EXHIBIT 10.1
                                                                    ------------

                                ImproveNet, Inc.

                               Indemnity Agreement

            This Indemnity Agreement ("Agreement") is made as of November 9,
2004 between ImproveNet, Inc., a Delaware corporation ("IMPV") with its
principal offices located at 10799 N. 90th Street, Suite 200, Scottsdale, AZ
85260, and Jeffrey I. Rassas, Homayoon J. Farsi, and Naser Ahmad (the
"Indemnified Parties"), individual residents of the State of Arizona with
offices located at 10799 N. 90th Street, Suite 200, Scottsdale, AZ 85260.

WHEREAS, the Indemnified Parties are officers, directors and/or shareholders of
IMPV;

WHEREAS, the regular business activities of IMPV require or permit that it pay
many of its obligations and liabilities to vendors using a readily accepted
credit card;

WHEREAS, such credit card accounts and their associated lines of credit are not
generally available to corporations without personal guarantees;

WHEREAS, IMPV has not secured personal guarantees necessary to open a credit
card account;

WHEREAS, from time to time, the Indemnified Parties will utilize their personal
credit card accounts to make vendor payments for obligations and liabilities of
IMPV and request reimbursement for such payments; and

WHEREAS, to provide assurances to the Indemnified Parties that reimbursement
will be made by IMPV for payments made for obligations and liabilities of IMPV,
the parties desire to enter into this Agreement.

            NOW THEREFORE, for and in consideration of the premises and the
mutual covenants contained herein, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:

1. IMPV hereby indemnifies and holds the Indemnified Parties harmless from any
and all claims, suits, actions, liability, losses, costs and/or expenses
associated, in any manner whatsoever, with the use or charging of personal
credit card accounts of the Indemnified Parties in transacting IMPV's business.

2. IMPV hereby agrees to assume the liability for all unpaid amounts incurred by
the Indemnified Parties on their respective credit card accounts for obligations
or liabilities of IMPV.

3. IMPV agrees to and does hereby make assurances to the Indemnified Parties
that the amounts charged on such credit card accounts are paid promptly so as
not to adversely impact the credit rating and/or credit history of the
Indemnified Parties.

4. This Indemnity Agreement shall be governed by the laws of the State of
Arizona without regard to principles of conflicts of law.

                       [Signatures on the Following Page]
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            IN WITNESS WHEREOF, the parties hereto have caused this Indemnity
Agreement to be signed as of the date first written above.

IMPV                                          INDEMNIFIED PARTIES

ImproveNet, Inc.


By:/s/ James R. Schroepfer                    /s/ Jeffrey I. Rassas
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James R. Schroepfer,                          Jeffrey I. Rassas
Chief Financial Officer


                                              /s/ Homayoon J. Farsi
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                                              Homayoon J. Farsi

                                              /s/ Naser Ahmad
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                                              Naser Ahmad