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                                 PROMISSORY NOTE


$ 99,897.50                                                    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 Eight Hundred Ninety-Seven Dollars and fifty cents ($99,897.50)
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

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payment, notice of dishonor and all other notices or demands in connection
with the delivery, acceptance, performance, default or endorsement of this
Note.

     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 E. Crosby
                                           ---------------------------------
                                                  William E. Crosby