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                                                                    Exhibit 4.1

IMP                            [ImproveNet Logo]

INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE

SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 45321E 10 6

This Certifies that








is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF

IMPROVENET, INC.

transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
     WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:

CHIEF FINANCIAL OFFICER,
SENIOR VICE PRESIDENT AND SECRETARY

PRESIDENT AND
CHIEF EXECUTIVE OFFICER


COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR

BY


AUTHORIZED SIGNATURE

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The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock of
the Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made
to the Corporation's Secretary at the principal office of the Corporation.

        TEN COM         N       as tenants in common
        TEN ENT         N       as tenants by the entireties
        JT TEN          N       as joint tenants with right of
                        survivorship and not as tenants
                        in common




UNIF GIFT MIN ACT   N      .................Custodian .........................
                 (Cust)                       (Minor)
        under Uniform Gifts to Minors
        Act ..............................................................
                                (State)

UNIF TRF MIN ACT    N      ............... Custodian (until age ...............)
                 (Cust)
        ............................ under Uniform Transfers
            (Minor)
        to Minors Act ..............................................
                                       (State)


Additional abbreviations may also be used though not in the above list.

    For Value Received,
hereby sell(s), assign(s) and transfer(s) unto

        PLEASE INSERT SOCIAL SECURITY OR OTHER
        IDENTIFYING NUMBER OF ASSIGNEE








(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)





Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

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Dated
X
X
NOTICE:




THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed




By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.