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                                                                    Exhibit 31.2

CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934 RULES 13A-15 AND
15D-15. (5)

I, Thomas A. Cifelli, the Chief Financial Officer of ImproveNet, Inc. ("the
Company"), certify that:

    1.  I have reviewed this quarterly report on Form 10-QSB of ImproveNet, Inc;

    2.  Based on my knowledge, this quarterly report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this quarterly report;

    3.  Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly presents in all
        material respect the financial condition, results of operations and cash
        flows of the registrants as of, and for, the periods presented in this
        quarterly report;

    4.  The registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and
        have:

           a.  Designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period for which this
               quarterly report is being prepared;

           b.  Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report ("Evaluation Date"); and

           c.  Presented in this quarterly report our conclusions about he
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

    5.  The registrant's other certifying officer an I have disclosed, abased on
        our most recent evaluation, to the registrant's auditors and the audit
        committee of the registrant's board of directors (or persons performing
        the equivalent functions):

           a.  All significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

           b.  Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

    6.  The registrant's other certifying officers and I have indicated in the
        quarterly report whether there were significant changes in internal
        controls or in other factors that could significantly affect internal
        controls subsequent to the date of our most recent evaluation, including
        any corrective actions with regard to significant deficiencies and
        material weaknesses.


Dated: November 13, 2003


                                            /s/Thomas A. Cifelli
                                            ------------------------------------
                                            Thomas A. Cifelli
                                            Chief Financial Officer