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                                 PROMISSORY NOTE

$ 99,990.00                                                     Redwood City, CA
                                                               December 14, 1999


         FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to
pay to the order of IMPROVENET, INC., a Delaware corporation (the "Company"), at
[Street Address], [City and State], or at such other place as the holder hereof
may designate in writing, in lawful money of the United States of America and in
immediately available funds, the principal sum of Ninety-Nine Thousand Nine
Hundred Ninety Dollars ($99,990.00) together with interest accrued from the date
hereof on the unpaid principal at the rate of 6.2% per annum, or the maximum
rate permissible by law (which under the laws of the State of California shall
be deemed to be the laws relating to permissible rates of interest on commercial
loans), whichever is less, as follows:

         PRINCIPAL REPAYMENT. The outstanding principal amount hereunder shall
be due and payable in full on December 14, 2002.

         INTEREST PAYMENTS. Interest shall be payable annually in arrears and
shall be calculated on the basis of a 365-day year for the actual number of days
elapsed;

PROVIDED, HOWEVER, that in the event that the undersigned's employment by or
association with the Company or its Affiliate is terminated for any reason prior
to payment in full of this Note, this Note shall be accelerated and all
remaining unpaid principal and interest shall become due and payable immediately
after such termination.

         If the undersigned fails to pay any of the principal and accrued
interest when due, the Company, at its sole option, shall have the right to
accelerate this Note, in which event the entire principal balance and all
accrued interest shall become immediately due and payable, and immediately
collectible by the Company pursuant to applicable law.

         This Note may be prepaid at any time without penalty. All money paid
toward the satisfaction of this Note shall be applied first to the payment of
interest as required hereunder and then to the retirement of the principal.

         The full amount of this Note is secured by a pledge of shares of Common
Stock of the Company, and is subject to all of the terms and provisions of the
Early Exercise Stock Purchase Agreement and Stock Pledge Agreement of even date
herewith between the undersigned and the Company.

         The undersigned hereby represents and agrees that the amounts due under
this Note are not consumer debt, and are not incurred primarily for personal,
family or household purposes, but are for business and commercial purposes only.

         The undersigned hereby waives presentment, protest and notice of
protest, demand for payment, notice of dishonor and all other notices or demands
in connection with the delivery, acceptance, performance, default or endorsement
of this Note.


                                       1.
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         The holder hereof shall be entitled to recover, and the undersigned
agrees to pay when incurred, all costs and expenses of collection of this Note,
including without limitation, reasonable attorneys' fees.

         This Note shall be governed by, and construed, enforced and interpreted
in accordance with, the laws of the State of California, excluding conflict of
laws principles that would cause the application of laws of any other
jurisdiction.

                                            Signed       /s/  William  Phillips
                                                         ----------------------
                                                            William Phillips


                                       2.