Agreement - ImproveNet Inc. and CompleteHome Operations Inc.


                                    AGREEMENT

THIS AGREEMENT ('Agreement') is made and entered into as of the later of the 
two signature dates below (the 'Effective Date') by and between IMPROVENET, 
INC. ('ImproveNet'), a Delaware, U.S.A. corporation, and COMPLETEHOME 
OPERATIONS, INC. ('CompleteHome'), a Delaware, U.S.A. corporation.

BACKGROUND

ImproveNet is an Internet-based home improvement market maker in the United 
States for contractors, homeowners and suppliers of goods and services 
related to home improvement. ImproveNet provides an Interact-based contractor 
matching service pursuant to which it screens and qualifies both contractors 
and homeowner leads and matches appropriate and interested contractors to 
homeowners seeking to have home improvement projects performed. ImproveNet 
also provides other informational services to homeowners and contractors as 
well as promotional and advertising services to suppliers via its Internet 
sites.

CompleteHome is the owner and operator of an Internet-based real estate 
portal, known as CompleteHome.com and is engaged, inter alia, in the business 
of providing online advertising and certain other promotional activities 
associated with residential real estate and real estate-related services.

CompleteHome is interested in having ImproveNet provide certain contractor 
matching, informational, promotional and advertising services for the 
CompleteHome Site (as defined below), and ImproveNet is willing to provide 
such services for CompleteHome, all in accordance with the terms and 
conditions set forth below.

In consideration of the mutual promises set forth below and other good and 
valuable consideration, the value and sufficiency of which are hereby 
acknowledged, the parties hereby agree as follows:

1.       DEFINITIONS

         1.1 'ADVERTISING RECURRING FEES' shall mean 50% of the Advertising 
Shared Revenue.

         1.2 'ADVERTISING SHARED REVENUE' shall mean the aggregate of all 
advertising, sponsorship or promotional activity revenue generated from 
activity on the Co-Branded Site.

         1.3 'AGGREGATE RECURRING FEES' shall mean, collectively, the General 
Recurring Fees and the Advertising Recurring Fees.

                                                                   CONFIDENTIAL

                                         1



         1.4 'AGGREGATE SHARED REVENUE' shall mean the aggregate of all 
General Shared Revenue and all Advertising Shared Revenue from the Effective 
Date through the date of calculation,

         1.5 'ANNUAL MINIMUM GENERAL FEE' shall mean a minimum per annum 
General Recurring Fee of $1,500,000 for the first Contract Year, $2,000,000 
for the second Contract Year, and $2,500,000 for the third Contract Year and 
any partial Contract Year thereafter during the Term.

         1.6 'AVAILABILITY DATE' shall mean the first date on which the 
CompleteHome Site contains a hyperlink to the Co-Branded Site as contemplated 
by this Agreement.

         1.7 'BRANDS' shall mean, collectively, Century 21 Real Estate 
Corporation, Coldwell Banker Real Estate Corporation and ERA Franchise 
Systems, Inc., the franchisors, respectively, of the CENTURY 21-Registered 
Trademark-, COLDWELL BANKER-Registered Trademark- and ERA-Registered 
Trademark- real estate brokerage franchise systems.

         1.8 'BUSINESS DAY' shall mean every day other than Saturdays, 
Sundays and legal holidays in the State of California.

         1.9 'CLAIMS' shall mean claims, demands, costs, liabilities, losses, 
expenses and damages (including without limitation reasonable attorneys' fees)

         1.10 'CO-BRANDED SITE' shall mean, collectively, the Limited 
Co-Branded Site and the Full Co-Branded Site.

         1.11 'COMPLETEHOME SITE' shall mean the Internet portal operated and 
maintained by or on behalf of CompleteHome through which various real estate 
related products and/or services are offered to the public, currently located 
on the Interact at http://www.completehome.com (including any portions, 
future versions, upgrades, successors and replacements thereof, including any 
and all other means of electronic delivery now or hereafter known).

         1.12 'COMPLETEHOME USERS' shall mean users of the Co-Branded Site, 
the ImproveNet Site or services provided by ImproveNet, who by virtue of 
having come to the Co-Branded Site or the ImproveNet Site through links with 
the CompleteHome Site or Related Sites are tracked by Cookies established by 
ImproveNet in accordance with its obligations under Section 2.2(c) hereof. A 
user of the ImproveNet Site shall be deemed to be a CompletaHome User if the 
user's computer contains a Cookie identifying it as a CompleteHome User and 
there is no more recently dated Cookie identifying such User to a different 
party with whom ImproveNet then has a contractual obligation to track users 
coming to the ImproveNet Site from such other party's Web site(s). In 
addition, if a user with a Cookie identifying it as a CompleteHome User 
clicks through to the ImproveNet Site through banner advertising or other 
links appearing on any Web site other than the CompleteHome Site or the 
Related Sites, business transacted on that visit will not be

                                                                   CONFIDENTIAL

                                    2.



counted as activity of the CompleteHome User for purposes of calculating 
General Shared Revenue, but any future access by such user to the ImproveNet 
Site not coming through a connection from such other Web sites shall be 
counted as activity of the CompleteHome User for such revenue sharing 
calculations. Notwithstanding the foregoing, all visits by users to the 
Co-Branded Site and all business transacted by such users on the Co-Branded 
Site shall count as activity of CompleteHome Users.

         1.13 'CONFIDENTIAL INFORMATION' shall mean confidential or 
proprietary reformation of a party to which the other party is providing 
access which has been so marked or so identified by the disclosing party at 
the tune of disclosure, subject to the limitations set forth in Section 7.2 
hereof.

         1.14 'COOKIE' shall mean the mechanism through which information 
regarding a user of a particular Web site is gathered, which shall include 
the current technology of putting an electronic label on the computer of such 
user as well as future technologies reasonably available during the Term to 
the extent such technologies will improve the ability of ImproveNet to meet 
the Tracking Requirements.

         1.15 'CONTRACT YEAR' shall mean a period consisting of twelve 
consecutive full calendar months, provided, however, that the first Contract 
Year shall mean that period commencing on the Availability Date and ending on 
the data which is the end of the twelfth full calendar month succeeding the 
Availability Date and the last Contract Year shall consist of any partial 
year remaining in the term of this Agreement after the expiration of the 
preceding Contract Year.

         1.16 'CUSTOMER INFORMATION' shall mean the information regarding 
CompleteHome Users collected by ImproveNet as part of the process of such 
CompleteHome Users' accessing and navigating the Co-Branded Site or the 
ImproveNet Site and utilizing the services provided thereby, and shall 
include the additional information required in accordance with Section 
2.2(c)(2) hereof.

         1.17 'DEVELOPMENT OBLIGATION' shall mean the obligation of 
ImproveNet to develop the Full Co-Branded Site in accordance with the 
Specification and the Tracking Requirements (subject to the limitations set 
forth in Section 2.2(c) hereof) and to put such site into operation.

         1.18 'FIRST DELIVERY PERIOD' shall mean a period of fifty six (56) 
days after the delivery of the Specification without counting in such period 
any elapsed time attributable to CompleteHome's review periods or any delay 
caused by changes to the Specification required by CompleteHome after the 
initial delivery of the Specification or other delay caused by CompleteHome.

         1.19 'FULL CO-BRANDED SITE' shall mean a version of the ImproveNet 
Site operated on the ImproveNet servers which is developed in accordance with 
the Specification and which shall have its own URL.


                                                                   CONFIDENTIAL

                                    3.



         1.20 'GENERAL RECURRING FEES' shall mean 25% of the Shared General 
Revenue until such time as the Aggregate Shared Revenue exceeds $2 million, 
and 30% of the General Shared Revenue thereafter, subject to adjustment in 
accordance with Section 4.1 (c)(2).

         1.21 'GENERAL SHARED REVENUE' shall mean all gross collected 
revenues generated by ImproveNet from all of the following sources, through 
CompleteHome Users:

                  (1) Contractor Lead Fees (currently $10/lead accepted by
                  contractors) 
                  (2) Completed Job Revenue 
                  (3) Product Showcase & Design Gallery Integration 
                  (4) Brochure Showcases 
                  (5) SmartLeads Emails 
                  (6) Category Message Boards 
                  (7) Contractor sign-up fees 
                  (8) Advertising, sponsorship or promotional 
                  activity revenue realized by ImproveNet for activity on
                  IanproveNet sites other than the Co-Branded Site from
                  advertising sold by CompleteHome.

         1.22 'IMAGE' shall mean a mock-up image of the Limited Co-Branded 
Site prepared by CompleteHome.

         1.23 'IMPROVENET SITE' shall mean the Web site operated by or for 
ImproveNet, currently located on the Interact at http://www.improvenet.com, 
as modified from time to time to comply with the provisions of this 
Agreement, and future versions, upgrades, successors and replacements thereof.

         1.24     'LATE DELIVERY FEE' shall mean an amount equal to $750,000.

         1.25 'LEGAL LANGUAGE' shall mean disclaimers, privacy policies or 
other legal concerns addressed in designated sections of the Co-Branded Site.

         1.26 'LIMITED CO-BRANDED SITE' shall mean a version of the 
ImproveNet Site operated on the ImproveNet servers with the CompleteHome logo 
and branding at the top of every page and a CompleteHome logo hyperlink 
consistent with the Image.

         1.27 'RELATED SITES' shall mean Web sites operated by or for 
CompleteHome (including any portions, future versions, upgrades, successors 
and replacements thereof including any and all means of electronic delivery 
now or hereafter known) by third party licensees under CompleteHome or third 
party trademarks or branding and shall include the Web sites of the CENTURY 
21-Registered Trademark-, COLDWELL BANKER-Registered Trademark- and 
ERA-Registered Trademark- real estate brokerage franchise systems.

         1.28 'SECOND DELIVERY DATE' shall mean the date which is 
twenty-eight (28) days after the expiration of the First Delivery Period.


                                                                   CONFIDENTIAL

                                        4.



         1.29 'SPECIFICATION' shall mean a specification of the requirements 
of CompleteHome with respect to the Full Co-Branded Site, which shall include 
the graphical elements constituting the navigation bars, the links from the 
navigation bars or other areas of the Full Co-Branded Site to specified areas 
of the CompleteHome Site and the information required to link to such areas 
of the CompleteHome Site.

         1.30 'TERM' shall have the meaning ascribed to such term in Section 
8.1 hereof.

         1.31     'TRACKING REQUIREMENTS' shall mean:

                         (1) the number of CompleteHome Users clicked through 
to any areas of the Co-Branded Site (i.e., pageview counts for each portion 
of the Co-Branded Site)

                         (2) the Customer Information collected by ImproveNet 
with respect to each CompleteHome User

                         (3) where relevant, the broker/agent of the Brands 
who is entitled to lead generation credit for each CompleteHome User

                         (4) a detailed list of the types of projects 
requested by each CompleteHome User requesting a project

                         (5) the pricing for such projects

                         (6) a list of the advertisers sold SmartLeads that 
have appeared to CompleteHome Users

                         (7) in each such case, the revenue generated to 
ImproveNet from CompleteHome Users

                         (8) tracking information for banner and other 
advertising impressions and other measurements of advertising revenue 
generated by advertisements, sponsorships and promotional opportunities 
appearing to or otherwise communicated to CompleteHome Users visiting the 
Co-Branded Site

                         (9) tracking information for banner and other 
advertising impressions and other measurements of advertising revenue 
generated by advertisements, sponsorships and promotional opportunities sold 
by CompleteHome on the ImproveNet Site and

                         (10) aggregate collected advertising revenues 
generated (a) from the Co-Branded Site or (b) from advertising, sponsorships 
or other promotional opportunities sold by CompleteHome on the ImproveNet 
sites.

         1.32 CONSTRUCTION OF CERTAIN TERMS. Any references made in this 
Agreement to named areas or design features of a Web site shall include such 
named area or design feature as it exists or is contemplated as of the 
Effective Date and any modification or substitution therefor in future 
designs of such Web site.

                                                          CONFIDENTIAL

                                       5.



2.       RIGHTS AND OBLIGATIONS OF THE PARTIES

         2.1      COMPLETEHOME RIGHTS AND OBLIGATIONS.

                  (a) CompleteHome shall use commercially reasonable good 
faith efforts to develop and operate the CompleteHome Site and maintain 
uptime consistent with industry standards,

                  (b) CompleteHome shall place links to the Co-Branded Site and
other advertising of the Co-Branded Site and ImproveNet's services on the
CompleteHome Site as described on Exhibit A attached hereto and made a part
hereof.

                  (c) CompleteHome will take reasonable steps, determined in 
its own discretion, to encourage traffic to the Co-Branded Site, which steps 
may include one or more of the following: (1) including coupons on the 
Welcome Wagon Web site and causing its affiliate that operates the Welcome 
Wagon business to include coupons for the Co-Branded Site in its offline 
coupon offerings and including links from other Web sites that are part of or 
linked to the CompleteHome Site; (2) developing and distributing promotional 
marketing pieces, produced by CompleteHome and shipped (at the expense of 
CompleteHome) to participating Brand franchisees nationwide; these marketing 
pieces will promote the home improvement areas of the CompleteHome site, and 
will include a space for the broker identification reformation required for 
the Tracking System described in Section 2.2 (c) hereof; (3) as determined by 
CompleteHome and the Brands, in their sole discretion, inclusion in recurring 
mailings, newsletters, e-mails and other communications to the brokers/agents 
of the Brands and speeches at the Brand national conventions, of promotional 
information about the benefits of sending homeowners to the CompleteHome home 
improvement area and (4) training its marketing sales force to speak to the 
benefits of the ImproveNet services for new homeowners and for sellers of 
homes needing sale-related repairs or replacements.

         2.2      IMPROVENET RIGHTS AND OBLIGATIONS.

                  (a) ImproveNet shall use commercially reasonable good faith 
efforts to develop and operate the ImproveNet Site and the Co-Branded Site 
and maintain uptime for each such site consistent with industry standards.

                  (b) (1) Not later than ten (10) Business Days after the 
date on which CompleteHome delivers the Image to ImproveNet (which is 
expected to be on or before December 17, 1999), ImproveNet shall establish 
the Limited Co-Branded Site, to which CompleteHome will establish one or more 
links from the CompleteHome Site. The Limited Co-Branded Site shall be 
maintained by ImproveNet until such time as the Full Co-Branded Site is fully 
operational.

                  (2) ImproveNet shall develop and maintain the Full 
Co-Branded Site in accordance with file following: not later than twenty 
eight (28) days after CompleteHome delivers the Specification to ImproveNet, 
ImproveNet shall develop and

                                                                   CONFIDENTIAL

                                      6.



provide to CompleteHome a mock-up of the Full Co-Branded Site sufficient for 
CompleteHome to evaluate its conformity to the Specification. CompleteHome 
shall promptly review such mock-up and provide ImproveNet with a notice 
either indicating approval to proceed with development or specifying m detail 
the ways in which the mock-up fails to meet the Specification. Not later than 
twenty eight (28) days after CompleteHome delivers such notice ImproveNet 
shall deliver the final operational Full Co-Branded Site for CompleteHome's 
approval. CompleteHome shall promptly test and review such site for 
conformity to the Specification and shall provide a notice to ImproveNet 
either approving the Full Co-Branded Site or specifying in detail the ways in 
which such site fails to meet the Specification. ImproveNet acknowledges that 
the Specification will require, inter alia, that CompleteHome logos and 
navigation must, at a minimum, be located at the top of each page on the 
Co-Branded Site. CompleteHome Users navigating from the CompleteHome Site 
shall only be transferred to the Co-Branded Site and not to any other Web 
site.

                  (3) To the extent either party considers that Legal 
Language shall be included in or displayed on the Co-Branded Site, if the 
parties cannot agree on such Legal Language, the version proposed which is 
the most stringent or restrictive on the parties or the most detailed in 
specifying the circumstances addressed in such Legal Language shall be used 
on the Co-Branded Site.

                  (c) (1) ImproveNet will, at its expense, as part of the 
development of the Co-Branded Site, use its best efforts to develop and 
include in the Co-Branded Site tracking mechanisms to identify CompleteHome 
Users and be able to track their usage of the services promoted by the 
Co-Branded Site and otherwise collect information in accordance with the 
Tracking Requirements.

                         (2) In the event CompleteHome reasonably requires 
information about CompleteHome Users additional to ImproveNet's standard 
Customer Information and CompleteHome provides a specification of its 
requirement for such information, ImproveNet shall use commercially 
reasonable efforts to add a mechanism to collect such information in the Full 
Co-Branded Site.

                         (3) Notwithstanding the foregoing, to the extent 
ImproveNet is unable to track some or all of the information set forth above 
as a result of a CompleteHome User's deletion or deactivation of the Cookie 
or due to changes in available technology that prevent such tracking (such as 
a new privacy feature of a browser software), ImproveNet shall work with 
CompleteHome to find a reasonable alternative to track or estimate the 
required information, ImproveNet shall not be in default of its obligations 
hereunder; provided, however, that if such impediments to the tracking of the 
information set forth above significantly impair the value of this Agreement 
to CompleteHome and an acceptable alternative is not developed, in its sole 
discretion, CompleteHome shall have the right to terminate this Agreement 
upon thirty (30) days prior written notice to ImproveNet. Notwithstanding any 
such impediments, ImproveNet shall make all commercially reasonable efforts 
to maximize its compliance with the requirements set forth above.

                                                           CONFIDENTIAL

                                      7.



         2.3 MARKETING PLAN. CompleteHome and ImproveNet shall cooperate in 
the development of a marketing plan for the sale of advertising, sponsorship 
and promotional opportunities on the Co-Branded Site in accordance, with the 
parameters and principles set forth on Exhibit B attached hereto and made a 
part hereof. Such plan shall be revised from time to time during the Term by 
agreement of the parties.

         2.4 EXCLUSIVITY. ImproveNet hereby agrees that during the Term it 
will not promote homestore.com, Inc., its Web site or services through the 
ImproveNet Site or the Co-Branded Site. Such prohibition shall include, but 
not be limited to, that no advertising of homestore.com, Inc., its Web sites 
or services shall appear on the ImproveNet Site or the Co-Branded Site. 
Notwithstanding the foregoing, ImproveNet will not be deemed to be in 
violation of this provision by honoring its agreement with Homefair, Inc. in 
existence as of the Effective Date, provided that, ImproveNet shall not renew 
or extend the term of such agreement, which ImproveNet represents expires in 
or before April 2000, and provided further, that ImproveNet shall not permit 
any banner advertisement or link from the ImproveNet Site to Homefair to 
reference homestore.com or any of its affiliates in any way. In addition, to 
the extent homestore.com, Inc. acquires any entity with which Improve.Net has 
a contract at the time of such acquisition, without violating this provision 
ImproveNet may continue to honor such existing contract provided that 
ImproveNet shall not renew or extend the term of such agreement and provided 
further, that ImproveNet shall not permit any banner advertisement or link 
from the ImproveNet Site to such entity to reference homestore.com or any of 
its affiliates in any way, except to the extent failing to permit such 
reference would constitute a material breach of such agreement.

         2.5 COLLECTIONS. ImproveNet shall be responsible for the collection 
of all Aggregate Shared Revenue subject to its normal and customary 
collection procedures and policies for all sites operated by ImproveNet.

3.       MARKETING

         3.1 USE OF NAME OR MARKS. Each party hereby grants to the other a 
limited, royalty-free, non-exclusive license during the term of this 
Agreement to use, reproduce and publish, the name and logos of the other 
party but only in the manner contemplated by and subject to the restrictions 
contained in this Agreement, including, but not limited to the provisions of 
Section 10.9 hereof, ImproveNet must use the CompleteHome names and logos in 
accordance with the logo guidelines provided by CompleteHome from time to 
time. CompleteHome must use the ImproveNet names and logos in accordance with 
the logo guidelines provided by ImproveNet from time to time. CompleteHome 
and ImproveNet acknowledge that nothing contained herein shall give either 
party any interest in any logo, trade name, trademark or service mark owned by 
the other party, and that such license will automatically terminate upon the 
termination of this Agreement.


                                                                   CONFIDENTIAL

                                        8.




         3.2 PRESS RELEASES. Neither party shall issue any press release 
relating to the relationship contemplated by this Agreement without giving 
the other party a minimum of three business days to review and approve such 
release. No press release or other public announcement with respect to this 
Agreement may be made by either party without the approval of the other party 
except to the extent such public announcement may be required by law. 
Notwithstanding the foregoing, ImproveNet shall not issue any press release 
prior to the Availability Date.

4.       PAYMENTS

         4.1      AGGREGATE RECURRING FEES.

                  (a) PAYMENT OBLIGATION. ImproveNet shall calculate and pay 
the Aggregate Recurring Fees to CompleteHome on a monthly basis, on or before 
the fifteenth (15th) day after the end of each calendar month as provided for 
herein. In any month in which (A) the cumulative monthly payments of General 
Recurring Fees for the preceding calendar months in the then current Contract 
Year, together with the payment of General Recurring Fees due for such month 
is an amount less than CB) the applicable Annual Minimum General Fee, the 
amount to be paid to CompleteHome m respect of General Recurring Fees for 
such calendar month shall be equal to one twelfth (1/12) of the Annual 
Minimum Fee; and (2) in any month in which the amount in clause (A) equals or 
exceeds the amount in clause (B), the amount to be paid to CompleteHome in 
respect of General Recurring Fees for such calendar month shall be equal to 
lesser of the excess of the amount in clause (A) over the Annual Minimum 
General Fee or the General Recurring Fee for such month. Each payment of 
General Recurring Fees shall be accompanied by a payment of the amount of 
Advertising Recurring Fees accrued in such calendar month.

                  (b) Together with each monthly Aggregate Recurring Fee 
payment, ImproveNet shall provide a monthly report to CompleteHome in such 
electronic format as the parties agree, setting forth the information for 
such calendar month gathered in accordance with the Tracking Requirement and 
the calculation of the Aggregate Recurring Fees payable for such calendar 
month.

                  (c) LATE DELIVERY. (1) In the event that ImproveNet fails 
to satisfy the Development Obligation within the First Delivery Period, the 
General Recurring Fees attributable to such period shall be equal to any 
General Recurring Fees documented to have accrued during such period plus the 
Late Delivery Fee.

                         (2) In the event the Development Obligation is not 
satisfied by ImproveNet on or prior to the Second Delivery Date, (A) the 
General Recurring Fee shall from that date and thereafter be calculated at 
30% of General Shared Revenues, regardless of whether the $2 million 
threshold has been achieved, (B) ImproveNet shall use best efforts :to 
deliver the Development Obligation as soon as possible and (C) ImproveNet 
shall calculate and pay the General Recurring Fees from the beginning of the

                                                                   CONFIDENTIAL

                                      9.



Term until such time as the Development Obligation is satisfied on the basis 
of all estimate of the General Shared Revenues that would have been generated 
had the Full Co-Branded Site been delivered as of the end of the First 
Delivery Period, plus the Late Delivery Fee. The methodology of estimating 
the General Recurring Fees accrued during such period shall be acceptable to 
CompleteHome in its sole discretion.

         4.2 PREPAYMENT. ImproveNet agrees that, upon execution of this 
Agreement, it shall pay to CompleteHome $2,000,000.00, representing an 
advance payment of the Annual Minimum General Fee, which payment shall be 
credited to the first $1,500,000 due under this Agreement for the first 
Contract Year and the first $500,000 due for the second Contract Year. Such 
payment will be made by ImproveNet delivering to CompleteHome or to such 
affiliate of CompleteHome as CompleteHome may direct, warrants to purchase 
259,263 shares of common stock of ImproveNet at $13.50 per share, which 
warrants shall have such terms other than pricing as are set forth in that 
certain Warrant Purchase Agreement between ImproveNet and Cendant Finance 
Holding Corporation executed on or about the date of this Agreement. In no 
event shall any payment or prepayment of Annual Minimum General Fees apply to 
the payment of General Recurring Fees in excess of the Annual Minimum General 
Fees nor to the payment of Advertising Recurring Fees.

         4.3 All payments to CompleteHome shall be sent to the following 
address, which address may be revised by CompleteHome from time to time:

                  CompleteHome
                  200 Vallejo Street
                  San Francisco, CA 94111
                  Attention: Accounts Receivable Dept.

         4.4 ImproveNet shall keep accurate and complete records of all 
Aggregate Shared Revenues. All such records and all accounting systems with 
respect thereto shall be available for inspection, copy and audit by 
CompleteHome or its representatives on reasonable notice to ImproveNet during 
normal business hours throughout the Term and for one (1) year thereafter, 
which audit may be conducted not more frequently than once m any six (6) 
month period, unless there has been a previous underpayment of more than 5% 
as contemplated below. ImproveNet shall fully cooperate with CompleteHome in 
such inspection and audit. Neither CompleteHome's acceptance of any 
information nor CompleteHome's inspection or audit of ImproveNet's records 
shall waive CompleteHome's right later to dispute the accuracy or 
completeness of any information supplied by ImproveNet. In the event any such 
audit establishes an underpayment of commissions, ImproveNet shall pay the 
amount of the deficit within five (5) business days of notification of such 
deficiency. In the event such audit identifies an overpayment of commissions, 
such overpayment shall be a credit against future commissions to become due 
from ImproveNet to CompleteHome. If an audit establishes an underpayment of 
commissions greater than five percent (5%) of the total commissions then due 
and payable to CompleteHome, ImproveNet shall pay for the costs and expenses 
of such audit. In the event of a dispute over the result of any such audit, 
the amount so 

                                                                   CONFIDENTIAL

                                    10.




disputed shall be deposited by the party to be charged with an 
escrow agent acceptable to both parties and pursuant to an escrow agreement 
acceptable to both parties and such escrow agent shall retain the disputed 
amount until such time as the dispute is resolved; provided, however, that 
party to be charged may provide the other party with security satisfactory to 
it that such payment will be made if such dispute is resolved in the party to 
be paid's favor in lieu of establishing such escrow. Each party in such a 
dispute shall bear its own costs.

5.       REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party hereby represents and warrants as follows: (i) it has full 
corporate power and authority to enter into this Agreement and to carry out 
the provisions hereof, (ii) it is duly authorized to execute and deliver this 
Agreement and to perform its obligations hereunder, (iii) tins Agreement is a 
legal and valid obligation binding upon it and enforceable according to its 
terms, (iv) the execution, delivery and performance of this Agreement by it 
does not conflict with any agreement to which it is a party or by which it 
may be bound, and (v) its Web site(s) contemplated by this Agreement (the 
CompleteHome Site in the case of CompleteHome, and the Co-Branded Site and 
the ImproveNet Site in the case of ImproveNet), and the services provided 
pursuant thereto, shall be of a high nature, grade and quality and shall 
comply with all applicable laws and regulations throughout the term of this 
Agreement.

EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, 
EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A 
WARRANTY OF FITNESS FOR PURPOSE OR OF MERCHANTIBILITY.

OTHER THAN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER 
PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL 
DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF 
CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH 
PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF 
SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN 
AN AMOUNT GREATER THAN THE AMOUNTS DUE FROM SUCH PARTY TO THE OTHER PARTY 
UNDER THIS AGREEMENT DURING THE TERM OF THE AGREEMENT. THIS LIMITATION OF 
EACH PARTY'S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES 
IN CONNECTION WITH THE AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION 
OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

6.       INDEMNIFICATION

         6.1 INDEMNIFICATION BY COMPLETEHOME. CompleteHome agrees to 
indemnify, pay the defense costs of, and hold ImproveNet, and its successors, 
officers, directors and 

                                                                   CONFIDENTIAL

                                    11.



employees harmless from any and all Claims arising out of or in connection 
with (a) the CompleteHome Site, (b) any claim which, taking the claimant's 
allegations to be true. would result in a breach by CompleteHome of any of 
its warranties, covenants or other obligations set forth m this Agreement; 
and (c) any claim arising from the gross negligence or willful misconduct of 
CompleteHome.

         6.2 INDEMNIFICATION BY IMPROVENET. ImproveNet agrees to indemnify, 
pay the defense costs or, and hold CompleteHome, and its successors, 
officers, directors and employees harmless from any and all Claims, arising 
out of or in connection with (a) the ImproveNet Site and the Co-Branded Site; 
(b)any claim which, taking the claimant's allegations to be true, would 
result in a breach by ImproveNet of any of ImproveNet's warranties, covenants 
or other obligations set forth in this Agreement; and (c) any claim arising 
from the negligence or willful misconduct of ImproveNet. Without limiting the 
generality of the foregoing, such indemnity shall apply to any Claims made in 
connection with or as a result of any action or failure to act by a 
contractor or other vendor promoted through the Co-Branded Site.

         6.3 PROCEDURE. In the event of an indemnified claim hereunder, the 
indemnified party shall give the indemnifying party prompt nonce in writing 
of the claim and the indemnifying party shall have sole control over its 
defense or settlement, except that the indemnifying party shall not settle or 
compromise any such matter without obtaining the indemnified party's written 
consent, which shall not be unreasonably withheld. The indemnified party 
shall have the right at its own cost and expense to employ separate counsel 
and participate in the defense of any claim or action.

7.       CONFIDENTIALITY

         7.1 OBLIGATIONS. Each party acknowledges that the other party will 
receive or have access to Confidential Information of such party. Each party 
will use at least the same degree of care to prevent disclosing to third 
parties the Confidential Information of the other as it employs to avoid 
unauthorized disclosure, publication or dissemination of its own information 
of a similar nature, but in no event less than a reasonable standard of care. 
A party may disclose Confidential Information of the other party to third 
parties performing services hereunder where (i) the use of such Confidential 
Information by such third party is authorized under this Agreement, (ii) such 
disclosure is reasonably necessary to or otherwise naturally occurs in that 
entity's scope of responsibility, and (iii) the disclosure is in accordance 
with the terms and conditions of this Agreement Neither party will (1) make 
any use or copies of the Confidential information of the other party except 
as necessary to perform its obligations under this Agreement, (2) acquire any 
right in or assert any lien against the Confidential Information of the other 
party, or (3) refuse for any reason (including a default or material breach 
of this Agreement by the other party) to promptly provide the other party's 
Confidential Information (including all copies thereof) to it if requested in 
writing to do so. Upon the expiration or termination for any reason of this 
Agreement and the concomitant completion of a party's obligations under this 
Agreement, each party shall (except as otherwise provided in this Agreement), 
return or destroy, as the other party may direct, all documentation in any 
medium that 

                                                                   CONFIDENTIAL

                                    12.




contains, refers to, or relates to the other party's Confidential 
Information, and retain no copies, in addition, the parties shall take 
reasonable steps to ensure that their respective employees comply with these 
confidentiality provisions. The steps taken by a party to ensure such 
compliance will be deemed reasonable if they are no less onerous than the 
steps taken by the other party.

         7.2 The obligations of this Article 7 will not apply to any 
particular information which the receiving party can demonstrate: (i) was, at 
the time of disclosure to it, in the public domain; (ii) after disclosure to 
it, is published or otherwise becomes part of the public domain through no 
fault of the receiving party; (iii) was rightfully in the possession of the 
receiving party at the time of disclosure to it; (iv) is received from a 
third party who had a lawful right to disclose such information to it; or (v) 
was independently developed by the receiving party without reference to 
Confidential Information of the furnishing party. In addition, a party shall 
not be considered to have breached its obligations under this section for 
disclosing Confidential Information of the other party as required to satisfy 
any legal demand of a government, judicial or administrative body; provided, 
however, that, promptly upon receiving any such request and to the extent 
that it may legally do so, such party advises the other party so that the 
other party may take appropriate actions in response to the demand.

         7.3 In the event of any disclosure or loss of, or inability to 
account for, any Confidential Information of the furnishing party, the 
receiving party! will notify the furnishing party promptly upon the 
occurrence of any such event.

         7.4 Nothing contained m this Agreement shall be construed as 
obligating a party to disclose its Confidential Information to the other 
party, or as granting to or conferring on a party, expressly or impliedly, 
any rights or license to the Confidential Information of the other party.

         7.5 Nothing in this Agreement shall be construed to prevent either 
party from obtaining, developing or using services or products itself or 
provided by a third party as permitted by this Agreement which are similar or 
competitive with the services and/or products furnished under this Agreement 
or from using ideas, concepts, expressions, skills or experience possessed by 
either party prior to, or developed or learned by either party in the 
performance of this Agreement, except to the extent inconsistent with the 
terms of this Agreement.

8.       TERM AND TERMINATION

         8.1 TERM. The term of the Agreement (the 'Term') shall commence on 
the Effective Date and shall expire on the third anniversary of the 
Availability Date, unless earlier terminated as provided herein.

         8.2 TERMINATION FOR CAUSE. In the event a party shall materially 
fail to perform or comply with the terms of this Agreement, the other party 
may ten-innate if such failure has not been remedied within 30 days of 
written notice thereof to the 

                                                                   CONFIDENTIAL

                                  13.



defaulting party (or if such failure is not susceptible of cure within 30 
days, if the defaulting party fails to commence to cure within 30 days after 
notice of default or fails to diligently pursue such cure thereafter).

         8.3 SURVIVAL. Sections 5, 6, 7 and 9 shall survive any expiration or 
termination of this Agreement.

9.       DISPUTE RESOLUTION

         9.1 INFORMAL DISPUTE RESOLUTION. Prior to commencing any litigation 
or other formal dispute resolution, the parties shall attempt in good faith 
to resolve any dispute arising out of or relating to this Agreement through 
negotiation between representatives. Either party may give the other party 
written notice of any dispute not resolved in the normal course of business. 
Within fifteen (15) days after its receipt of the notice, the receiving party 
shall submit to the other party a written response. The notice and response 
shall each include (a) a statement of the party's position and a summary of 
the arguments supporting that position, and (b) the name and title of the 
company representatives who will represent that party. Within thirty (30) 
days following delivery of the original dispute notice, the parties' 
respective representatives shall meet at a mutually acceptable time and 
place, and thereafter as often as they reasonably deem necessary to attempt 
to resolve the dispute. All reasonable requests for information made by 
either party to the other will be honored, provided that such information so 
provided shall be deemed communications in furtherance of settlement 
discussions and shall not be available to be used as evidence of admissions 
or otherwise against the providing party. If a dispute has not been resolved 
within sixty (60) days of the disputing party's original notice under this 
section, or if the parties fail to meet within the thirty (30) days following 
such notice, then either party may initiate litigation or other formal 
dispute resolution proceedings.

         9.2 ARBITRATION. If a dispute is not resolved within sixty (60) days 
after the commencement of such dispute pursuant to Section 9.1, then either 
party shall, within five business days after the completion of the procedures 
set forth in Section 9.1, upon notice to the other party, submit the dispute 
to binding arbitration in accordance with tins Section 9.2

                  (a) The arbitration shall be held in San Francisco, 
California before a panel of three arbitrators. Either party may, by notice 
to the other party, demand arbitration by serving on the other party a 
statement of the dispute, the facts relating or giving rise to such dispute 
and the name of the arbitrator selected by it.

                  (b) Within five business days after receipt of such notice, 
the other party shall name its arbitrator, and the two arbitrators named by 
the Parties shall, within five business days after the date of such notice, 
select the third arbitrator.

                                                                   CONFIDENTIAL

                                         14.



                  (c) The arbitration shall be governed by the Commercial 
Arbitration Rules of the American Arbitration Association, as may be amended 
from time to time, except as expressly provided in this Section 9.2; 
provided, however, that the arbitration shall be administered by any 
organization agreed upon by the Parties. The arbitrators may not amend or 
disregard any provision of this Section 9.2.

                  (d) The arbitrators shall allow such discovery as is 
appropriate to the purposes of arbitration in accomplishing fair, speedy and 
cost-effective resolution of disputes. The arbitrators shall reference the 
rules of evidence of the Federal Rules of Civil Procedure then in effect in 
setting the scope and direction of such discovery.

                  (e) The decision of and award rendered by the arbitrators 
shall be final and binding on the parties. Judgment on the award of the 
arbitrators may be entered in and enforced by any court of competent 
jurisdiction. The arbitrators shall have no authority to award damages in 
excess compensatory damages.

         Except for (a) an action to seek injunctive relief as contemplated 
by Section 9.3 or (b) any action necessary to enforce the award of. the 
arbitrators, the provisions of this Section 9.2 are a complete defense to any 
suit, action or other proceeding instituted in any court or before any 
administrative tribunal with respect to any dispute, controversy or claim 
arising out of or related to tins Agreement or the creation, validity, 
interpretation, breach or termination of tins Agreement.

         9.3 LITIGATION. The only circumstance in which a dispute between the 
parties will not be subject to the provision of section 9.1 and 9.2 above, is 
when a party makes a good faith determination that a breach of the terms of 
this Agreement by the other party is such that the damages to such party 
resulting from the breach will be so immediate, so large or severe, and so 
incapable of adequate redress after the fact that a temporary restraining 
order or other immediate injunctive relief is the only adequate remedy. 
Except for such relief, the parties shall resolve their disputes, whether or 
not such relief is granted, in accordance with the provisions set forth in 
section 9.1 and 9.2.

         9.4 CONTINUED PERFORMANCE. Each party agrees to continue performing 
its obligations under this Agreement when any dispute is being resolved under 
this Article 9 unless and until such obligations are terminated by the 
expiration or termination of this Agreement or by order of a court of 
competent authority under Sections 9.2 or 9.3.

10.      GENERAL PROVISIONS

         10.1 BINDING NATURE AND ASSIGNMENT. This Agreement shall be binding 
on each of the parties and its respective successors and permitted assigns. 
Except as provided below, neither party may assign this Agreement or any 
rights or obligations created herewith in whole or in part, directly or 
indirectly, to any third party without the prior written consent of the 
other, and any attempt to do so will be void and of no effect. Either party 
may assign its rights and obligations under this Agreement with the prior 
written approval of the other party to (i) a third party that acquires all or 
substantially all 

                                                                   CONFIDENTIAL

                                         15.



of the assets or stock of the assigning party (any transfer of a controlling 
interest in a party being deemed to be an assignment of this Agreement by 
such party for purposes of this Section 101), (ii) any subsidiary or 
Affiliate of the assigning party, or (iii) a successor in a merger or 
acquisition of the assigning p. arty; provided, however that in no event 
shall such assignment relieve the assigning party of any of its obligations 
under this Agreement For the purposes of this Section 10.1, any assignment by 
operation of law or under an order of any court shall be deemed an assignment 
for which prior written consent is required, and any assignment made without 
such consent shall be void and of no effect as between the parties.

         10.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the 
entire agreement between the parties, and supersedes all other prior or 
contemporaneous communications between the parties (whether written or oral), 
with respect to the subject matter contained in this Agreement. No 
modification or amendment of this Agreement will be effective unless made in 
a writing executed by both parties.

         10.3 NOTICES: All notices required or permitted under this Agreement 
(other than routine operational communications) shall be in writing and shall 
be deemed received if sent by one of the following means: (i) upon receipt if 
delivered by hand; (ii) one (1) day after being sent by an express courier 
with a reliable system for tracking delivery; (iii) three (3) days after 
being sent by certified or registered first class mail, postage prepaid and 
return receipt requested; or (iv) upon confirmed facsimile transmission 
provided that a copy is sent by another of the foregoing means. All notices 
will be addressed by a party to the other as follows:

In the case of ImproveNet:

         ImproveNet, Inc.
         720 Bay Road, Suite 200
         Redwood City, CA 94063
         Attention: Ron Cooper, Chief Executive Officer

In the case of CompleteHome:

         CompleteHome
         200 Vallejo Street
         San Francisco, CA 94111

         Attention: Sarah Nolan, Chief Executive Officer

A party may change its address from time to time upon written notice to the 
other party specifying the effective date of the new address.

                                                                   CONFIDENTIAL

                                         16.




         10.4 HEADINGS. The section headings contained in this Agreement are 
for reference and convenience only and shall not enter into the 
interpretation of this Agreement.

         10.5 RELATIONSHIP OF THE PARTIES. Each party, in furnishing services 
to the other party hereunder, is acting as an independent contractor and has 
the sole tight and obligation to supervise, manage, contract, direct, 
procure, perform or cause to be performed, all services to be performed by 
such party trader this Agreement. Neither ImproveNet or CompleteHome is an 
agent, partner, joint venturer or fiduciary of the other party and neither 
has the authority to represent the other party as to any matters or to bind 
the other party to any third parties, except as expressly authorized in this 
Agreement.

         10.6 SEVERABILITY. In the event that any provision of this Agreement 
is found to be unenforceable under applicable law, the parties agree to 
replace such provision with a substitute provision that most nearly reflects 
the original intentions of the parties and is enforceable under applicable 
law, and the remainder of this Agreement shall continue in full force and 
affect.

         10.7     WAIVER OF DEFAULT; CUMULATIVE REMEDIES.

                  (a) A delay or omission by either party hereto to exercise 
any right or power under this Agreement shall not be construed to be a waiver 
thereof. A waiver by either party under this Agreement will not be effective 
unless it is in writing and signed by the party granting the waiver. A waiver 
by a party of a right under, or breach of, this Agreement will not be 
construed to operate as a waiver of any other or successive rights under, or 
breaches of, this Agreement.

                  (b) Except as otherwise expressly provided in this 
Agreement, all remedies provided for in this Agreement shall be cumulative 
and m addition to and not in lieu of any other remedies available to either 
party at law, in equity or otherwise. Notwithstanding the foregoing, no 
payment default by one party may be offset by a payment due to such party by 
the other party.

         10.8 THIRD PARTY BENEFICIARIES. This Agreement is entered into 
solely between, and may be enforced only by, CompleteHome and ImproveNet. 
This Agreement shall not be deemed to create any rights in any third parties, 
including any suppliers and customers of a party, or to create any 
obligations of a party to any third parties.

         10.9 PUBLICITY AND ADVERTISING. The parties agree that any notices 
or disclosures to third parties concerning this Agreement or the Services: 
shall be jointly coordinated and approved in advance by both parties. In 
addition, neither party shall use the corporate name or any brand or 
proprietary name, mark or logo of the other party for any advertising or 
promotional purpose without first submitting such advertising or promotional 
materials to the other party and obtaining the prior written consent of such 
party.

                                                                   CONFIDENTIAL

                                         17.




         10.10 FORCE MAJEURE. No party shall be liable for any default or 
delay in the performance of its obligation under this Agreement due to an act 
of God or other event to the extent that: (i) the non-performing party is 
without fault in causing such default or delay;, (ii) such default or delay 
could not have been prevented by reasonable precautions; and (iii) such 
default or delay cannot reasonably be circumvented by the non-performing 
party through the use of alternate sources, work around plans or other means.

         10.11 CHOICE OF LAW. This Agreement, and the rights and duties of 
the parties arising from or relating to this Agreement or its subject matter, 
shall be construed in accordance with the laws of the State of California, 
without regard to its conflicts of laws provisions.

         10.12 COUNTERPARTS. This Agreement may be executed in counterparts, 
of which shall be deemed to be an original and all of which together shall be 
deemed to be one and the same instrument.

         10.13 JOINTLY DRAFTED. This Agreement represent the joint drafting 
of the parties and shall not be construed more strictly against one party 
than the other.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed as of the dates indicated below.

COMPLETEHOME OPERATIONS, INC.        IMPROVENET, INC.

/s/ James E. Buchanan                /s/ Ronald B. Cooper
--------------------------------     --------------------------------
By (sign)                            By (sign)

James E. Buchanan                    Ronald B. Cooper
--------------------------------     --------------------------------
Name (Print)                         Name (Print)

Executive Vice President             President and CEO
--------------------------------     --------------------------------
Title                                Title

December 13, 1999                    December 13, 1999
--------------------------------     --------------------------------
Date                                 Date

                                                                   CONFIDENTIAL

                                   18.



                                    EXHIBIT A

                   LINKS AND ADVERTISING ON COMPLETEHOME SITE

1. CompleteHome will place 'contractor referral/Plan a Project' or similar 
links at the following locations on the CompleteHome Site and at such other 
locations as may be agreed by the parties from time to time during the Term:

         (a)      On the CompleteHome Site home page, on the main 'Living' 
                  navigation bar

         (b)      In the CompleteHome Site 'Home Improvement' Section

         (c)      In the CompleteHome 'Selling' section

2. CompleteHome will run promotional banners, in its discretion, on the 
CompleteHome Site and on the Brand Web sites promoting the Co-Branded Site; m 
particular, CompleteHome will include the Co-Branded Site in banners and 
e-mail reminders on and generated by the Move Calendar. 

                                                                   CONFIDENTIAL

                                    19



                                    EXHIBIT B

                         ADVERTISING ON CO-BRANDED SITE

Within thirty (30) days after the Effective Date, the parties will develop a 
comprehensive marketing plan (the 'Marketing Plan') for the sale of 
advertising, sponsorship and promotional opportunities ('Advertising Units') 
on the Co-Branded Site as well as combinations of Advertising Units with 
other similar opportunities on the ImproveNet or CompleteHome sites. Such 
plan shall address, among other things, the following:

         1. The parties will accumulate data during the first thirty (30) 
days after the Availability Date of operation of the Co-Branded Site on the 
number of projected impressions available for sale as Advertising Units, and 
reflect such projections in the Marketing Plan. The parties shall also agree 
upon a minimum number of impressions per month, below which neither party 
shall have the obligation to sell Advertising Units. The parties shall also 
agree on the placement of the Advertising Units on the Co-Branded Site.

         2. The parties shall agree on a rate card for the sale of 
Advertising Units, which shall address, to the extent such can be 
anticipated, rates for advertising packages including Advertising Units and 
other advertising opportunities on the CompleteHome, Related and/or 
ImproveNet sites. Notwithstanding the foregoing, the appearance of or links 
to such services of the ImproveNet Site as Product Showcase, Design Gallery, 
Brochure Showcases, SmartLeads Emails and Category Message Boards on the 
Co-Branded Site shall be determined by CompleteHome in its sole discretion. 
Neither party shall present discounted or bundled rates off the rate card 
rates without the other party's prior approval.

         3. For the first sixty (60) days after the determination of the 
projected impressions as set forth in paragraph 1 above (the 'First Selling 
Period'), CompleteHome shall have the exclusive right to sell Advertising 
Units on the Co-Branded Site. Thereafter, if CompleteHome sells at least 80% 
of the Advertising Units provided in the Marketing Plan to be sold in the 
three month period next succeeding .the First Selling Period, CompleteHome 
will continue to have the exclusive right to sell such Advertising Units, 
subject to any specific reservations agreed to in the Marketing Plan, and if 
CompleteHome has not sold at least 80% of the Advertising Units provided in 
the Marketing Plan to be sold during the First Selling Period, CompleteHome 
and ImproveNet shall then agree on how to divide the responsibility to sell 
Advertising Units in the future.

         4. Regardless of which party is selling Advertising Units, 
CompleteHome shall have the right to approve each advertiser prior to its 
appearance on the Co-Branded Site. Further, in the event ImproveNet sells 
Advertising Units on the Co-Branded Site bundled with other ImproveNet sites, 
ImproveNet may not commit to specific numbers or percentages of impressions 
or other Advertising Units on the Co-Branded Site, nor market that some 
allocation of such Advertising Units will be on the Co-Branded Site as 
opposed to other ImproveNet sites included in such bundle.


                                                                   CONFIDENTIAL

                                      20