EXHIBIT 14
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                                 CODE OF ETHICS
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ImproveNet, Inc. is committed to conducting its business in accordance with the
highest ethical standards. It is the policy of ImproveNet, Inc. and each of its
subsidiaries (collectively and separately referred to herein as "the Company")
to conduct its business fairly, ethically, and in a fashion that complies with
applicable laws, regulations, and government requirements. All conduct
inconsistent with this policy is prohibited. This Code of Ethics requires not
only the avoidance of misconduct, but also the avoidance of acts or omissions
that give the appearance of misconduct. Company directors, officers, employees,
and representatives shall not enter into any activity or incur any expense or
liability which would compromise our commitment to these high standards. Failure
to comply with this Code of Ethics by an officer or employee will subject the
officer or employee to disciplinary action, up to and including termination of
employment. Any failure by a director to comply with this Code of Ethics shall
be reported to the Company's Board of Directors for review, and the committee
shall make a recommendation to the board of directors on appropriate action,
which may include removal from the board of directors.

This Code of Ethics is designed to deter wrongful behavior and to promote:

1.  honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;

2.  fair, full, accurate, timely and understandable disclosure in reports and
documents that a registrant files with, or submits to, the Securities and
Exchange Commission and in other public communications made by the registrant;

3.  compliance with applicable governmental laws, rules and regulations;

4.  the prompt internal reporting to an appropriate person or persons identified
in the Code of violations of the Code; and

5.  accountability for adherence to the Code.

It is not possible to enumerate all of the situations which could result in an
actual or apparent violation of this policy. However, the following areas are of
particular concern to the Company with respect to the ethical conduct of the
Company's business. These principles must be interpreted using good judgment and
common sense. Employees and officers are encouraged to discuss questions or
concerns relating to this Code of Ethics with their supervisors, other members
of management or the outside and independent Board member designated to
entertain issues regarding the Code of Ethics, while directors should direct
their questions and concerns to the Board of Directors.

CONFLICTS OF INTEREST. Any direct or indirect conflict of interest between a
director, officer, or employee and the Company is prohibited, unless
specifically consented to by the Company. A director, officer, or employee has a
conflict of interest if, in the course of his or her duties for the Company, his
or her judgment and discretion is or may be influenced by considerations of
personal gain or benefit, or gain or benefit to a third party other than the
Company. All business decisions for the Company should be based upon what a
director, officer, or employee honestly believes to be in the best interests of
the Company and in the long term interest of its stockholders. Potential
conflicts of interest should be immediately reported by directors to the Board
of Directors and by officers and employees notifying their supervisors of the
potential conflict so that an appropriate determination can be made as to
whether or not a conflict exists and what remedial action, if any, should be
taken.

PROTECTION OF CORPORATE OPPORTUNITIES. Directors, officers, and employees are
prohibited from (a) taking for themselves personally opportunities that are
discovered through the use of corporate property, information, or position; (b)
using corporate property, information, or position for personal gain; and (c)
competing with the Company; unless such opportunity has been rejected by the
Company and the person would not be prohibited from taking advantage of the
opportunity by any other Company policy.
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FAIR DEALING. The Company is committed to conducting its business fairly and in
accordance with the highest ethical standards. No director, officer, or employee
is authorized to use unfair techniques, such as misrepresentation of material
facts or improper concealment of business information to gain a business
advantage. Additionally, no director, officer, or employee or representative of
the Company shall offer or accept a bribe, kickback, or improper favor in order
to secure a business advantage.

CONFIDENTIAL INFORMATION. During and after employment by or service with the
Company, directors, officers, and employees shall not divulge to third parties,
or appropriate to their own use, or to the use of others, any confidential
information obtained during employment or service for the Company. The term
"confidential information" as used in this policy includes but is not limited to
trade secrets, technical materials and information, geological and geophysical
information, reserve data, prospect data, maps, logs, bid data, transaction
information, processes, technology, compilations of information, engineering
information, financial information, or specifications that are used in the
operation of the Company's business or that may eventually be used in the
operation of the Company's business, and other information relating to the
Company's business that is not public knowledge.

PROTECTION OF AND PROPER USE OF COMPANY ASSETS. Use or access to Company
property for any unlawful or improper purpose is strictly prohibited. This
prohibition includes any use that is unlawful or improper under applicable law
or ethical standards, regardless of the practices of other companies or
individuals. As part of this obligation, officers and employees shall follow
Company procedures to ensure that business transactions are consistently
executed, recorded, and reported in such a manner as to allow the Company to
accurately compile and report its financial statements. Additionally, all
transaction records shall be preserved for the appropriate amount of time in
accordance with Company policy.

COMPLIANCE WITH LAWS, RULES, AND REGULATIONS. It is the Company's policy to
conduct its business in accordance with all applicable laws, rules, regulations,
and government requirements. Each director, officer, and employee of the Company
is responsible for familiarizing himself or herself with the laws, rules,
regulations, and government requirements applicable to his responsibilities
within the Company.

REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR. It is the direct responsibility of
each officer or employee of the Company to report promptly any actual,
attempted, or apparent violation of laws, rules, regulations, or this Code of
Ethics. In the event that a violation is observed by, responsibly reported to,
or is indicated by records or other information of which the officer or employee
becomes aware, the person should report the event to the outside and independent
Board member designated to entertain issues regarding the Code of Ethics. Any
concerns regarding accounting, internal accounting controls, or auditing matters
may be reported to the Audit Committee of the Board of Directors through the
Company's procedures for such reporting. Officers and employees should always
keep in mind that the Company supports the good faith reporting and
investigation of potential violations of this Code of Ethics.

In no event will the Company take or threaten any action against an officer or
employee for making a complaint or disclosing information in good faith.
Retaliation or retribution against any officer or employee who in good faith
reports a violation pursuant to this Code of Ethics is cause for disciplinary
action, up to and including termination of employment.

ENFORCEMENT. Each responsible manager will be responsible for enforcement of the
Code of Ethics, in coordination with the Company's General Counsel and Human
Resources Department. Disciplinary actions with regard to officers and employees
of the Company will be implemented by the Human Resources Department in
accordance with the Company's disciplinary procedures. Under certain
circumstances, violation of this Code of Ethics may also result in referral for
civil action or criminal prosecution.

WAIVERS. The Company does not approve of the types of conduct prohibited by this
Code of Ethics and would rarely grant exceptions to its application. Any waiver
of this Code of Ethics for a director or executive officer of the Company must
be approved by the Board of Directors and the full board, with a majority of the
members of the Board of Directors voting to approve the waiver being directors
who are disinterested, as defined by applicable law, with respect to the matter
giving rise to the need for a waiver. Any waiver of the Code of Ethics approved
for a director or executive officer will be promptly disclosed to the Company's
stockholders in a form 8-K within five days of the waiver and in any other
appropriate manner, as provided for by applicable law, regulations or listing
standards. Any waiver of the Code of Ethics for an employee who is not an
executive officer may be approved by the CEO, his designee, or pursuant to
policies and procedures approved by the CEO.