EXHIBIT 10.35

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION (*Denotes Omission)
EXHIBIT 10.35 (REDACTED)

                           SERVICES AGREEMENT BETWEEN
                        *****, INC. AND IMPROVENET, INC.
                             DATED DECEMBER 16, 2002

This Services  Agreement  ("Agreement")  is made and entered into as of December
5th , 2002  (the  "Effective  Date")  by and  between  *****,  Inc.  having  its
principal place of business at ** ********  Drive,  Suite ****,  **********,  **
****** ("*****"), and ImproveNet, Inc. having its principal place of business at
1286  Oddstad  Drive,  Redwood  City,  CA  94063  ("IMPV").  *****  and IMPV are
sometimes  referred to  collectively  as the  "Parties"  and  individually  as a
"Party".

This Agreement is made in  contemplation  of and expressly  conditioned upon the
closing of the Agreement and Plan of Merger (the  "Merger")  dated July 30, 2002
by and between IMPV,  eTechLogix,  Inc. and IMPV Acquisition,  Inc., as amended,
and the  completion  of the Buyback  Closing,  as described  therein,  ("Buyback
Closing").  The closing of the Merger and the completion of the Buyback  Closing
are express  conditions  precedent to the duties of the parties to perform their
obligations under this Agreement.

BACKGROUND

*****

*****,  Inc.,  established  in  early  2000,  provides  operational,  strategic,
management  and  marketing  support  to  companies   involved  within  the  Home
Improvement industry.

IMPROVENET

ImproveNet,  Inc., a national  home  improvement  service  provider  since 1996,
provides  residential  remodeling  solutions for homeowners,  professionals  and
suppliers.  IMPV's  "Find-A-Contractor"  service matches homeowners'  remodeling
needs with local,  available pre-screened  contractors.  IMPV's website provides
more than 60,000 pages of remodeling advice,  design ideas, product information,
and budgeting tools.

In consideration of the premises,  the mutual covenants  contained  herein,  and
other good and valuable consideration, the parties hereby agree as follows:

1.   RIGHTS AND OBLIGATIONS OF THE PARTIES

     1.1  ***** RIGHTS AND OBLIGATIONS

          1.1.1   CONTRACTOR  MATCHING  OPERATION.  ***** shall use commercially
                  reasonable  good  faith  efforts  to  operate  and  manage the
                  Contractor Matching Operation as set forth on Exhibit A. *****
                  will  properly  staff and oversee all  Exclusive  Personnel as
                  described in Section  1.1.11 and  identified on Exhibit B. The
                  performance  schedule set forth on Exhibit A provides targeted
                  monthly  revenue   projections  for  the  Contractor  Matching
                  Operation  that  are for  guidance  purposes  only and are not
                  binding on the Parties.

          1.1.2   USE OF  CORE  OPERATIONAL  ASSETS.  For the  duration  of this
                  contract  or until  the right of  termination  as set forth in
                  section  1.2.3 or 1.2.6 is  exercised.  IMPV will  give  *****
                  "Exclusive  Rights" (as described in Section 1.2.1) to utilize
                  the Core  Operational  Assets (as defined in Section 1.2.1) in
                  order  to  successfully   meet  the  goals,   assumptions  and
                  operational  responsibilities  around the Contractor  Matching
                  Operation  as set  forth on  Exhibit  A.  Notwithstanding  the
                  foregoing,  in the event that the monthly revenue generated by
                  the Contractor  Matching  Operation fails to total $***,000 in
                  any single  calendar  month for reasons  within the control or
                  cause of *****,  the Exclusive  Rights  granted to ***** under

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                  this   Agreement  may  be  terminated  by  IMPV  in  its  sole
                  discretion.

          1.1.3   OPERATIONAL AND MANAGEMENT  CONTROL.  ***** reserves the right
                  to retain all decision  making power  associated with managing
                  the  day-to-day  operations  as they relate to the  Contractor
                  Matching Operation as set forth on Exhibit A .

          1.1.4   ***** OPERATIONAL  EXPENSES.  ***** shall absorb certain costs
                  associated  with  running the  Contractor  Matching  Operation
                  incurred  in Canada,  including  but not  limited to  outbound
                  telephone  calls,  wages and  salaries  paid to the  Exclusive
                  Personnel,  rent for office space for the Exclusive Personnel,
                  and other General and Administrative  expenses.  IMPV shall be
                  responsible for all other  operational  expenses (as described
                  in Section 1.2.4).

          1.1.5   WEEKLY  PAYMENT  STRUCTURE.  IMPV  shall  pay to ***** in U.S.
                  dollars  an amount  equal to **%  (******  *****  percent)  of
                  Collected Revenue (as defined below) per week to be calculated
                  each Monday for the preceding period from Monday to Sunday and
                  such amount shall be wired to an account  designated  by *****
                  no later than the  following  Wednesday.  The cost  associated
                  with wiring the funds shall be deducted from the amount due to
                  *****.  The term  "Collected  Revenue"  shall  mean the  total
                  amount of funds  actually  received  by IMPV from  contractors
                  directly  from  and as a  result  of the  Contractor  Matching
                  Operation  performed  by *****  during a  weekly  period  from
                  Monday to Sunday.

          1.1.6   MONTHLY  PAYMENT  STRUCTURE.  At the end of each  month,  IMPV
                  shall  reconcile the  aggregated  payments paid to ***** under
                  Section 1.1.5 within that  particular  month. In the event the
                  combined  total  amount of  Collected  Revenue  for any single
                  calendar  month is greater  than  $***,000 and does not exceed
                  $***,000,  IMPV shall pay an additional  *.*% of such combined
                  total amount to *****.  In the event the combined total amount
                  of Collected  Revenue for any single  calendar  month  exceeds
                  $***,000, IMPV shall pay an additional *% of such total amount
                  to *****.

          1.1.7   OTHER   SERVICES   AND   INITIATIVES.   *****  shall   provide
                  operational  support,  as mutually agreed upon, with regard to
                  other  strategic  initiatives  identified  and entered into by
                  IMPV.  In  return,   *****  shall  use  its  best  efforts  to
                  immediately   notify  IMPV  of  all   business   opportunities
                  identified  by *****  through the  operation  of  ImproveNet's
                  Contractor Matching Operation, which may interest IMPV as they
                  related to IMPV's Contractor Matching  Operation.  The parties
                  shall use best faith efforts to negotiate mutually  beneficial
                  revenue opportunities around such initiatives.

          1.1.8   PROPRIETARY MATERIAL.  All Proprietary Material shall be owned
                  by and  remain the  exclusive  property  of IMPV.  Proprietary
                  Material  shall include (i) all data provided to and developed
                  by ***** for the purpose of executing the Contractor  Matching
                  Operation,  and  (ii)  IMPV's  contractor  database,   backend
                  systems and  homeowner  job leads.  ***** shall have no claim,
                  ownership  or right to such  Proprietary  Material,  and *****
                  shall maintain  confidential  all  Proprietary  Material to be
                  utilized only as necessary for the execution of the Contractor
                  Matching Operation. Upon termination of this Agreement,  *****
                  shall return to IMPV all  Proprietary  Material  including all
                  copies  thereof.  (Return or provide proof of  destruction  by
                  affidavit.)

          1.1.9   *****  TERMINATION.  ***** may terminate this Agreement in its
                  sole  discretion for any reason by providing IMPV a minimum of
                  180 days written notice.  During the 180-day period  following
                  delivery of such written notice, (i) IMPV will continue to pay
                  ***** for performance of the Contractor  Matching Operation as
                  set  forth in  Section  1.1.7  and  1.1.8,  (ii)  *****  shall
                  continue  to  operate  and  manage  the  Contractor   Matching
                  Operationas  set forth on Exhibit A and  Exhibit B), and (iii)
                  ***** shall initiate the Transitional Plan, if applicable,  as
                  set forth on Exhibits A, B and C respectively.

          1.1.10  TRANSITIONING THE CONTRACTOR MATCHING  OPERATION.  ***** shall
                  use its best efforts to effectively  transition the Contractor
                  Matching Operation in the event of a termination under Section

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                  1.1.9 of this Agreement,  or as described in the  Transitional
                  Plan as set forth in Exhibit C or upon  expiration of the Term
                  of this Agreement.

          1.1.11  EXCLUSIVE  PERSONNEL.  A minimum of  ********  (**) Area Trade
                  Representatives  and ***** (*) Pro Service  Support  Personnel
                  shall be employed by *****  during the Term of this  Agreement
                  to exclusively carry out the Contractor  Matching  Operational
                  initiatives  as  set  forth  on  Exhibit  A  (the   "Exclusive
                  Personnel").  Such  Exclusive  Personnel are  prohibited  from
                  performing  services for any other ***** initiatives,  clients
                  or engagements  unless  mutually agreed upon in writing by the
                  Parties. The identities of the Area Trade  Representatives and
                  Pro Service  Support  Personnel are set forth on Exhibit B. In
                  the event a  vacancy  in those  positions  is  created  by the
                  departure  of  any  such  persons  or if  fulfillment  of  the
                  obligations of the  Contractor  Matching  Operations  requires
                  additional personnel,  ***** shall provide qualified personnel
                  for such  positions so that the Exclusive  Personnel  meet the
                  requirements of this Section 1.1.11.  All Exclusive  Personnel
                  shall be required to execute the IMPV Nondisclosure  Agreement
                  ("NDA") in form as set forth on Exhibit D.

          1.1.12  REPORTING.  *****  shall  provide  regular  reporting  to IMPV
                  regarding the  Contractor  Matching  Operation,  which reports
                  shall  include  but  not be  limited  to the  (i)  status  and
                  activity regarding the Exclusive  Personnel,  (ii) telephones,
                  fax and email  usage,  sales  activity,  associated  expenses,
                  disputes  involving  IMPV  contractors  and (iii)  information
                  regarding other activities  involving the Contractor  Matching
                  Operation as mutually agreed upon by the Parties.

          1.1.13  EXCLUSIVITY.  During the term hereof, ***** will be prohibited
                  from entering into agreements with any other party involved in
                  Contractor  Matching Operation similar to those of IMPV unless
                  written consent has been provided by IMPV. Notwithstanding the
                  foregoing, IMPV hereby grants its consent to the engagement of
                  *****  under  the  existing  agreements  with  **************,
                  ****** **** ********, ******* ******, and *****.

          1.1.14  IMPV PERSONNEL.  With regard to IMPV personnel as set forth in
                  section 1.2.2 hereafter, ***** shall provide work stations for
                  the staff members and access to the ***** office during normal
                  business  hours.  *****  personnel  shall  be  available  upon
                  reasonable  notice to communicate  with the IMPV staff members
                  regarding matters related to their specific  functions.  *****
                  shall have no other  obligations  regarding the staff members.
                  Upon written agreement,  the parties may increase the scope of
                  this Section 1.1.14.

          1.1.15  MEETINGS  AND  STRATEGY.  *****  shall meet with IMPV once per
                  quarter,  telephonically  or in person  at the IMPV  principal
                  place of business,  to discuss current issues,  strategy,  and
                  potential enhancements to the Contractor Matching Operation.

     1.2  IMPV RIGHTS AND OBLIGATIONS

          1.2.1   CORE  OPERATIONAL  ASSET AND  EXCLUSIVE  RIGHTS.  IMPV  hereby
                  grants to ***** exclusive  rights to use the Core  Operational
                  Assets for the express  purpose of carrying out the Contractor
                  Matching Operation  contemplated by the operational flow chart
                  set forth on Exhibit A ("Exclusive  Right") during the term of
                  this  Agreement.  IMPV shall  maintain  ownership  of The Core
                  Operational  Assets and the Core  Operational  Assets shall be
                  deemed  IMPV's  Proprietary  Material  as set forth in Section
                  1.1.10.  The Core Operational  Assets shall include IMPV's (i)
                  database of contractors (ii) home improvement  leads and (iii)
                  the backend system  currently  maintained and  administered by
                  IMPV.

          1.2.2   IMPV PERSONNEL.  IMPV shall have the right to have two members
                  of its staff officed in *****'s  corporate  offices in Canada.
                  At least one of the staff members of IMPV shall be an engineer
                  whose primary  function will be to maintain the backend system
                  of  IMPV.  The  second  staff  member  may be  designated  for
                  business  development.  The obligations of ***** regarding the

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                  IMPV  staff  members  are set forth in  Section  1.1.14.  Upon
                  written agreement,  the parties may increase the scope of this
                  Section 1.2.2.

          1.2.3   AUDIT RIGHTS.  IMPV may perform,  from time to time, audits of
                  *****'s records related in any way to the Contractor  Matching
                  Operation,  provided  that any audit will be conducted  during
                  *****'s  normal  business  hours.  The cost of any such  audit
                  shall  be  the  sole  responsibility  of  IMPV  unless  it  is
                  determined that the reporting provided by ***** to IMPV as set
                  forth in  Section  1.1.12  is  materially  different  from the
                  information identified in an audit.

          1.2.4   IMPV  OPERATIONAL  EXPENSES.   IMPV  shall  pay  all  expenses
                  associated  with running the  Contractor  Matching  Operation,
                  other than the expenses  paid by ***** as set forth in Section
                  1.1.4,  including  but  not  limited  to  (i)  technology  and
                  engineering  associated with IMPV's backend  system,  (ii) all
                  inbound  telephone,  fax  and  email  communications  to  IMPV
                  contractors  and  homeowners,  (iii)  all  marketing  expenses
                  including lead generation, (iv) accounting and (v) payments to
                  ***** as set forth in Sections  1.15 and 1.16.  ***** shall be
                  responsible for all other related operational  expenses as set
                  forth in Section 1.1.4.

          1.2.5   IMPV  TERMINATION.  IMPV may terminate  this  Agreement in its
                  sole discretion for any reason by providing ***** a minimum of
                  90 days written notice. During the 90-day period following the
                  delivery of such written notice, (i) IMPV will continue to pay
                  ***** as set forth in  Sections  1.1.7 and  1.1.8,  (ii) *****
                  shall continue to operate the Contractor  Matching  Operation,
                  manage and retain  Exclusive  Personnel and (iii) initiate the
                  Transitional Plan, if applicable,  as set forth in Exhibits A,
                  B and C respectively.

          1.2.6   MEETING &  STRATEGY.  IMPV shall meet with ***** at least once
                  per quarter,  telephonically  or in person at IMPV's principal
                  place of business,  to discuss operations and strategy for the
                  following quarter .

2.   EFFECTIVE DATE

     2.1  EFFECTIVE  DATE:  The Effective  Date of this  Agreement  shall be the
          first day following the date of the completion of the Buyback  Closing
          as set forth in the  Agreement and Plan of Merger by and between IMPV,
          eTechLogix, Inc., and IMPV Acquisition, Inc. IMPV dated July 30, 2002,
          as  amended.  The  closing  of the Merger  and the  completion  of the
          Buyback Closing are express conditions precedent to the Effective Date
          and to the duties of the parties to perform  their  obligations  under
          this Agreement.

3.   REPRESENTATIONS AND WARRANTIES

     Each Party  hereby  represents  and  warrants as  follows:  (i) it has full
     corporate power and authority to enter into this Agreement and to carry out
     the provisions  hereof,  (ii) it is duly  authorized to execute and deliver
     this  Agreement  and to  perform  its  obligations  hereunder,  (iii)  this
     Agreement  is a legal  and valid  obligation  binding  upon such  Party and
     enforceable  according  to its  terms,  (iv) the  execution,  delivery  and
     performance  of this  Agreement  by a Party  does  not  conflict  with  any
     agreement  to  which  such  Party is a party or by which it may be bound by
     this Agreement.

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4.   LIMITATION OF LIABILITY

     a.   The representations,  warranties, agreements, and indemnities of *****
          and IMPV set forth in this Agreement  shall survive the termination of
          this Agreement except as expressly provided in Section 4(b).

     b.   No party shall have any  liability  under this  Agreement to indemnify
          (collectively  the  "Business  Indemnities"),  in each case unless the
          indemnifying  party receives  notice in writing from the other of such
          claim  under  said  indemnity  on or before the  one-year  anniversary
          following the termination of this Agreement. The foregoing limitations
          shall not apply to any breaches of or  obligations  to comply with any
          of the other provisions of this Agreement,  regardless of whether such
          breach or obligation also constitutes a breach or obligation under any
          of the provisions specifically listed in this Section 4(b).

     c.   For  purposes  of this  Section  4(c),  a  party  making  a claim  for
          indemnity   under  Section  5  is   hereinafter   referred  to  as  an
          "Indemnified  Party" and the party against whom such claim is asserted
          is hereinafter referred to as the "Indemnifying  Party." All claims by
          any  Indemnified  Party under  Section 5 hereof  shall be asserted and
          resolved in accordance with the following provisions.  If any claim or
          demand  for  which  an  Indemnifying  Party  would  be  liable  to  an
          Indemnified  Party is asserted  against or sought to be collected from
          such Indemnified  Party by such third party,  said  Indemnified  Party
          shall with reasonable  promptness  notify in writing the  Indemnifying
          Party of such claim or demand stating with reasonable  specificity the
          circumstances  of the Indemnified  Party's claim for  indemnification;
          PROVIDED, HOWEVER, that any failure to give such notice will not waive
          any rights of the Indemnified Party except to the extent the rights of
          the Indemnifying  Party are actually  prejudiced or to the extent that
          any  applicable  period  set forth in this  Section  4(c) has  expired
          without  such notice being given.  After  receipt by the  Indemnifying
          Party  of  such  notice,   then  upon   reasonable   notice  from  the
          Indemnifying  Party to the  Indemnified  Party, or upon the request of
          the Indemnified Party, the Indemnifying Party shall defend, manage and
          conduct any proceedings,  negotiations or communications involving any
          claimant whose claim is the subject of the Indemnified  Party's notice
          to the  Indemnifying  Party as set forth  above,  and  shall  take all
          actions  necessary,  including  but not limited to the posting of such
          bond  or  other  security  as may  be  required  by  any  Governmental
          Authority,  so as to  enable  the  claim  to be  defended  against  or
          resolved  without  expense or other action by the  Indemnified  Party.
          Upon request of the Indemnifying  Party, the Indemnified  Party shall,
          to the  extent  it may  legally  do so and to the  extent  that  it is
          compensated  in  advance by the  Indemnifying  Party for any costs and
          expenses thereby incurred,

               i.   take such action as the  Indemnifying  Party may  reasonably
                    request in connection with such action,

               ii.  allow the  Indemnifying  Party to dispute such action in the
                    name of the  Indemnified  Party and to  conduct a defense to
                    such action on behalf of the Indemnified Party, and

               iii. render to the Indemnifying  Party all such assistance as the
                    Indemnifying Party may reasonably request in connection with
                    such dispute and defense.

5.   INDEMNIFICATION

     a.   INDEMNIFICATION BY IMPV. IMPV shall indemnify and hold harmless *****,
          and its successors,  officers,  directors and employees  harmless from
          and  against any and all Losses (as  defined  below),  arising out of,
          resulting  from or in any way related to a breach of this Agreement by
          IMPV.

     b.   INDEMNIFICATION  BY *****.  ***** shall  indemnify  and hold  harmless
          IMPV, and its successors,  officers,  directors and employees harmless
          from and against any and all Losses (as  defined  below),  arising out
          of, resulting from or in any way related to a breach of this Agreement
          by ***** .

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     c.   LOSSES.  "Losses"  shall mean all  losses,  costs  (including  without
          limitation attorney's fees), claims,  liabilities,  damages, lawsuits,
          demands  and  expenses  (whether  or not  arising  out of third  party
          claims) including without limitation,  interest,  penalties,  costs of
          litigation  and all  amounts  paid in the  investigation,  defense  or
          settlement of any of the foregoing.

     d.   PROCEDURE.  In  the  event  of an  indemnified  claim  hereunder,  the
          indemnified  Party shall give the indemnifying  Party prompt notice in
          writing  of the  claim  and the  indemnifying  Party  shall  have sole
          control over its defense or settlement.  The  indemnified  Party shall
          have the right at its own cost and expense to employ separate  counsel
          and participate in the defense of any claim or action.

6.   CONFIDENTIALITY

     a.   OBLIGATIONS. Each Party acknowledges that the other Party will receive
          or have access to Confidential  Information of such Party.  Each Party
          will use at least the same  degree of care to  prevent  disclosing  to
          third parties the  Confidential  Information  of the other Party as it
          employs to avoid unauthorized disclosure, publication or dissemination
          of its own information of a similar nature,  but in no event less than
          a  reasonable  standard  of care.  A Party may  disclose  Confidential
          Information  of the other Party to third parties  performing  services
          hereunder where (i) the use of such  Confidential  Information by such
          third party is authorized  under this Agreement,  (ii) such disclosure
          is  reasonably  necessary  to or  otherwise  naturally  occurs in that
          entity's  scope of  responsibility,  and  (iii) the  disclosure  is in
          accordance  with the terms and conditions of this  Agreement.  Neither
          Party will (1) make any use or copies of the Confidential  Information
          of the other Party  except as  necessary  to perform  its  obligations
          under  this  Agreement,  (2)  acquire  any right in or assert any lien
          against the Confidential Information of the other Party, or (3) refuse
          for any  reason  (including  a  default  or  material  breach  of this
          Agreement  by the other Party) to promptly  provide the other  Party's
          Confidential  Information  (including  all  copies  thereof)  to it if
          requested in writing to do so. Upon the expiration or termination  for
          any  reason of this  Agreement  and the  concomitant  completion  of a
          Party's obligations under this Agreement,  each Party shall (except as
          otherwise provided in this Agreement), return or destroy, as the other
          Party may  direct,  all  documentation  in any medium  that  contains,
          refers to, or relates to the other Party's  Confidential  Information,
          except  for  archival  backup  of  the  recipient's  information.   In
          addition, the Parties shall take reasonable steps to ensure that their
          respective employees comply with these confidentiality provisions.

     b.   NON-APPLICATION.  The  obligations of this Article 6 will not apply to
          any particular  information which the receiving Party can demonstrate:
          (i) was, at the time of disclosure to it, in the public  domain;  (ii)
          after disclosure to it, is published or otherwise  becomes part of the
          public  domain  through  no fault of the  receiving  Party;  (iii) was
          rightfully in the  possession  of the  receiving  Party at the time of
          disclosure to it; (iv) is received from a third Party who had a lawful
          right to disclose  such  information  to it; or (v) was  independently
          developed by the  receiving  Party without  reference to  Confidential
          Information of the furnishing Party. In addition, a Party shall not be
          considered  to have  breached its  obligations  under this section for
          disclosing Confidential  Information of the other Party as required to
          satisfy any legal demand of a government,  judicial or  administrative
          body;  PROVIDED,  HOWEVER,  that,  promptly  upon  receiving  any such
          request  and to the  extent  that it may  legally  do so,  such  Party
          advises the other  Party so that the other Party may take  appropriate
          actions in response to the demand.

     c.   NOTICE.  In the event of any  disclosure  or loss of, or  inability to
          account for, any Confidential Information of the furnishing Party, the
          receiving  Party will notify the  furnishing  party  promptly upon the
          occurrence of any such event.

     d.   NO RIGHTS OR LICENSE.  Nothing  contained in this  Agreement  shall be
          construed  as   obligating  a  Party  to  disclose  its   Confidential
          Information  to the other Party,  or as granting to or conferring on a
          Party,   expressly  or  impliedly,   any  rights  or  license  to  the
          Confidential Information of the other Party.

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     e.   USE OF  SERVICES  OR  PRODUCTS.  Nothing  in this  Agreement  shall be
          construed to prevent either Party from obtaining,  developing or using
          services or products  itself or provided by a third party as permitted
          by this Agreement  which are similar or competitive  with the services
          and/or  products  furnished  under this Agreement or from using ideas,
          concepts,  expressions, skills or experience possessed by either Party
          prior to, or developed  or learned by either Party in the  performance
          of this Agreement, except to the extent inconsistent with the terms of
          this Agreement.

7.   TERM AND TERMINATION

     a.   TERM.  The term of the Agreement  (the "Term")  shall  commence on the
          Effective  Date (as set forth in Section  2.1) and shall  terminate on
          the date that is 2 (two) years  following  the  Effective  Date unless
          terminated  sooner by either  Party under the  provisions  of Sections
          1.2.5 and 1.1.9 or by mutual written consent of the Parties.

     b.   TERMINATION FOR CAUSE.  If either party breaches a material  provision
          of this  Agreement,  the other Party shall have the right to terminate
          this  Agreement in the event the breaching  party fails to remedy such
          breach within 30 (thirty)  calendar days following  receipt of written
          notice from the non-breaching  Party describing,  with  particularity,
          such breach.

     c.   SURVIVAL.  Sections 7, 8, 9, and 10 shall  survive any  expiration  or
          termination of this Agreement.

8.   DISPUTE RESOLUTION

     a.   DISPUTE RESOLUTION  PROCEDURE.  The parties agree to use the alternate
          dispute  resolution  procedure  set forth  herein as the sole means of
          resolving  all claims  between the parties  arising from or under this
          Agreement (a "PARTY CLAIM"),  except where equitable  remedies are the
          only means of effectively protecting the injured party.  Consequently,
          the parties will attempt in good faith to resolve any dispute  arising
          out of, or relating to the Agreement  promptly and initially by senior
          leadership of the parties in the following  manner:  In the event of a
          Party Claim, a senior  representative for each party shall meet within
          seven  (7) days of a written  notification  of such  Party  Claim at a
          location to be selected by the parties to attempt a resolution.  If no
          resolution  of the  Party  Claim  occurs  at  this  meeting,  the  two
          representatives  shall,  within seven (7) days of such meeting,  refer
          the matter to the next  highest  level of  management  for each party,
          which  individuals shall have the authority to settle the Party Claim.
          The  referring  representatives  shall  promptly  prepare and exchange
          memoranda  stating  the  issues  in the Party  Claim and each  other's
          position on the merits,  summarizing the negotiations which have taken
          place and attaching relevant  documents.  If the parties are unable to
          resolve the Party Claim  within the  timeframe  set forth  above,  and
          either or both are unwilling to continue negotiations, the Party Claim
          shall be promptly  referred to and settled by mediation in  accordance
          with  the  Commercial  Mediation  Rules  of the  American  Arbitration
          Association  ("AAA").  In the event  mediation  is  unsuccessful,  and
          either or both  parties are  unwilling to continue  negotiations,  the
          Party Claim shall be settled by  binding,  non-appealable  arbitration
          administered  in  Phoenix,  Arizona in  accordance  with the  American
          Arbitration  Association  Rules, and judgment on the award rendered by
          the  arbitrator  may be  entered  in  any  court  having  jurisdiction
          thereof.  In the event of a Party Claim, the prevailing party shall be
          entitled  to  recovery of its  reasonable  attorneys'  fees and costs.
          Notwithstanding  anything to the  contrary  contained  in this section
          11.3,  injunctive  relief may be sought from and enforced by any court
          of competent jurisdiction.

9.   GENERAL PROVISIONS

     a.   BINDING NATURE AND ASSIGNMENT. This Agreement shall be binding on each
          of the Parties and its respective  successors  and permitted  assigns.
          Except as provided  below,  neither Party may assign this Agreement or
          any  rights  or  obligations  created  herewith  in  whole or in part,
          directly or  indirectly,  to any third party without the prior written
          consent of the other,  and any attempt to do so will be void and of no
          effect.  Either Party may assign its rights and obligations under this

                                        7
<PAGE>
          Agreement with the prior written  approval of the other Party to (i) a
          third party that  acquires all or  substantially  all of the assets or
          stock of the assigning  Party (any transfer of a controlling  interest
          in a Party being deemed to be an assignment of this  Agreement by such
          Party for  purposes of this  Section  12.1),  (ii) any  subsidiary  or
          Affiliate of the assigning  Party, or (iii) a successor in a merger or
          acquisition  of the assigning  Party;  PROVIDED,  HOWEVER,  that in no
          event shall such assignment  relieve the assigning Party of any of its
          obligations  under this  Agreement.  For the  purposes of this Section
          10.1,  any  assignment  by  operation  of law or under an order of any
          court shall be deemed an assignment for which prior written consent is
          required,  and any assignment  made without such consent shall be void
          and of no effect as between the Parties.

     b.   ENTIRE  AGREEMENT.  AMENDMENT.  This Agreement  constitutes the entire
          agreement  between  the  Parties,  and  supersedes  all other prior or
          contemporaneous communications between the Parties (whether written or
          oral), with respect to the subject matter contained in this Agreement.
          No  modification  or  amendment of this  Agreement  shall be effective
          unless made in a writing executed by both Parties.

     c.   NOTICES. All notices required or permitted under this Agreement (other
          than routine operational communications) shall be in writing and shall
          be delivered by one of the following  means with receipt  deemed to be
          as provided  therein:  (i) upon receipt if delivered by hand; (ii) one
          (1) day after being sent by an express  courier with a reliable system
          for  tracking  delivery;  (iii)  three (3) days  after  being  sent by
          certified or registered  first class mail,  postage prepaid and return
          receipt  requested;  or (iv)  upon  confirmed  facsimile  transmission
          provided that a copy is also sent by one of the foregoing  means.  All
          notices will be addressed as follows:

          In the case of *****:
          *****, Inc.
          ** ****** Drive, Suite ***, *********, ** ******
          Attention: ***** *****

          In the case of IMPV:
          8930 East RainTree Drive suite 300,
          Scottsdale, AZ 85260
          Attention: Homayoon Farsi

          Either  Party may change its  address  from time to time upon  written
          notice to the other Party  specifying  the  effective  date of the new
          address.

     d.   HEADINGS.  The section  headings  contained in this  Agreement are for
          reference  and  convenience  only and will not affect  the  meaning or
          interpretation of this Agreement.

     e.   RELATIONSHIP OF THE PARTIES. Each Party, in furnishing services to the
          other Party hereunder,  is acting as an independent contractor and has
          the sole right and obligation to supervise,  manage, contract, direct,
          procure,  perform  or  cause  to  be  performed,  all  services  to be
          performed by such Party under this Agreement. Neither ***** or IMPV is
          an agent of the other, and this Agreement does not establish any legal
          partnership,  joint venture, or fiduciary relationship between the two
          Parties.  Neither Party has the authority to represent the other Party
          as to any matters or to bind the other Party except as  expressly  set
          forth in this Agreement.

     f.   SEVERABILITY.  The provisions of this Agreement are independent of and
          severable  from each  other,  and no  provision  will be  affected  or
          rendered  invalid or  unenforceable by virtue of the fact that for any
          reason any other or others of them may be invalid or  unenforceable in
          whole  or in  part.  Further,  if a court  of  competent  jurisdiction
          determines  that  any  provision  of  this  Agreement  is  invalid  or
          unenforceable as written, the court may interpret,  construe,  rewrite
          or revise such provision,  to the fullest extent allowed by law, so as
          to make it valid and  enforceable,  consistent  with the intent of the
          parties hereto.

                                        8
<PAGE>
     g.   WAIVER OF DEFAULT; CUMULATIVE REMEDIES.

          i.   A delay or omission by either  Party hereto to exercise any right
               or power  under this  Agreement  shall not be  construed  to be a
               waiver  thereof.  A waiver by either  Party under this  Agreement
               will not be  effective  unless it is in writing and signed by the
               Party granting the waiver.  A waiver by a Party of a right under,
               or breach of, this  Agreement will not be construed to operate as
               a waiver of any other or successive rights under, or breaches of,
               this Agreement.

          ii.  Except as otherwise  expressly  provided in this  Agreement,  all
               remedies  provided for in this Agreement  shall be cumulative and
               in addition to and not in lieu of any other remedies available to
               either Party at law, in equity or otherwise.  Notwithstanding the
               foregoing,  no  payment  default  by one Party may be offset by a
               payment due to such Party by the other Party.

     h.   THIRD  PARTY  BENEFICIARIES.  This  Agreement  is entered  into solely
          between,  and may be enforced only by, IMPV and *****.  This Agreement
          shall  not be  deemed to  create  any  rights  in any  third  parties,
          including any  suppliers  and  customers of a Party,  or to create any
          obligations of a Party to any third parties.

     i.   FORCE  MAJEURE.  No Party  shall be liable for any default or delay in
          the performance of its obligations  under this Agreement due to an act
          of God or other event to the extent that: (i) the non-performing Party
          is without  fault in causing such default or delay;  (ii) such default
          or delay could not have been prevented by reasonable precautions;  and
          (iii) such default or delay cannot  reasonably be  circumvented by the
          non-performing Party through the use of alternate sources, work around
          plans or other means.

     j.   CHOICE  OF LAW.  This  Agreement,  and the  rights  and  duties of the
          Parties  arising  from or  relating to this  Agreement  or its subject
          matter, shall be construed in accordance with the laws of the State of
          Arizona

     k.   COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
          counterparts,  each of which  shall be  deemed  to be an  original  as
          against any party whose signature  appears  thereon,  and all of which
          together shall constitute one and the same instrument.

     l.   CONSTRUCTION.  This Agreement represents the joint drafting efforts of
          the Parties, and to the extent it was felt necessary,  reviewed by the
          respective  legal  counsel  for the  Parties  hereto  and the  rule of
          construction  to the effect  that any  ambiguities  are to be resolved
          against the drafting  party will not be applied to the  interpretation
          of the Agreement. No inference in favor of, or against, any party will
          be drawn from the fact that one party has drafted any portion hereof.

                         [SIGNATURES ON FOLLOWING PAGE]

                                        9
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the dates indicated below.

ImproveNet, Inc.                        *****, Inc.


------------------------------------    ----------------------------------------
By (sign)                               By (sign)


------------------------------------    ----------------------------------------
Name (Print)                            Name (Print)


------------------------------------    ----------------------------------------
Title                                   Title


------------------------------------    ----------------------------------------
Date                                    Date

                                       10
<PAGE>
                                    EXHIBIT A
                         "CONTRACTOR MATCHING OPERATION"
                                   APPENDIX A

                          ***** OPERATIONAL FLOW CHART










          [CONFIDENTIAL TREATMENT REQUESTED FOR OPERATIONAL FLOW CHART]










                                       11
<PAGE>
                             OPERATIONAL COMPONENTS



OVERALL OBJECTIVES: Build and execute strategic  initiatives geared towards; (1)
                    increasing  contractor  satisfaction,  (2) increasing  match
                    rate,  (3)  increasing  win rate,  (4)  increasing  depth of
                    match,   (5)   contractor   recruiting   and  screening  (6)
                    decreasing credit requests,  (7) building greater efficiency
                    into all general  support  functions and (8)  decreasing the
                    cash conversion cycle through enhanced collections

OVERVIEW OF OPERATIONAL COMPONENTS & ACTION ITEMS:










          [CONFIDENTIAL TREATMENT REQUESTED FOR OVERVIEW OF OPERATIONAL
                           COMPONENTS & ACTION ITEMS]










                                       12
<PAGE>
                               REVENUE EXPECTIONS

Contractor Matching Operation
Transactional Model - Revenue Expectations
September 2002 - December 2003










           [CONFIDENTIAL TREATMENT REQUESTED FOR REVENUE EXPECTATIONS]










                                       13
<PAGE>
                                    EXHIBIT B
                              "EXCLUSIVE PERSONNEL"


AREA TRADE REPRESENTATIVES - SALES AND COLLECTIONS
********* *********

PRO-SERVICES

********* *********










                                       14
<PAGE>
                                    EXHIBIT C
                               "TRANSITIONAL PLAN"

OBJECTIVES:    To  transition  the   fulfillment  of  the  Contractor   Matching
               Operation from ***** to IMPV,  ***** shall implement and carryout
               the activities and steps of the Transition  Plan set forth herein
               so  that  upon  completion  of  the  Transition  Plan,  IMPV  has
               sufficient  knowledge,  capabilities  and training to perform the
               Contractor  Matching  Operation  without further  assistance from
               *****.  ***** will train IMPV Reps and Customer Support personnel
               how to (1) covert job leads into a quality  product by conducting
               verbal  confirmations,  (2) build  relationships with contractors
               and increasing  contractor  satisfaction,  (3) sell leads through
               automation   and  manually,   (4)  uncover  wins  from  both  the
               contractor  and the  homeowner,  (5) increase the  likelihood  of
               optimized the sales opportunity through attaining depth of match,
               (6) recruit new  contractors,  (7) issues  credits and decreasing
               the rate at which  credits  are  being  issued,  (8)  handle  all
               support  functions and build greater  efficiency into all general
               support  functions,  and (9) collect  revenue and  decreasing the
               cash conversion  cycle through enhanced  collections.  ***** will
               provide its own personnel  and staff  necessary for the execution
               and  implementation  of all  activities and steps required by the
               Transition  Plan. The scope of the  Transition  Plan will include
               but not be limited to the following:

DETAIL AROUND INITIATIVES TO BE TRANSITIONED:

     1.   CONVERTING  JOB LEADS  INTO A  QUALITY  PRODUCT  (VERBALLY  CONFIRMING
          LEADS)

          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************

     2.   BUILDING   RELATIONSHIPS  WITH  CONTRACTORS,   INCREASING   CONTRACTOR
          SATISFACTION AND SHAPING CRITICAL BEHAVIORS

          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************

     3.   SELLING LEADS THROUGH AUTOMATION AND MANUALLY AND DEPTH OF MATCH

          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************

                                       15
<PAGE>
     4.   UNCOVER WINS FROM BOTH THE CONTRACTOR AND THE HOMEOWNER

          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************

     5.   UNCOVER WINS FROM BOTH THE CONTRACTOR AND THE HOMEOWNER

          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************

     6.   RECRUIT NEW CONTRACTORS

          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************

     7.   ISSUING CREDITS

          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************

     8.   OPERATIONAL SUPPORT

          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************
          **********************************************************************

                                       16
<PAGE>
                                    EXHIBIT D
                                 "IMPV NDA" IMPV

                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

  THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (THIS "AGREEMENT") IS MADE
       AND ENTERED INTO AS OF THE _____ DAY OF ______________, 2002 BY AND
        BETWEEN IMPROVENET, INC. ("IMPV") AND ___________________________
                                 ("DISCLOSEE").

RECITALS:

     A. Disclosee desires to receive and/or have access to certain  Confidential
Information (as defined below) of IMPV for the sole use and benefit of Disclosee
and  no  other  person,  and  IMPV  has  agreed  to  provide  such  Confidential
Information to Disclosee, subject to the terms and conditions set forth herein.

     B.  Disclosee  has entered  into this  Agreement in order to induce IMPV to
provide Confidential  Information and Disclosee acknowledges that receipt of and
access to the Confidential  Information  constitutes  valuable  consideration to
Disclosee.

     C. IMPV shall  provide  Disclosee  with the  Confidential  Information  and
Disclosee shall keep (and shall cause to be kept) such Confidential  Information
confidential and shall not use or disclose such Confidential  Information except
in accordance with this Agreement.

AGREEMENT

     NOW, THEREFORE,  in consideration of the mutual covenants set forth herein,
the parties agree as follows:

     1. CONFIDENTIAL INFORMATION.  "CONFIDENTIAL INFORMATION" shall mean any and
all information  (whether  transmitted orally or in writing,  electronic form or
any other media)  respecting  IMPV which is or has been provided to Disclosee in
furtherance of this Agreement,  including,  without limitation,  any information
relating to (i) the products, inventories, discoveries, patents, formulae, trade
secrets,  computer  software or other technical  information of ETECH,  (ii) the
marketing methods,  business  processes,  names of vendors,  names of customers,
costs of materials,  prices of products or services,  lists or records,  profits
and  losses  or any  other  financial  information  of  ETECH,  (iii)  names and
compensation  of employees or any other business  information of ETECH,  or (iv)
any other information or data concerning the products,  technology,  operations,
personnel,  finances  or  business  of ETECH (the  "PROPRIETARY  MATERIAL").  In
addition, Confidential Information shall mean any and all information related to
the  present or future  plans,  prospective  strategic  alliances  or mergers or
acquisitions  that IMPV may propose,  discuss or negotiate with any other entity
or party  including  the  Proprietary  Material  of any  other  entity or party.
Confidential  Information shall not include  information which (i) is or becomes
generally  available  to the public  other than as a result of a  disclosure  by
Disclosee,  (ii) was in  Disclosee's  possession  prior to disclosure by IMPV as
shown by written records of Disclosee dated prior to the date of this Agreement,
or (iii)  becomes  available to  Disclosee  from a source other than IMPV or its
officers, directors, employees or agents, PROVIDED that such source is not under
an obligation of confidence with respect to such information.

     2. CONFIDENTIALITY. Disclosee acknowledges and agrees that the Confidential
Information is being provided for Disclosee's USE and information only and shall
be made available only to Disclosee.  Disclosee  shall maintain in the strictest
confidence  and will not disclose to any third  party,  use or claim an interest
in, any portion or at any time, the Confidential Information without the express
prior  written  consent of IMPV,  which  consent  may be granted or  withheld in
IMPV's sole discretion.  Disclosee shall (i) not disclose to any person,  at any

                                       17
<PAGE>
time,  that the  Confidential  Information  has been made available to Disclosee
until  such  fact  becomes  public  information,  (ii)  not make  copies  of any
Confidential  Information  except as authorized  in writing by IMPV,  (iii) upon
IMPV's written  request,  promptly return to IMPV all  Confidential  Information
provided  hereunder,  including all copies  thereof and (iv) upon IMPV's written
request, destroy all memoranda,  documents, notes or other materials,  including
electronic  copies  thereof,  prepared by  Disclosee  which make  reference  to,
summarize or describe in any way any portion of the Confidential Information.

     3. INSIDE  INFORMATION.  Disclosee  acknowledges  that (i) the Confidential
Information  received hereunder may involve entities or parties whose securities
are  publicly  traded,  (ii) the  Confidential  Information  received  hereunder
constitutes  "MATERIAL  NONPUBLIC  INFORMATION" and (iii) by virtue of receiving
such  information  from IMPV,  Disclosee  will be deemed to be an "INSIDER"  for
purposes of the Securities  Exchange Act of 1934, as amended,  and all rules and
regulations promulgated thereunder.  Accordingly,  neither Disclosee, nor any of
its  officers,   directors  or  employees   who  have  access  to   Confidential
Information,  and  the  immediate  family  members  of such  individuals,  shall
purchase  or sell or  directly  or  indirectly  recommend  the  purchase or sale
(including  tipping),  on the  basis of the  Confidential  Information  received
hereunder,  of any securities issued by any such entities or parties for so long
as this Agreement is in effect.

     4.  INDEMNIFICATION.  Disclosee shall indemnify and hold IMPV harmless from
and  against any loss,  damage,  liability  or expense  that may result from any
third  party  actions or claims  against  IMPV  arising  out of or relating to a
breach of this  Agreement and will  reimburse  IMPV for all expenses  (including
attorneys'  fees and costs of  investigation)  as incurred by IMPV in connection
with any such action or claim.

     5.  COURT  ORDER.  In the event  Disclosee  is  requested  or  required  by
interrogatories, requests for information or documents, subpoena, summons, civil
investigator  demand or similar process  (collectively,  a "DEMAND") to disclose
any Confidential Information, Disclosee shall promptly notify IMPV and tender to
it  defense  of such  Demand.  Disclosee  shall  cooperate  with IMPV (at IMPV's
expense) in seeking an appropriate  protective order prior to complying with any
such  Demand.  Unless the  Demand  shall have been  timely  limited,  quashed or
extended, Disclosee shall thereafter be entitled to comply with such subpoena or
other process to the minimum extent required by law.

     6. NO WARRANTY. IMPV makes no representation or warranty as to the accuracy
or  completeness  of the  Confidential  Information  being  provided  under this
Agreement.

     7. SECURITY. Disclosee shall use its best efforts and implement appropriate
security  measures  to  safeguard  and  maintain  the   confidentiality  of  the
Confidential  Information.  Access to  Confidential  Information  by Disclosee's
personnel shall be granted on a demonstrated need-to-know basis.

     8.  INJUNCTIVE  RELIEF COSTS AND EXPENSES.  Disclosee  acknowledges  that a
breach of this Agreement would cause IMPV to suffer  irreparable  harm for which
monetary  damages would be inadequate and impossible to ascertain.  Accordingly,
Disclosee agrees that, in addition to all other rights and remedies available at
law and equity, IMPV shall be entitled to seek and obtain injunctive relief from
any court of competent jurisdiction to prohibit the continuance or recurrence of
any breach, or threatened breach, of this Agreement,  Disclosee agrees that IMPV
may recover all costs or expenses,  including  attorneys'  fees,  from Disclosee
upon the successful  enforcement of any rights of IMPV with respect to breach of

                                       18
<PAGE>
this Agreement, whether such enforcement relates to monetary damages, injunctive
relief or any other remedy permitted by law.

     9.  SEVERABILITY.  If any part of this  Agreement is found to be invalid or
unenforceable,  that  part will be  amended  to the least  extent  necessary  to
achieve as nearly as possible the same effect as the original provision, and the
remainder of this Agreement will remain in full force and effect.

     10.  AMENDMENT.  This  Agreement  may be amended or modified  only upon the
written  consent of the  parties,  which may be granted or  withheld in the sole
discretion of the parties.  No oral waiver,  amendment or  modification  will be
effective under any circumstances.

     11.  GOVERNING  LAW.  This  Agreement  will be governed  and  construed  in
accordance  with the  internal  laws  (and not  choice  of laws) of the State of
Arizona.

     12. TERM. This Agreement shall become effective  immediately upon the first
disclosure of  Confidential  Information by IMPV to Disclosee and shall continue
until  the  close  of  business  on the  third  business  day  after  all of the
Confidential  Information  provided  hereunder  becomes available to the general
public,  regardless  of  whether  such  Confidential  Information  is  still  in
Disclosee's possession or has been returned to IMPV.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       19
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                        DISCLOSEE:

                                        ________________________________________


                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________


                                        IMPV:

                                        ImproveNet,Inc.


                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________

                                       20