from the Company
pursuant to the exercise or conversion of certain Warrants to purchase Series B
Preferred Stock held by Purchaser. The Series B 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 B Preferred Stock for its own
account, to hold for investment, and Purchaser shall not make any sale, transfer
or other disposition of the Series B 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 B 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 B
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 B Preferred Stock. Purchaser further agrees that the
Company may refuse to permit Purchaser to sell, transfer or dispose of the
Series B 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 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 B Preferred Stock, or any substitutions therefor,
a legend stating in substance:

<PAGE>

                  "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 B Preferred Stock with Purchaser's counsel.

                                Very truly yours,

                                ---------------------------------------------

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


                                    WARRANT

<PAGE>

                   SCHEDULE OF SERIES B PREFERRED WARRANTS

               <TABLE>
               <CAPTION>
               -----------------------------------------------
               NAME                                    SHARES
               <S>                                     <C>
               -----------------------------------------------
               Allstate Insurance Company              12,054
               -----------------------------------------------
               Alta California Partners, L.P.          13,198
               -----------------------------------------------
               Alta Embarcadero Partners, LLC             302
               -----------------------------------------------
               ARCH Venture Fund III, L.P.             19,768
               -----------------------------------------------
               Harold Kawaguchi                           241
               -----------------------------------------------
               Alex Knight                                241
               -----------------------------------------------
               Madrona Investment Group, LLP              964
               -----------------------------------------------
               Anthony Glaves                             241
               -----------------------------------------------
               </TABLE>