<PAGE>

                                                                     NO. PCW-1

     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 47,167 SHARES
                          OF SERIES C PREFERRED STOCK OF
                                  IMPROVENET, INC.
                             (VOID AFTER MARCH 28, 2004)

This certifies that Hambrecht & Quist LLC or its assigns (the "HOLDER"), for
value received, is entitled to purchase from IMPROVENET, INC., a Delaware
corporation (the "COMPANY"), having a place of business at 1286 Oddstad
Drive, Redwood City, California, a maximum of 47,167 fully paid and
nonassessable shares of the Company's Series C Preferred Stock ("PREFERRED
STOCK") for cash at a price equal to $6.53 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 (the "INITIAL PUBLIC OFFERING")
or (ii) five years from the date of this Warrant, such earlier day 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
the Initial Public Offering to the Holder at least thirty (30) 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 or as specified in Section 3.3 hereto for all or any part of
the shares of Preferred Stock (but not for a fraction of a share) which may
be purchased hereunder.  The Company agrees that the shares of 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 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
<PAGE>


to the Holder hereof within a reasonable time.  Each stock certificate so
delivered shall be in such denominations of 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 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 Preferred Stock computed using the following
formula:

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

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

                              Y =  the number of shares of 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 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
Preferred Stock shall be determined by the Company's Board of Directors in
good faith; provided, however, that in the event the Company makes an Initial
Public Offering of its common stock the fair market value per share shall be
the product of (i) the per share offering price to the public of the
Company's Initial Public Offering, and (ii) the number of shares of common
stock into which each share of 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 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 stockholder 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 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 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 Preferred Stock may be listed;

                                       2.
<PAGE>


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) (a)
if the total number of shares of Preferred Stock issuable after such action
upon exercise of all outstanding warrants, together with all shares of
Preferred Stock then outstanding and all shares of 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 Preferred Stock then authorized by the Company's Restated
Certificate of Incorporation, or (b) if the total number of shares of common
stock issuable after such action upon the conversion of all such shares of
Preferred Stock, together with all shares of common stock then issuable upon
exercise of all options and upon the conversion of all such shares of
Preferred Stock, together with all shares of common stock then outstanding
and all shares of common 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 common stock then authorized by the
Company's Restated Certificate 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 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 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 PREFERRED STOCK, OTHER STOCK, PROPERTY,
RECLASSIFICATION.  If at any time or from time to time the Holders of
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)  Preferred Stock or any shares of stock or other
securities which are at any time directly or indirectly convertible into or
exchangeable for 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)  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 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

                                       3.
<PAGE>


shall, upon the exercise of this Warrant, be entitled to receive, in addition
to the number of shares of 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
clause (b) above and this clause (c)) which such Holder would hold on the
date of such exercise had he been the holder of record of such Preferred
Stock as of the date on which holders of 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
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 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 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 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.  The Company will not effect any such
consolidation, merger or sale unless, prior to the consummation thereof, the
successor corporation (if other than the Company) resulting from such
consolidation or the corporation purchasing such assets shall assume by
written instrument reasonably satisfactory in form and substance to the
Holders of a majority of the warrants to purchase Preferred Stock then
outstanding, executed and mailed or delivered to the registered Holder hereof
at the last address of such Holder appearing on the books of the Company, the
obligation to deliver to such Holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such Holder may be
entitled to purchase.

          3.4  CERTAIN EVENTS.  If any change in the outstanding 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.

                                      4.
<PAGE>


          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 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.   ISSUE TAX.  The issuance of certificates for shares of 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.   MARKET STAND-OFF AGREEMENT.  The Company (or a representative of
the underwriters) may, in connection with an underwritten registration of the
offering of any securities of the Company under the Act, require that the
Holder not sell, dispose of (other than to donees who agree to be similarly
bound), transfer, make any short sale of, grant any option for the purchase
of, or enter into any hedging or similar transaction with the same economic
effect as a sale, any common stock or other securities of the Company held by
the undersigned (the "RESTRICTED SECURITIES"), for a period of time specified
by the underwriters(s) (not to exceed one hundred eighty (180) days)
following the effective date of the registration statement of the Company
filed under the Act relating to the Company's Initial Public Offering.  The
Holder agrees to enter into any agreements as may be reasonably requested by
the Company and/or the underwriter(s) which are consistent with the foregoing
or which are necessary to give further effect thereto.  In order to enforce
the foregoing covenant, the Company may impose stop-transfer instructions
with respect to the Restricted Securities held by the Holder until the end of
such period.

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

     7.   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 stockholder
of the Company or any other matters or any rights whatsoever as a stockholder
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 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

                                      5.
<PAGE>


Price or as a stockholder of the Company, whether such liability is asserted
by the Company or by its creditors.

     8.   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.

     9.   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 Preferred Stock issued upon exercise of this Warrant, shall
survive the exercise of this Warrant.

     10.  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.

     11.  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.

     12.  BINDING EFFECT ON SUCCESSORS.  Except as specified in Section 3.3
hereof, 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 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.

     13.  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.

     14.  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.

                                      6.
<PAGE>


     15.  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.

                                      7.
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto duly authorized this ______ day of March,
1999.

                                   IMPROVENET, INC.
                                   a Delaware corporation


                                   By:________________________________________

                                   Title:_____________________________________

ATTEST:

____________________________
Secretary
<PAGE>


                               EXHIBIT A

                           SUBSCRIPTION FORM   Date:  _________________, 19___

ImproveNet, Inc.
1286 Oddstad Drive
Redwood City, CA 94063

Attn:  President

Ladies and Gentlemen:

/ /  The undersigned hereby elects to exercise the warrant issued to it by
     ImproveNet, Inc. (the "COMPANY") and dated March 29, 1999 Warrant No.
     PCW-1 (the "WARRANT") and to purchase thereunder
     __________________________________ shares of the Series C Preferred
     Stock of the Company (the "SHARES") at a purchase price of  $6.53 per
     Share or an aggregate purchase price of
     __________________________________ Dollars ($__________) (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.

                                             Very truly yours,

                                             _________________________________

                                             By:______________________________

                                             Title:___________________________
<PAGE>

                  SCHEDULE OF SERIES C PREFERRED WARRANTS

               <TABLE>
               <CAPTION>
               -----------------------------------------------
               NAME                                    SHARES
               <S>                                     <C>
               -----------------------------------------------
               Hambrecht & Quist California            47,167
               -----------------------------------------------
               </TABLE>