EXHIBIT 10.41
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                                 FORM OF WARRANT

The securities evidenced by this Warrant have not been registered under the
Securities Act of 1933, as amended or applicable state securities laws, and no
interest may be sold, distributed, assigned, offered, pledged or otherwise
transferred unless (a) there is an effective registration statement under such
act and applicable state securities laws covering any such transaction involving
said securities, (b) the Company receives an opinion of legal counsel for the
holder of the securities satisfactory to the Company stating that such
transaction is exempt from registration, or (c) the Company otherwise satisfies
itself that such transaction is exempt from registration.


ISSUED: _________________                                    WARRANT TO PURCHASE
Void After ______________                                    COMMON STOCK

                                IMPROVENET, INC.

                                     WARRANT

            THIS IS TO CERTIFY that, subject to these terms and conditions,
__________or such person to whom this Warrant is transferred (the "Holder"), is
entitled to exercise this Warrant to purchase __________ fully paid and
nonassessable shares of IMPROVENET, INC., a Delaware corporation (the
"COMPANY"), Common Stock (the "WARRANT SHARES") at a price per share of $______
(the "EXERCISE PRICE").

            1.          METHOD OF EXERCISE

            This Warrant may be exercised by the Holder, at any time after
issuance, but not later than ___________ (the "EXERCISE PERIOD"), in whole or in
part, by delivering to the Company at ImproveNet, Inc., 10799 N. 90th Street,
Suite 200, Scottsdale, Arizona 85260 (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder appearing on the books of the Company) (a) this Warrant certificate,
(b) a certified or cashier's check payable to the Company, or canceled
indebtedness of the Company to the Holder, in the amount of the Exercise Price
multiplied by the number of shares for which this Warrant is being exercised
(the "PURCHASE PRICE"), and (c) the Notice of Exercise attached as Exhibit A
duly completed and executed by the Holder.



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            2.          DELIVERY OF STOCK CERTIFICATES; NO FRACTIONAL SHARES

                        2.1 Delivery of Stock Certificates. Within 10 days after
the payment of the Purchase Price following the exercise of this Warrant (in
whole or in part), the Company at its expense shall issue in the name of and
deliver to the Holder (a) a certificate or certificates for the number of fully
paid and nonassessable Warrant Shares to which the Holder shall be entitled upon
such exercise, and (b) a new Warrant in substantially the same form to purchase
up to that number of Warrant Shares, if any, as to which this Warrant has not
been exercised if this Warrant has not expired. The Holder shall for all
purposes be deemed to have become the holder of record of such Warrant Shares on
the date this Warrant was exercised (the date the Holder has fully complied with
the requirements of Section 1), irrespective of the date of delivery of the
certificate or certificates representing the Warrant Shares; PROVIDED that, if
the date such exercise is made is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of
record of such Warrant Shares at the close of business on the next succeeding
date on which the stock transfer books are open.

                        2.2 No fractional shares. No fractional shares shall be
issued upon the exercise of this Warrant. In lieu of fractional shares, the
Company shall pay the Holder a sum in cash equal to the fair market value of the
fractional shares (as determined by the Company's Board of Directors) on the
date of exercise.


            3.          COVENANTS AS TO WARRANT SHARES

            The Company covenants that at all times during the Exercise Period
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of Warrant Shares as is necessary for exercise in full of this
Warrant and, from time to time, it will take all steps necessary to amend the
Articles of Incorporation to provide sufficient reserves of Warrant Shares.


            4.          ADJUSTMENTS; TERMINATION OF WARRANT UPON CERTAIN EVENTS

                        4.1 Effect of Reorganization.

                            (A) REORGANIZATION - NO CHANGE IN CONTROL

            Upon the merger, consolidation, acquisition of all or substantially
all of the property or stock, liquidation or other reorganization of the Company
with ImproveNet, Inc. during the Exercise Period (collectively, the
"REORGANIZATION"), as a result of which the shareholders of the Company receive
cash, stock or other property in exchange for their Warrant Shares and the
holders of the Company's voting equity securities immediately prior to such
Reorganization together own a majority interest of the voting equity securities
of the successor corporation following such Reorganization, lawful provision
shall be made so that the Holder shall thereafter be entitled to receive, upon
exercise of this Warrant, the number of shares of securities of the successor
corporation resulting from such Reorganization, to which a holder of the Warrant
Shares issuable upon exercise of this Warrant would have been entitled in such
Reorganization if this Warrant had been exercised immediately prior to such
Reorganization. In any such case, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interest of the
Holder after the Reorganization to the end that the provisions of this Warrant
(including

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adjustments of the Exercise Price and the number and type of securities
purchasable pursuant to the terms of this Warrant) shall be applicable after
that event, as near as reasonably may be, in relation to any shares deliverable
after that event upon the exercise of this Warrant.


                            (B) REORGANIZATION - CHANGE IN CONTROL; TERMINATION
                                OF WARRANT

            Upon Reorganization during the Exercise Period, as a result of which
the shareholders of the Company receive cash, stock or other property in
exchange for their Warrant Shares and the holders of the Company's voting equity
securities immediately prior to such Reorganization together own less than a
majority interest of the voting equity securities of the successor corporation
following such Reorganization, the Holder shall be given notice of such proposed
action as provided in Section 7. The Holder may attend the meeting of the
Company's shareholders at which such action is considered and voted upon. If the
proposed action is approved according to applicable law by the shareholders of
all corporations or other entities that are parties to the proposed action, the
Holder shall be so notified in writing by the Company by registered or certified
mail at least 10 days before its effectiveness. Notwithstanding the period of
exercisability stated on the face of this Warrant, this Warrant shall become
forever null and void to the extent not exercised on or before 5:00 p.m.,
Pacific time, on the seventh day following the delivery of such notice; provided
that if the Reorganization does not close, this Warrant shall not terminate and
the Exercise Period shall continue as stated in this Warrant.


                        4.2 Adjustments for Stock Splits, Dividends.

            If the Company shall subdivide the number of outstanding shares of
the same class as the Warrant Shares into a greater number of shares, then the
Exercise Price in effect before such dividend or subdivision shall be
proportionately reduced and the number of Warrant Shares at that time issuable
pursuant to the exercise of this Warrant shall be proportionately increased;
and, conversely, if the Company shall contract the number of outstanding shares
of the same class as the Warrant Shares by combining such shares into a smaller
number of shares, then the Exercise Price in effect before such combination
shall be proportionately increased and the number Warrant Shares at that time
issuable pursuant to the exercise or conversion of this Warrant shall be
proportionately decreased. Each adjustment in the number of Warrant Shares
issuable shall be to the nearest whole share.


                        4.3 Certificate as to Adjustments.

            In the case of any adjustment in the Exercise Price or number and
type of securities issuable upon exercise of this Warrant, the Company will
promptly give written notice to the Holder in the form of a certificate,
certified and confirmed by an officer of the Company, setting forth the
adjustment in reasonable detail.


            5.          SECURITIES LAWS RESTRICTIONS; LEGEND ON WARRANT SHARES

                        5.1 Securities Laws Restrictions. This Warrant and the
securities issuable upon exercise have not been registered under the Securities
Act of 1933, as amended, or applicable state securities laws, and no interest
may be sold, distributed, assigned, offered,

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pledged or otherwise transferred unless (a) there is an effective registration
statement under such Act and applicable state securities laws covering any such
transaction involving said securities, (b) the Company receives an opinion of
legal counsel for the holder of the securities satisfactory to the Company
stating that such transaction is exempt from registration, or (c) the Company
otherwise satisfies itself that such transaction is exempt from registration.

                        5.2 Legend. A legend setting forth or referring to the
above restrictions shall be placed on this Warrant, any replacement and any
certificate representing the Warrant Shares, and a stop transfer order shall be
placed on the books of the Company and with any transfer agent until such
securities may be legally sold or otherwise transferred.


            6.          EXCHANGE OF WARRANT; LOST OR DAMAGED WARRANT CERTIFICATE

            This Warrant is exchangeable upon its surrender by the Holder at the
office of the Company. Upon receipt by the Company of satisfactory evidence of
the loss, theft, destruction or damage of this Warrant and either (in the case
of loss, theft or destruction) reasonable indemnification or (in the case of
damage) the surrender of this Warrant for cancellation, the Company will execute
and deliver to the Holder, without charge, but with adequate indemnity, a new
Warrant of like denomination.


            7.          NOTICES OF RECORD DATE, ETC.

            In the event of:

                            (a) any taking by the Company of a record of the
holders of Warrant Shares for the purpose of determining the holders who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right;

                            (b) any reorganization of the Company, any
reclassification or recapitalization of the capital structure of the Company, or
any transfer of all or substantially all the assets of the Company to, or
consolidation or merger of, the Company with or into any person;

                            (c) any voluntary or involuntary dissolution,
liquidation or winding-up of the Company;

                            (d) any proposed issue or grant by the Company to
the holders of Warrant Shares of any shares of any class or any other
securities, or any right or warrant to subscribe for, purchase or otherwise
acquire any units of any class or any other securities;

                            (e) the initial public offering of the Company's
shares; or

                            (f) any other event as to which the Company is
required to give notice to any holders of Warrant Shares,

then and in each such event the Company will mail to the Holder a notice
specifying (i) the date on which any such record is to be taken, (ii) the date
on which any such reorganization,

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reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as to which the holders of record of Warrant Shares or securities
into which the Warrant Shares are convertible shall be entitled to exchange
their shares for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, (iii) the amount and character
of any stock or other securities, or rights or warrants, proposed to be issued
or granted, the date of such proposed issue or grant and the persons or class of
persons to whom such proposed issue or grant is to be offered or made, and (iv)
in reasonable detail, the facts, including the proposed date, concerning any
other such event.

            8.          INVESTMENT INTENT

            By accepting this Warrant, the Holder represents that it is
acquiring this Warrant for investment and not with a view to, or for sale in
connection with, any distribution thereof.

            9.          MISCELLANEOUS

                        9.1 Holder as Owner.

            The Company may deem and treat the holder of record of this Warrant
as the absolute owner for all purposes regardless of any notice to the contrary.

                        9.2 No Shareholder Rights.

            This Warrant shall not entitle the Holder to any voting rights or
any other rights as a shareholder of the Company or to any other rights except
the rights stated herein; and no dividend or interest shall be payable or shall
accrue in respect of this Warrant or the Warrant Shares, until this Warrant is
exercised.

                        9.3 Notices.

            Unless otherwise provided, any notice under this Warrant shall be
given in writing and shall be deemed effectively given (a) upon personal
delivery to the party to be notified, (b) upon confirmation of receipt by fax by
the party to be notified, (c) one business day after deposit with a reputable
overnight courier, prepaid for overnight delivery and addressed as set forth in
(d), or (d) three days after deposit with the United States Post Office, postage
prepaid, registered or certified with return receipt requested and addressed to
the party to be notified at the address indicated below, or at such other
address as such party may designate by 5 days advance written notice to the
other party given in the foregoing manner.

            If to the Holder:       ________________________

                                    ________________________

                                    ________________________

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            If to the Company:      ImproveNet, Inc.
                                    10799 N. 90th Street, Suite 200
                                    Scottsdale, Arizona 85260
                                    Attn: Chief Executive Officer
                                    Fax: 480-346-3000

                        9.4 Amendments and Waivers.

            Any term of this Warrant may be amended and the observance of any
term may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and
the holders of Warrants to purchase a majority of the Warrant Shares. Any
amendment or waiver effected in accordance with this Section 9.4 shall be
binding on each future Holder and the Company.

                        9.5 Governing Law; Jurisdiction; Venue.

            This Warrant shall be governed by and construed under the laws of
the state of Arizona without regard to principles of conflicts of law.

                        9.6 Successors and Assigns; Transfer.

            The terms and conditions of this Warrant shall inure to the benefit
of and be binding on the respective successors and assigns of the parties. This
Warrant may not be transferred or assigned without the consent of the Company,
which shall not be unreasonably withheld.

            IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                                       IMPROVENET, INC.



                                       By:
                                           -------------------------------------

                                       Name: Jeffrey I. Rassas

                                       Title: CEO




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                                    EXHIBIT A
                               NOTICE OF EXERCISE


To: ImproveNet, Inc.

            The undersigned hereby irrevocably elects to purchase ___________
shares of Common Stock of ImproveNet, Inc. (the "COMPANY"), issuable upon the
exercise of the attached Warrant and requests that certificates for such shares
be issued in the name of and delivered to the address of the undersigned stated
below and, if said number of shares shall not be all the shares that may be
purchased pursuant to the attached Warrant, that a new Warrant evidencing the
right to purchase the balance of such shares be registered in the name of, and
delivered to, the undersigned at the address stated below. The undersigned
agrees with and represents to the Company that said shares are acquired for the
account of the undersigned for investment and not with a view to, or for sale in
connection with, any distribution or public offering within the meaning of the
Securities Act of 1933, as amended.

            Payment enclosed in the amount of $______________.

            Dated: ________________

            Name of Holder of Warrant:
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                                                     (Please print)
            Address:
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            Signature:
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                                   ASSIGNMENT

            For value received the undersigned sells, assigns and transfers to
the transferee named below the attached Warrant, together with all right, title
and interest, and does irrevocably constitute and appoint the transfer agent of
ImproveNet, Inc. (the "COMPANY") as the undersigned's attorney, to transfer said
Warrant on the books of the Company, with full power of substitution in the
premises.

            Dated: __________________________

            Name of Holder of Warrant: _________________________________________
                                                  (Please print)

            Address: ___________________________________________________________

            Signature of Holder of Warrant: ____________________________________

            Name of Transferee: ________________________________________________
                                                (Please print)
            Address of Transferee: _____________________________________________

            Signature of Transferee: ___________________________________________