**Exhibit 10.36**

**IMPROVENET,INC.**

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**STOCKREPURCHASE AGREEMENT**

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**IMPROVENET, INC.**

**STOCKREPURCHASE AGREEMENT**

**This Stock Repurchase Agreement** is made as of the 12th day of July, 2001(the “***Effective Date***”)by and among **ImproveNet, Inc.,** a Delaware corporation(the “***Company***”),and Ronald B. Cooper (the “***Seller***”).

**                Whereas,** the Seller was granted an option topurchase 577,102 shares of the Common Stock of the Company (the “Option”);

**Whereas,** the Seller exercised the Option with respect to400,000 shares of the Common Stock of the Company (the “Shares”);

**                Whereas,** the Seller has executed non-recoursepromissory notes in favor of the Company in the principal amount of $1,500,000,which notes are secured in part by the Shares;

**Whereas,** the Seller desires to sell 400,000 shares of theCommon Stock of the Company as herein described, on the terms and conditionshereinafter set forth; and

**                Whereas,**the Company desires to purchase 400,000shares of the Common Stock of the Company on the terms and conditionshereinafter set forth.

The parties herebyagree as follows:

**1.             Terms of the****Repurchase**

**1.1          The Repurchase**.  Subject to the terms of this Agreement,Seller agrees to sell to the Company 400,000 shares of the Company’s commonstock (the “Shares”) in consideration for the cancellation by the Company ofnon-recourse promissory notes of the Seller for an aggregate principal amountof $1,500,000 plus accrued interest of $129,954 thereon (the “Notes”).

**2.             TheClosing**

**2.1          ClosingDate.** The closing of the purchase and sale of the Shares (the “***Closing***”) shall beheld on the Effective Date, or at such other time as the Company and the Sellershall agree (the “***Closing Date***”).

**2.2          Delivery.**  At the Closing (i) the Seller willdeliver to the Company a stock certificate or certificates representing theShares duly endorsed for transfer; and (ii) the Company will deliver tothe Seller the cancelled Notes.

**3.             Representations,Warranties and Covenants of the Company**

The Company herebyrepresents and warrants to the Seller as follows:

**3.1          Corporate****Power**.  The Company will have at the Closing Dateall requisite corporate power to execute and deliver this Agreement and tocarry out and perform its obligations under the terms of this Agreement.

**3.2          Authorization.**  All corporate action on the part of theCompany, its directors and its shareholders necessary for the authorization,execution, delivery and performance of this Agreement by the Company and theperformance of the Company’s obligations hereunder, including the cancellationof the Notes has been taken.  ThisAgreement shall constitute a valid and binding obligation of the Companyenforceable in accordance with its terms.

**3.3          Ownership.**  The Company is the sole legal and beneficial owner ofthe Notes, and no other person has any interest in such Notes.

**3.4          NoConsents.**  No consent, authorization, approval, order,license, certificate or permit or act of or from, or declaration or filingwith, any foreign, federal, state, local or other governmental authority orregulatory body or any court or other tribunal or any party to any contract,agreement, instrument, lease or license to which the Company is a party or towhich the Company is subject that is required for the execution, delivery orperformance by the Company of this Agreement or any of the other agreements,instruments and documents being or to be executed and delivered hereunder or inconnection herewith or for the consummation of the transactions contemplatedhereby.

**4.             Representationsand Warranties of the****Seller**

**4.1          Ownership.** Seller represents and warrants that he is the solelegal and beneficial owner of the Shares, and that no other person has anyinterest in such Shares.

**4.2          NoConsents.** No consent, authorization, approval, order, license, certificate orpermit or act of or from, or declaration or filing with, any foreign, federal,state, local or other governmental authority or regulatory body or any court orother tribunal or any party to any contract, agreement, instrument, lease orlicense to which the Seller is a party or to which the Seller is subject thatis required for the execution, delivery or performance by the Seller of thisAgreement or any of the other agreements, instruments and documents being or tobe executed and delivered hereunder or in connection herewith or for theconsummation of the transactions contemplated hereby.

**4.3          FurtherAssurances.** Seller agrees and covenants that at any time and from time to time itwill promptly execute and deliver to the Company such further instruments anddocuments and take such further action as the Company may reasonably require inorder to carry out the full intent and purpose of this Agreement.

**5.             Miscellaneous**

**5.1          Binding****Agreement**.  The terms and conditions of this Agreementshall inure to the benefit of and be binding upon the respective successors andassigns of the parties.  Nothing in thisAgreement, expressed or implied, is intended to confer upon any third party anyrights, remedies, obligations, or liabilities under or by reason of thisAgreement, except as expressly provided in this Agreement.

**5.2          Governing Law.**  This Agreement shall be governed by andconstrued under the laws of the State of California as applied to agreementsamong California residents, made and to be performed entirely within the Stateof California.

**5.3          Counterparts.**  This Agreement may be executed in two ormore counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

**5.4          Expenses. **Each party will bear its respectiveexpenses and legal fees incurred with respect to this Agreement, and thetransactions contemplated hereby.

**5.5          IndependentCounsel. **Selleracknowledges that this Agreement has been prepared on behalf of the Company byCooley Godward llp, counsel tothe Company and that Cooley Godward llpdoes not represent, and is not acting on behalf of, Seller.  Seller has been provided with an opportunityto consult with Seller's own counsel with respect to this Agreement.

**5.6          Titles andSubtitles**. The titles and subtitles used in this Agreement are used for convenienceonly and are not to be considered in construing or interpreting this Agreement.

**5.7          Notices.**All notices required or permitted hereunder shall be in writing and shall bedeemed effectively given: (a) upon personal delivery to the party to benotified, (b) when sent by confirmed telex or facsimile if sent duringnormal business hours of the recipient, if not, then on the next business day,(c) five (5) days after having been sent by registered or certified mail,return receipt requested, postage prepaid, or (d) one (1) day afterdeposit with a nationally recognized overnight courier, specifying next daydelivery, with written verification of receipt.  All communications shall be sent to the Company at 1286 OddstadDrive, Redwood City, CA  94063 and toSeller at 1286 Oddstad Drive, Redwood City, CA 94063 or at such other address as the Company or Seller may designate byten (10) days advance written notice to the other parties hereto.

**5.8          Modification; Waiver**.  No modification or waiver of any provisionof this Agreement or consent to departure therefrom shall be effective unlessin writing and approved by the Company and the Seller.

**5.9          EntireAgreement.**  This Agreement and the Exhibits heretoconstitute the full and entire understanding and agreement between the partieswith regard to the subjects hereof and no party shall be liable or bound to anyother party in any manner by any representations, warranties, covenants andagreements except as specifically set forth herein.

**In WitnessWhereof,**theparties have executed this **Stock Repurchase Agreement**as of the date first written above.
|   | **COMPANY:**         |
|--------|----------------------|
|   |                 |
|   | **ImproveNet, Inc.** |
|   | By:                  | /s/ Robert L. Stevens |
|   | Title:               | Director |
|   |                 |
|   | **Ronald B. Cooper** |
|   | /s/ Ronald B. Cooper |
|   | Signature            |