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                                                                   Exhibit 10.17
                                            ***TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED
                                          UNDER 17 C.F.R. Sections 200.80(b)(4),
                                                            200.83 AND 240.24b-2


                             COLLABORATION AGREEMENT

         This Agreement is dated the 3rd day of December 1999 (the "Effective
         Date") and is made between E. I du Pont de Nemours and Company
         ("DuPont"), a Delaware corporation, having its principal place of
         business at 1007 Market Street, Wilmington, Delaware 19803, and
         ImproveNet, Inc. ("ImproveNet") a Delaware corporation, having its
         principal place of business at 720 Bay Road, Redwood City, California
         94063.

                                    WHEREAS:

A.       ImproveNet has developed and operates an internet based service
         providing content on products and services to consumer endusers and
         matching consumer endusers with builders/remodelers.

B.       DuPont, among other businesses, develops, manufactures and sells
         materials for countertops and other residential products.

C.       ImproveNet wishes to receive from DuPont content for consumer endusers
         and both wish to collaborate in the areas of brand awareness, marketing
         and revenue generation.

D.       Further, the parties acknowledge and understand that DuPont's
         participation in the collaboration contemplated by this Agreement and
         its corresponding obligations are limited to DuPont's
         Corian-Registered Trademark- surfaces SBU and no other business of
         DuPont is bound by any provision of this Agreement or arrangements
         contemplated hereby unless and until such DuPont business agrees to
         participate.

E.       The parties intend to exchange with each other the services described
         in this Agreement at a mutually agreed upon value in recognition that a
         precise valuation of the services provided by one party to the other
         party is not readily quantifiable.

                         IT IS HEREBY AGREED AS FOLLOWS;

1.       IMPROVENET OFFERING TO DUPONT

1.1      During the entire term of this Agreement, ImproveNet agrees to
         provide the following to DuPont:

(a)      BANNER ADVERTISING - ImproveNet will add and maintain at least one
         banner advertisement on consumer site and prosite ("Sites") rotating
         through pages of the Sites that are most relevant to DuPont
         Corian-Registered Trademark- surfaces products ("Products") as
         mutually agreed upon by the parties and documented in Exhibit I to
         this Agreement. The content for each banner shall be provided by
         DuPont in a form to be mutually agreed upon with the content subject
         to change up to twelve times each year at no cost to DuPont.

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(b)      BUTTON ADVERTISING - ImproveNet will add and maintain a button
         identifying DuPont with continuous presence on button bar for the Sites
         rotating through pages of the Sites that are most relevant to DuPont
         Products as mutually agreed upon by the parties and documented in
         Exhibit I to this Agreement. The content for each button shall be
         provided by DuPont in a form to be mutually agreed upon with the
         content subject to change up to twelve times each year at no cost to
         DuPont.

(c)      ON-LINE PRODUCT BROCHURE - ImproveNet will add and maintain an on-line
         brochure for Products using content supplied by DuPont in a form to be
         mutually agreed upon and linked to the DuPont Corian-Registered
         Trademark- website. The content will be subject to change up to three
         times each year at no cost to DuPont.

(d)      MESSAGE BOARD SPONSORSHIP - DuPont will be credited as an official
         sponsor and the countertop sponsor as defined in Section I, 1(g) below
         of Kitchen Ideas message board with a banner permanently added and
         maintained on top of the message board. DuPont may provide information
         to respond to messages received. DuPont, or parties authorized by
         DuPont shall use reasonable efforts to respond to messages received
         with objective information. ImproveNet will have the final editorial
         authority.

(e)      PRODUCT SHOWCASE - ImproveNet will prominently feature Products in all
         product categories on the Sites most relevant to Products as mutually
         agreed upon by the parties and documented in Exhibit I to this
         Agreement. The content for Products shall be provided by DuPont in a
         form to be mutually agreed upon with the content subject to change up
         to six times each year at no cost to DuPont. DuPont will have at least
         as many products featured as any other manufacturer in each relevant
         category.

(f)      HOT LINKS - ImproveNet will add and maintain hot links between the
         Sites and the DuPont Corian-Registered Trademark- website.

(g)      COUNTERTOP CONTENT SPONSORSHIP - DuPont shall be the exclusive provider
         of Countertop content on the Sites. For the purposes of this
         Agreement, "Countertop" is defined as a horizontal work surface
         located in a residential kitchen, bathroom, wet bar, or home office.
         DuPont shall provide to ImproveNet fully developed content to add and
         maintain on the Sites. ImproveNet reserves the right to edit the
         content provided by DuPont but not to change the substantive
         information without giving DuPont the ability to comment on the
         proposed edit. If ImproveNet wishes to make available to its users
         certain Countertop content, and such content either is not available
         from DuPont or, in the reasonable opinion of ImproveNet, is not of
         acceptable quality, then ImproveNet will notify DuPont of the content
         ImproveNet wishes to obtain. If DuPont is not able to commence
         provision of such content within thirty (30) business days of such
         request, then ImproveNet shall be permitted to present such content
         provided by a third party.

(h)      SERVICE PROVIDER SCREENING - ImproveNet will screen/evaluate service
         providers identified by DuPont using criteria established by ImproveNet
         for all service providers to ImproveNet, ImproveNet will work with
         DuPont to inform and educate DuPont's

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         fabricator and distributor network on ImproveNet's offering through
         attendance at meetings/conferences of DuPont's fabricator and
         distributor network at no cost to DuPont.

(i)      SITE ENHANCEMENT - ImproveNet will modify its site to enable early
         indication of consumer's interest in Countertops and. other aspects
         necessary for effective utilization of Smart Lead Messaging (as
         hereinafter defined in section 4 below).

(j)      DATABASE ACCESS - ImproveNet will provide DuPont information drawn from
         ImproveNet's databases of consumers and contractors. The information
         will be defined by DuPont and be necessary for effective utilization of
         Smart Lead Messaging subject to ImproveNet's privacy policy as
         communicated on the Sites.

1.2      CONSIDERATION. In consideration for the ImproveNet offering to
         DuPont for the year 2000, DuPont agrees to pay ImproveNet the amount
         of [...***...] Dollars ($[...***...]). The consideration for
         subsequent calendar years during the term of this Agreement shall be
         negotiated by the parties prior to the beginning of each calendar
         year with the expectation that the value of each Party's offering to
         the other Party shall be commensurate. The Parties shall invoice
         each other on a calendar quarter basis for one fourth of the total
         amount of consideration charged for each calendar year of this
         Agreement. Invoices shall be payable net 30 days from the date of
         such invoice.

2.       DUPONT OFFERING TO IMPROVENET

2.1      During the entire term of this Agreement, DuPont agrees to provide
         the following to ImproveNet;

(a)      CO-BRANDED ADVERTISING - DuPont will develop co-branded advertising
         with ImproveNet to build awareness of ImproveNet's Sites. ImproveNet
         will participate in all aspects of creative development and media
         placement that pertains to ImproveNet's presence in the co-branded
         advertising campaign. DuPont retains final editorial and creative
         decision with ImproveNet having a right of refusal. DuPont will not be
         required to materially alter or revise its advertising strategies and
         plans to implement the co-branded advertising campaign.

(b)      DIRECT MAIL INSERTS - DuPont will include promotional material supplied
         by ImproveNet in direct mailings sent by DuPont in response to certain
         programs identified by DuPont. The material from ImproveNet shall be
         developed at no cost to DuPont and must be in a mutually agreed upon
         format appropriate to the direct mailing and DuPont's brand aesthetics.
         DuPont's material for direct mail it send shall be developed at no cost
         to ImproveNet. The total value to ImproveNet of the Co-Branded
         Advertising and Direct Mail Inserts, should be equal to or greater than
         $[...***...] annually and will be determined on the following scale:

         *     CONFIDENTIAL TREATMENT REQUESTED

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         -    For advertisements and inserts that mention ImproveNet and provide
              some promotion of its services. DuPont will receive credit in an
              amount not less than [...***...] ([...***...]) of the total net
              media value of the advertisement, but not more than [...***...]
              ([...***...]) of the total Net media value of the advertisement,
              exact percentage to be mutually agreed upon by the parties based
              upon the degree of the ImproveNet promotion.

         -    For advertisements and inserts that prominently feature
              ImproveNet, and promote ImproveNet's services, DuPont will receive
              credit in an amount not less than [...***...] ([...***...]) of the
              total net media value of the advertisement, but not more than
              [...***...] ([...***...]) of the total net media value of the
              advertisement, the exact percentage to be mutually agreed upon by
              the parties based upon the degree of the ImproveNet promotion.

         -    For advertisements and inserts that prominently feature ImproveNet
              more than DuPont, and promote ImproveNet's services, DuPont will
              receive credit in an amount not less than [...***...]
              ([...***...]) of the total net media value of the advertisement,
              but not more than [...***...] ([...***...]) of the total net
              media value of the advertisement, the exact percentage to be
              mutuallY agreed upon by the parties based upon the degree of the
              ImproveNet promotion.

(c)      TRADE SHOW PRESENCE - DuPont will make available to ImproveNet
         reasonable space in DuPont's trade show booth at selected major
         industry shows for signage and live site demonstrations by ImproveNet.
         The signage, content and structure of the materials for inclusion in
         the trade show booth shall be supplied at no cost to DuPont and must be
         in a mutually agreed upon format appropriate to DuPont's booth and
         DuPont's brand aesthetics identity.

2.2      CONSIDERATION.  In consideration for the DuPont offering to
         ImproveNet for the year 2000, ImproveNet agrees to pay DuPont the
         amount of [...***...] ($[...***...)]. The consideration for
         subsequent calendar years during the term of this Agreement shall be
         negotiated by the parties prior to the beginning of each calendar
         year with the expectation that the value of each Party's offering to
         the other Party shall be commensurate. The Parties shall invoice
         each other on a calendar quarter basis for one fourth of the total
         amount of consideration charged for each calendar year of this
         Agreement.  Invoices shall be payable net 30 days from the date of
         such invoice.

3.       EXCLUSIVITY.  During the term of this Agreement, ImproveNet agrees
         not to enter into relationships with (i) other manufacturers of
         [...***...] other than with DuPont for advertising (including
         banners and buttons), sponsorships, and other mutually agreed upon
         ImproveNet offerings in the Sites and (ii) other manufacturers of
         [...***...] other than DuPont for Smart Leads and Brochure Showcase.
         In addition, only for Smart Leads and Brochure Showcase, ImproveNet
         may enter into relationships with the specifically identified brands
         of [...***...] identified on Attachment A to this Agreement. Upon
         written request from ImproveNet, DuPont may waive this restriction
         for other manufacturers of [...***...] DuPont will

* CONFIDENTIAL TREATMENT REQUESTED

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         inform ImproveNet whether it will waive this restriction within
         sixty (60) days of receiving the request, ImproveNet retains the
         right to include any manufacturer in the Design Gallery, Product
         Showcase and any other editorial feature provided DuPont products
         are always prominently featured in all relevant sections of the
         Sites as mutually agreed upon by the parties. ImproveNet retains the
         right to charge any manufacturer for live links from ImproveNet to
         the manufacturer's site except Banners and Burtons. During the term
         of this Agreement, DuPont agrees that the DuPont Corian-Registered
         Trademark- business will not establish a similar relationship with
         another third party, non- DuPont, based residential remodeling
         contractor referral site.

4.       SMART LEADS MESSAGING.  ImproveNet has a system of issuing leads to
         customers who access the Sites arid contractors who are service
         providers qualified with ImproveNet during certain steps in the
         process of project or job evolution ("Smart Leads Messaging"), DuPont
         desires to participate in ImproveNet's Smart Leads Messaging Program
         at times currently designed by ImproveNet and upon ImproveNet's
         enhancing the Sites at times other than currently designed by
         ImproveNet; for example, prior to job submission for referrals and
         upon job completion. DuPont and ImproveNet shall mutually agree upon
         the timing and content and other criteria for each Smart Lead sent by
         ImproveNet based on meeting DuPont's objective to increase brand
         awareness and revenue generation. DuPont agrees to pay for Smart Leads
         generated wing this criteria at rates to be attached as Exhibit II to
         this Agreement. The cost for Smart Leads shall be fixed for the term
         of the Agreement with the total cost varying based on number of
         messages sent during a billing period.

5.       FIND A CONTRACTOR.  DuPont will place a button to ImproveNet, entitled,
         "Find A Contractor", on the DuPont Corian-Registered Trademark-
         website. Consumers submitting a project to ImproveNet through this
         button link will be referred, on an exclusive basis, to DuPont service
         providers qualified with ImproveNet. If after forty eight hours after
         the initial referral a sufficient number (a maximum of four) of DuPont
         service providers have not responded to the lead, the project will be
         offered to other qualified service providers in the ImproveNet
         network. ImproveNet agrees to pay DuPont a fee of [...***...] on all
         real billable jobs valued greater than Five Hundred Dollars
         ($500) submitted to ImproveNet that originate from the DuPont
         Corian-Registered Trademark- website. A "real billable job" means that
         all information required from consumer is obtained and interest
         request sent to an ImproveNet service provider. ImproveNet shall
         report on a calendar quarter basis the billable jobs and submit
         payment to DuPont for the fees on the billable jobs.

6.       BRAND PROTECTION. Recognizing the importance of maintaining the
         strength, market presence, and integrity of DuPont's brand, ImproveNet
         will consult with DuPont on removing or modifying any ImproveNet
         service or other offerings which DuPont deems will dilute or adversely
         impact the DuPont brand.

7.       IMPLEMENTATION. Implementation of the arrangements as described in this
         Agreement including content providing and access to sites shall require
         execution of licenses and other agreements by the parties containing
         terms and conditions typical of interact based

* CONFIDENTIAL TREATMENT REQUESTED

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         business. Such agreements shall be completed promptly (within forty
         five (45) days from execution) after execution of this Agreement and
         must be in place before sharing of data or providing access.

8.       TERM; TERMINATION.

8.1      TERM. This Agreement shall commence on the Effective Date and shall
         continue in full force and effect until December 31, 1999 ("1999 Term")
         and thereafter automatically renew for a period of four(4) years
         ("Initial Term") subject to the provisions hereof, as provided for
         below, Prior to the end of the Initial Term of this Agreement, if
         DuPont decides to continue this Agreement it will notify ImproveNet and
         a new agreement will be executed containing the same or different terms
         and conditions, Termination shall nor relieve either party of any
         rights, obligations, or liabilities arising prior to termination of
         this Agreement, Termination of this Agreement in accordance with the
         provisions of this Agreement shall be without liability and neither
         DuPont or ImproveNet shall be liable, or responsible to the other for
         termination compensation or payments of any kind, including but not
         limited to, investment, promotion or selling expense payments.

8.2      EARLY TERMINATION. Either party may terminate this Agreement without
         cause upon ninety (90) days prior written notice to the other party to
         be effective at any time after December 31, 2000, or any renewal term
         of this Agreement. Either party may terminate this Agreement at any
         time during the Initial Term or any renewal term immediately by notice
         to the-other party upon the occurrence of any of the following events
         of default by the other party:

         (a)      The other party fails to observe, perform or fulfill any of
                  its obligations or warranties (other than confidentiality
                  obligations) under the Agreement and fails to cure such
                  default within thirty (30) days after the non-defaulting party
                  gives written notice of such failure;

         (b)      The other party fails to observe, perform or fulfill any
                  confidentiality obligation imposed hereunder and fails to cure
                  such default within ten (10) days after the non-defaulting
                  party gives notice of such failure;

         (c)      The other party's business is liquidated, dissolved or
                  suspended;

         (d)      The other party's adverse change in financial condition that
                  materially impairs its ability to perform its obligations
                  under this Agreement; or

         (e)      The other party's organization, ownership, operation, or
                  business philosophy change in a manner which in the other
                  party's judgment conflicts with such party's business
                  objectives set forth in this Agreement.

8.3      SURVIVAL. The provisions of the Agreement, which by their nature are
         intended to survive termination or expiration of this Agreement, shall
         survive expiration or termination of this Agreement.

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9.       MANAGEMENT OF THE COLLABORATION

9.1      To facilitate the anticipated scope and importance of the alliance
         created by this Agreement, the parties will jointly establish teams to
         execute the terms of this alliance, and these teams will be located to
         facilitate communications, e.g., Redwood City, Wilmington.

9.2      If ImproveNet considers an international development and deployment of
         the ImproveNet strategy, ImproveNet will consult with DuPont. If
         interested, DuPont and ImproveNet may enter into a separate alliance
         for the international development and deployment of the ImproveNet
         strategy.

9.3      The parties will meet periodically in person or by telephone (and at
         least once per calendar quarter) to discuss operations of this
         collaboration, possible changes to the collaboration and possible
         additional areas of collaborative activity,

9.4      The parties work together to maximize opportunities between the
         companies and to mutually agree on goals and measurable metrics to
         demonstrate increase in desired economics.

10.      PROPRIETARY RIGHTS AND CONFIDENTIALITY.

10.1     PROPRIETARY INFORMATION. "Proprietary Information" means any data or
         information regarding (i) the business operations of a party which is
         not generally known to the public and affords such party a competitive
         advantage, including but not limited to, information regarding its
         products and product development, suppliers, marketing strategies,
         finance, operations, customers, sales, and internal performance
         results; (ii) proprietary software, including but not limited to;
         concepts, designs, documentation, reports, data, specifications, source
         code, object code, flow charts, file record layouts, databases,
         inventions and trade secrets, whether or not patentable or
         copyrightable; and (iii) the terms and conditions of this Agreement.

10.2     OWNERSHIP AND PROTECTION. Each parry agrees that it has no interest in
         or right to use the Proprietary In. formation of the other except in
         accordance with the terms of this Agreement. Each party acknowledges
         that it may disclose Proprietary Information to the other in the
         performance of this Agreement. The party receiving the Proprietary
         Information shall (i) maintain it in strict confidence and take all
         reasonable steps to prevent its disclosure to third panics, except to
         the extent necessary to carry out the purposes of this Agreement,, in
         which case these confidentiality restrictions shall be imposed upon the
         third parties to whom the disclosures are made; (ii) use at least the
         same degree of care as it uses in maintaining the secrecy of its own
         Proprietary Information (but no less than a reasonable degree of care);
         and (iii) prevent the removal of any proprietary, confidential or
         copyright notices placed on the Proprietary Information.

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10.3     LIMITATION. Neither party shall have any obligation concerning any
         portion of the Proprietary Information of the other which (i) is
         publicly known prior to or after disclosure hereunder other than
         through acts or omissions attributable to the recipient or its
         employees or representatives; (ii) as demonstrated by prior written
         records, is already known to the recipient at the time of disclosure
         hereunder; (iii) is disclosed in good faith to the recipient by a third
         party having a lawful right to do so; or (iv) is the subject of written
         consent of the party which supplied such information authorizing
         disclosure; (v) is required to be disclosed by the receiving party by
         applicable law or legal process, provided that the receiving party
         shall immediately notify the other party so that it can take steps to
         prevent its disclosure; or (vi) is independently developed by the
         recipient by personnel having no knowledge of the disclosure hereunder.

10.4     REMEDIES FOR BREACH. In the event of a breach of this Section 9, the
         parties agree that the non-breaching party may suffer irreparable harm
         and the total amount of monetary damages for any injury to the
         non-breaching party may be impossible to calculate and would therefore
         be an inadequate remedy. Accordingly, the parties agree that the
         non-breaching party may be entitled to temporary, preliminary and
         permanent injunctive relief against the breaching party, its officers
         or employees, in addition to such other rights and remedies to which it
         may be entitled at law or in equity.

11.      INTELLECTUAL PROPERTY MATTERS.

11.1     Each party shall retain sole rights to any intellectual property
         developed by that party independently of the collaboration pursuant to
         this Agreement;

11.2     The parties shall jointly own any intellectual property which arises
         out of the collaboration pursuant to this Agreement provided that if
         one party specifies and funds particular research activities, such
         party shall have sole rights to any intellectual property arising out
         of such research activities

11.3     All content and material provided in any format by DuPont for use by
         ImproveNet under this Agreement shall remain the sole property of
         DuPont. DuPont retains all rights of ownership and use including
         copyright, trademark, patent, etc. to the content and material
         including the right to use on any other interact based medium.

11.4     Nothing contained in this Agreement shall, by express grant,
         implication, estoppel or otherwise, creates in either party any right,
         title, interest, or license in or to the inventions, patents, technical
         dam, computer software, or software documentation of the other party.

12.      DISPUTE RESOLUTION.  In the event of a dispute between the parties and
         for which dispute the parties are unable to reach a mutually agreeable
         resolution, the dispute shall be submitted to arbitration under the
         commercial arbitration rules of the American Arbitration Association
         then in effect. There shall be one arbitrator mutually agreed to by
         both parties; such arbitrator shall have experience in the area of
         controversy. After the hearing, the arbitrator shall decide the
         controversy and render a written decision

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         setting forth the issues adjudicated, the resolution thereof and the
         reasons for the award. The award of the arbitrator shall be
         conclusive. Payment of the expenses of arbitration, including the
         fee of the arbitrator, shall be assessed by the arbitrator based on
         the extent to which each party prevails.

13.      MISCELLANEOUS PROVISIONS.

13.1     INVESTMENT. This Agreement is subject to the execution and delivery of
         the Series E Preferred Stock and Warrant Purchase Agreement on or about
         November 19, 1999.

13.2     FEES; NO BROKERS. Except as expressly provided herein, each party shall
         bear its own costs incurred in performing under this Agreement. Without
         limiting the generality of the foregoing sentence, ImproveNet
         represents and warrants to DuPont, and DuPont represents and warrants
         to ImproveNet that no broker, finder, investment banker or other party
         is entitled to any brokerage, finder's or other fee or commission in
         connection with the transactions contemplated by this Agreement.

13.3     SEVERABILITY. If any term of this Agreement is held as invalid or
         unenforceable, the remainder of this Agreement shall not be affected,
         and each term and provision shall be valid and enforced to the fullest
         extent permitted by law.

13.4     ASSIGNMENT. This Agreement and any interest hereunder shall inure to
         the benefit of and be binding upon the parties and their respective
         successors, legal representatives and permitted assigns. Upon prior
         notice to the other party, either party may assign this Agreement (i)
         to any legal entity in connection with the merger or consolidation of
         the assigning Party into such entity or the sale of all or
         substantially all of the assets of the assigning Party to such entity;
         or (ii) to any direct or indirect subsidiary of the assigning parry in
         connection with any corporate reorganization. Except as stated in the
         previous sentence, neither party may assign or delegate this Agreement
         without the other party's prior written consent, which consent shall
         not be unreasonably withheld. Any attempt to assign, delegate or
         otherwise transfer the Agreement in violation of this Section 10 is
         voidable by the other party.

13.5     INDEPENDENT CONTRACTORS. It is expressly agreed that ImproveNet and
         DuPont are acting under this Agreement as independent contractors, and
         the relationship established under this Agreement shall not be
         construed as a partnership, joint venture or other form of joint
         enterprise. Neither parry is authorized to make any representations or
         create any obligation or liability, expressed or implied, on behalf of
         the other party, except as may be expressly provided for in this
         Agreement.

13.6     ACCESS TO BOOKS AND RECORDS. The parties shall keep complete, accurate
         and up-to-date books and records in accordance with generally accepted
         accounting principles and sound business practices covering all
         transactions relating to this Agreement. Either party and/or its
         authorized representatives shall upon reasonable notice have the right
         (not more than once annually) to inspect, audit, and/or copy such
         records in order to determine whether all provisions of this Agreement
         have been met. The parties agree

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         that all information and records obtained in such audit shall be
         considered Proprietary Information. This right to audit shall be
         available to either party for up to two (2) years following the
         termination of this Agreement.

13.7     NOTICES. All notices, requests, demands and other communications
         (collectively, "Notices") required or permitted by this Agreement shall
         be in writing and shall be delivered by hand, telex, telegraph,
         facsimile or like method of transmission or mailed by registered or
         certified mail, return receipt requested, first class postage prepaid,
         addressed as follows:

         If to DuPont:
         DuPont Corian-Registered Trademark-
         E. I. du Pont de Nemours and Company
         P.O. Box 80012
         Wilmington, DE 19850-0012
         Attn: Global Communications Manager
         Fax:

         If to ImproveNet:
         ImproveNet, Inc.
         720 Bay Road
         Redwood City, California 94063
         Attn:
         Fax:

         If delivered by hand, telex, telegraph, facsimile or like method of
         transmission, the date on which a Notice is actually delivered shall be
         deemed the date of receipt and if delivered by mail, the date on which
         a Notice is actually received shall be deemed the date of receipt.
         Either party may change the address or designated person for receiving
         Notices by providing notice in accordance with this Section 11.g.

13.9     EXHIBITS. This Agreement incorporates the attached Attachment, Exhibits
         and any subsequent Attachments, Exhibits or schedules referencing this
         Agreement.

13.10    Y2K.

         Each party covenants and agrees that it will not permit a Year 2000
         Problem to computer systems, software or equipment owned, leased or
         licensed by it, its affiliates or subsidiaries to interfere with its
         performance under this Agreement. This undertaking is subject to any
         standard of performance or any excuse for non-performance provided in
         this Agreement, at law, or in equity. Each party further agrees, to the
         extent that the party deems it appropriate, to request, from those of
         its suppliers whose performance may materially affect that party's
         performance hereunder, that each such supplier undertake the same
         obligation with respect to such material performance. The parties will
         use reasonable commercial efforts to cooperate and share information to
         further comply with this section, and to minimize the impact of any
         Year 2000 Problem

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         on performance of this Agreement. Each party will inform the other
         party of any circumstance indicating a possible obstacle to such
         compliance, and the steps being taken to avoid or overcome the
         obstacle. Provided a party complies with the previous paragraph, it
         will not be liable to the other party for any failure to perform
         obligations under this Agreement to the extent such failure arises
         from a Year 2000 Problem (l) affecting one of the non-performing
         party's suppliers or (2) beyond that party's reasonable control
         (e.g., a Year 2000 Problem affecting a governmental entity). IN
         PARTICULAR, SUCH NON-PERFORMING PARTY SHALL HAVE NO LIABILITY FOR
         ANY DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
         CONSEQUENTIAL, PUNITIVE OK EXEMPLARY DAMAGES.

         A "Year 2000 Problem" means a date handling problem relating to the
         Year 2000 date change that would cause a computer system, software or
         equipment to fail to correctly perform, process and handle date-related
         data for the dates within and between the twentieth and twenty-first
         centuries and all other centuries.

13.10    GOVERNING LAW. This Agreement is to be construed, and the respective
         rights of DuPont and ImproveNet are to be determined, according to the
         laws of the State of Delaware, without regard to choice of law or
         conflicts principles of such other state which might otherwise be
         applicable, and the courts of Delaware shall have exclusive
         jurisdiction over any disputes, controversies or issues arising under
         this Agreement. This Agreement shall not be governed by the United
         Nations Convention on Contracts for the International Sale of Goods.

13.11    ENTIRE AGREEMENT/AMENDMENTS. This Agreement including all exhibits
         attached hereto, contains the entire agreement between the parties
         covering the subject matter hereof and supersedes all prior and
         contemporaneous proposals, discussions and writings by and between the
         parties and relating to the subject matter hereof. None of the terms of
         this Agreement shall be deemed to be waived by either party or amended
         or supplemented unless such waiver, amendment or supplement is written
         and signed by both parties. The invalidity or unenforceability of any
         particular provision of this Agreement, as determined by any court of
         competent jurisdiction or any appropriate legislature, shall not affect
         the other provisions hereof, and this Agreement shall be construed in
         all respects as if such invalid or unenforceable provision had been
         omitted. No usage of trade or industry course of dealing shall be
         relevant to explain or supplement any term expressed in this Agreement.

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<PAGE>

IN WITNESS WHEREOF, ImproveNet and DuPont, intending to be legally bound by the
terms of this Agreement, have caused this Agreement to be executed by their duly
authorized representatives.

E.I. DU PONT DE NEMOURS AND COMPANY       IMPROVENET, INC.

By: /s/ Keith R. McLoughlin               By: /s/ Ronald B. Cooper
   --------------------------------          --------------------------------

Name:  Keith R. McLoughlin                Name:  Ronald B. Cooper
     ------------------------------          --------------------------------

Title: Vice President and                 Title: President and CEO
       General Manager                          -----------------------------
     ------------------------------

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<PAGE>

                                    Exhibit I

    Pages of Consumer Site and Prosite Relevant to DuPont Corian-Registered
    Trademark- Products

CONSUMER SITE
Design Gallery - Top Page
Design Gallery - Kitchens
Design Gallery - Baths
Product Showcase - Top Page
Product Showcase - Counters
Product Showcase - Bath Collections
Product Showcase - Kitchen Sinks
Product Showcase - Bath Sinks
Product Showcase - Shower and Tub Enclosures
Product Showcase - Tub and Shower Combos
Expert Advice - Top Page
Expert Advice - Pro Advice Library
Expert Advice - Message Boards - Top Page
Expert Advice - Message Boards - Kitchen Ideas
Expert Advice - Message Boards - Bath Ideas
Expert Advice - Message Boards - Cabinetry and Counters
Manufacturer Listings - Counters

PRO SITE
Design Gallery - Top Page
Design Gallery - Kitchens
Design Gallery - Baths
Product Ideas - Bath
Collections Product Ideas - Bath Sinks
Product Ideas - Counters
Product Ideas - Kitchen Sinks
Product Ideas - Shower & Tub Enclosures
Product Ideas - Tub and Shower Combos
Manufacturer Listings - Counters

Important Notes regarding relevant pages

         -        Not all relevant pages accept banner and button advertising.
                  This is not a guarantee that a banner/button for DuPont
                  Corian-Registered Trademark- will always be found on one of
                  these pages.

         -        New pages are added to both the consumer and ProSite on a
                  regular basis. Part of the management of the collaboration
                  will be keeping DuPont up to speed on planned editorial
                  changes in the site and determining the relevance of each.

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<PAGE>

                                   Exhibit II

                               Smart Leads Program

The  base cost per message ($[...***...] - $[...***...] based on segmentation)
     will remain the same for duration of the Agreement, but the total cost will
     change depending upon the number of messages sent and the return to DuPont
     from the SmartLeads. The estimated costs below are for 2000, ImproveNet
     will update the projections annually during DuPont's budgeting cycle.
     DuPont will be billed only for the actual number of messages sent if the
     true number falls below the estimates. If the number of messages surpasses
     estimates, DuPont will be receiving those additional messages at no
     additional charge.

ImproveNet will send custom SmartLeads to the following groups:

1.       To selected homeowners submitting a kitchen or bath remodeling project
         - Estimated number of jobs submitted to ImproveNet - [...***...]
         - Cost per message - $[...***...], with no segmentation of budget or
           geography, additional $[...***...] per segment.
         - Total Net Maximum Cost - $[...***...]
2.       To contractors working with homeowners on above projects
         - [...***...] contractor messages sent
         - Cost per message - $[...***...]
         - Total Net Maximum Cost - $[...***...]
3.       To recent purchasers of DuPont products
         Post project offer to recent purchasers to include DuPont
         Corian-Registered Trademark- on their next project
         -    Estimated [...***...] messages
         -     Cost per message - $[...***...]
         -     Total Net Maximum Cost - $[...***...]
4.       To "Early Birds" consumers who have submitted a project to ImproveNet,
         too early to be matched with a service provider.
         -    Estimated number of "Early Bird" kitchen and bath remodeling jobs
              submitted - [...***...]
         -    Cost per message - $[...***...]
         -    Total Net Maximum Cost - $[...***...]


* CONFIDENTIAL TREATMENT REQUESTED


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