EXHIBIT 2.5

                               AMENDMENT NO. 2 TO
                          AGREEMENT AND PLAN OF MERGER

     This Amendment No. 2 to Agreement and Plan of Merger (this "Amendment')
dated as of November 12, 2002, is made by and among IMPROVENET, INC., a Delaware
corporation ("IMPV"), ETECHLOGIX, INC., an Arizona corporation ("ETECH"), ETECH
ACQUISITION, INC., an Arizona corporation and a wholly owned subsidiary of IMPV
("Merger Sub").

                              PRELIMINARY STATEMENT

     A. This Amendment is made with reference to the Agreement and Plan of
Merger, dated as of July 30, 2002, as amended on October 1, 2002 (the "Merger
Agreement"), between IMPV, ETECH and Merger Sub (collectively, the "Parties").
Capitalized terms used herein shall have the same meanings ascribed to them in
the Merger Agreement.

     B. The Parties have agreed to change the terms of the Merger Agreement so
that the occurrence of the Effective Time prior to the expiration of the twenty
(20) business day period during which IMPV will offer to repurchase the
outstanding Buyback Interests of IMPV in connection with the Share Buyback is a
condition to the obligations of IMPV to purchase and pay for Buyback Interests
in the Share Buyback. The parties have further agreed that the current directors
of IMPV will remain on the Board of Directors of IMPV until the Buyback Price
has been paid to all holders of Buyback Interests who properly tender their
Buyback Interests in the Share Buyback so that the directors may personally
direct the fulfillment by IMPV of its obligations with respect to the Share
Buyback. In accordance with Section 9.1 of the Merger Agreement, the Parties
have agreed to amend and modify the Merger Agreement as set forth below.

                                    AMENDMENT

     In consideration of the premises, and of the mutual agreements made herein,
and for other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged by each Party, the Parties agree as follows:

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     1.   Sections 1.2(b), 1.2(c), 1.2(d) and 1.2(e) of the Merger Agreement are
hereby amended and restated to read in their entirety as follows:

          "(b)  CLOSING  DELIVERIES.  At  Closing,  (i) IMPV and ETECH
          shall each  deliver any  undelivered  items of the items set
          forth in Section 8, (ii) ETECH shall  deliver  the  $250,000
          balance  of the New  Capital  (as  defined  below) and those
          funds  and  the  $250,000  previously   deposited  by  ETECH
          pursuant to Section  2.3(a) shall be paid to American  Stock
          Transfer  & Trust  Company  (the  "DEPOSITARY"),  (iii) IMPV
          shall irrevocably pay cash in an amount which, when added to
          the  $500,000  referred to above,  will equal the  aggregate
          Buyback Price which would be payable in the Share Buyback if
          all Buyback Interests, other than those held by the New IMPV
          Shareholders  (as defined  below),  were tendered,  and (iv)
          IMPV and ETECH  shall  have  delivered  mutually  acceptable
          instructions to the Depositary  meeting the  requirements of
          this  Section  1.2(b).  The  funds  paid  to the  Depositary
          pursuant to items (ii) and (iii) shall be referred to herein
          as  the   "ESCROWED   FUNDS."  ETECH  and  IMPV  shall  give
          irrevocable  instructions  to the  Depositary  to  hold  the
          Escrowed  Funds  in  escrow  for the  exclusive  benefit  of
          tendering holders of Buyback Interests and for the exclusive
          purpose  of  paying  the  Buyback  Price  to  such  holders.
          Arrangements  satisfactory  to IMPV and ETECH  shall be made
          with the  Depositary so that the  Depositary is  irrevocably
          bound to hold the Escrowed Funds in escrow for the exclusive
          benefit of tendering  holders of Buyback  Interests,  to pay
          the Buyback  Price to such holders  from the Escrowed  Funds
          and to return to IMPV as soon as  possible  and in any event
          within two (2) business  days any portion or portions of the
          Escrowed  Funds  which  will  not be  required  to fund  the
          payment of the Buyback Price to tendering holders of Buyback
          Interests  whenever the Depositary is able to determine that
          such portion or portions of the  Escrowed  Funds will not be
          so required. The arrangements shall provide, for the benefit
          of  tendering  holders  of  Buyback   Interests,   that  the
          Depositary  may not return any of the Escrowed Funds to IMPV
          other  than as  required  above  unless  the  Depositary  is
          instructed  to do so by a  writing  signed  by both IMPV and
          Ronald B.  Cooper.  IMPV shall become the owner of the funds
          transferred pursuant to item (ii) above when the Articles of
          Merger are filed with the  Arizona  Corporation  Commission,
          but not before. If the Articles of Merger are not filed with
          the Arizona  Corporation  Commission within 30 days from the
          date of the Closing,  ETECH and IMPV shall  provide  written
          instructions to the Depositary, signed by them and by Ronald
          B. Cooper,  directing the  Depositary to return the Escrowed

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          Funds by wire to the bank  accounts  from  which  they  were
          transferred to the Depositary.

          (c) EFFECTIVE TIME. Upon (i) confirmation of receipt by IMPV
          of the $250,000 balance of the New Capital,  and (ii) IMPV's
          receipt of evidence  reasonably  satisfactory to it that the
          Escrowed  Funds have been  received  by the  Depositary  and
          escrow  arrangements  with the Depositary  have been made as
          required by Section 1.2(b), IMPV shall cause the Articles of
          Merger to be filed with the Arizona Corporation Commission.

          (d) SHARE  BUYBACK.  Once the  Articles  of Merger have been
          filed,  IMPV shall be irrevocably  obligated to complete the
          Share Buyback and to pay the BuyBack Price to all holders of
          Buyback   Interests  who  tender  their  Buyback   Interests
          pursuant to the terms of the Share Buyback as such terms are
          in effect immediately prior to the filing of the Articles of
          Merger.  The persons who hold Buyback Interests  immediately
          prior to the  filing of the  Articles  of  Merger  are third
          party  beneficiaries  of this  Agreement with respect to the
          obligations  of IMPV under the  preceding  sentence  and may
          exercise any and all remedies available under applicable law
          to enforce such obligations.

          (e)  RECONSTITUTION OF THE BOARD OF DIRECTORS.  Upon written
          confirmation  to IMPV and ETECH that (i) the  Depositary has
          paid the Buyback  Price to all holders of Buyback  Interests
          who have been determined to have properly  tendered  Buyback
          Interests in the Share  Buyback and (ii) with respect to any
          holders of Buyback  Interests with respect to which there is
          a dispute  concerning  whether a proper tender has been made
          or with  respect to which the only  condition  to payment of
          the Buyback  Price is the  delivery  of a share  certificate
          pursuant  to a  properly  executed  and  tendered  Notice of
          Guaranteed Delivery,  the Depositary is holding a sufficient
          amount of the Escrowed Funds which is irrevocably  dedicated
          to be applied to payment to such  holders to the extent that
          it may ultimately be determined  that payment should be made
          to them (the receipt of which confirmation shall be referred
          to  herein  as  the  "BUYBACK  CLOSING"),   the  letters  of
          resignation  described in Section 2.1 shall become effective
          and  the  Board  of  Directors  shall  be  reconstituted  as
          described in Section 2.1.

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     2.   Section 2.2(d) of the Merger Agreement is hereby amended and restated
to read in its entirety as follows:

          (d)  Notwithstanding  anything  to  the  contrary  contained
          herein,  the Buyback Closing is expressly  conditioned  upon
          the Closing of this Agreement  having  occurred prior to the
          expiration of the tender offer related to the Share Buyback,
          and the Closing of this  Agreement is expressly  conditioned
          upon the commencement of such tender offer.

     3.   The second sentence of Section 2.3(b) of the Merger Agreement is
hereby amended and restated to read in its entirety as follows:

          "Funding of the final $250,000 of the New Capital is
          expressly conditioned upon the Closing of the Agreement."

     4.   Section 7.1(b) of the Merger Agreement is hereby amended and restated
to read in its entirety as follows:

          "(d) The tender offer related to the Share Buyback shall
          have commenced;"

     5.   Section 7.1(o) of the Merger Agreement is hereby amended and restated
to read in its entirety as follows:

          "(o) IMPV shall have immediately available for payment to
          the Depositary the full amount of the Escrowed Funds, less
          the $250,000 balance of the New Capital."

     In witness whereof, this Amendment No. 2 to the Merger Agreement is
executed by IMPV, ETECH and Merger Sub as of the date first set forth above.


                                        IMPV:

                                        IMPROVENET, INC.


                                        By: ____________________________________
                                            Ronald B. Cooper
                                            Chairman

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                                        MERGER SUB:

                                        ETECH ACQUISITION, INC.


                                        By: ____________________________________
                                            Ronald B. Cooper, President


                                        ETECH:

                                        ETECHLOGIX, INC.


                                        By: ____________________________________
                                            Jeffrey I. Rassas, CEO


                                        By: ____________________________________
                                            Homey J. Farsi, President

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