Relationship Agreement - ImproveNet Inc. and Microsoft Corp.


              MICROSOFT-Registered Trademark-  HOMEADVISOR/IMPROVENET
                             RELATIONSHIP 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. ('Company'), a Delaware, U.S.A. corporation, and MICROSOFT 
CORPORATION ('MS'), a Washington, U.S.A. corporation.

         The parties agree as follows:

1.       DEFINITIONS

         1.1 'Availability Date' means the first date on which HomeAdvisor 
contains a hyperlink to the Company Site as contemplated by this Agreement.

         1.2 'Company Site' means the Web site operated by or for Company, 
currently located on the Internet 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.

         1.3 'HomeAdvisor' means the real estate related product and/or 
service currently named HomeAdvisor created by or for MS (including any 
portions, future versions, upgrades, successors and replacements thereof) 
that are published via the Internet or via any and all other means of 
electronic delivery now or hereafter known.

         1.4 'HomeAdvisor Third Party Sites' means the real estate related 
products and/or services created by or for MS (including any portions, future 
versions, upgrades, successors and replacements thereof) that are published 
via the Internet or via any and all means of electronic delivery (now or 
hereafter known) by third party Licenses under MS or third party trademarks 
or branding.

         1.5 'Intermediate Page' means the HomeAdvisor page created and 
hosted by MS that requests information from a HomeAdvisor user and then 
hyperlinks that user to a relevant page of the Company Site based on the 
information provided.

         1.6 All other initially capitalized terms shall have the meanings 
assigned to them in this Agreement.

2.       RIGHTS AND OBLIGATIONS OF THE PARTIES

         2.1      HOMEADVISOR RIGHTS AND OBLIGATIONS.

                  (a) MS shall use its reasonable commercial efforts to 
develop and operate HomeAdvisor and maintain uptime consistent with industry 
standards, as set forth in EXHIBIT A hereto.

                  (b) MS shall place links on HomeAdvisor to Company Site as set
forth in EXHIBIT B hereto.

                  (c) MS will actively seek to drive increasing levels of 
traffic to the Company Site via the Home Improvement area of the HomeAdvisor 
Site. MS will employ reasonable commercial efforts to promote the Company 
Site in such manner, consistent with its marketing strategy for HomeAdvisor. 
Promotion options to be investigated by MS will include, but not be limited 
to: (a) adding links on MSNBC, MSN.com, HotMail, and other MS properties 
which take users to the Home Improvement area of the HomeAdvisor site; (b) 
pursuing promotions on MSN.com and (c) including ImproveNet in potential 
HomeAdvisor and MSN Home Ownership Newsletters.

                  (d) MS shall actively seek to leverage its local 
advertising sales force to sign up contractors into the ImproveNet certified 
network.

                                      1.



                  (e) MS shall use reasonable commercial efforts to comply with
the testing and other technical specifications set forth in EXHIBIT A hereto.

                  (f) MS and Company will negotiate in good faith to have 
HomeAdvisor's financing section on the Company Site offered up to 
non-HomeAdvisor customers (e.g., Dow, Owens-Corning, etc.). This is 
non-exclusive, in that Company will also be able to offer links to other 
financing sites to Company's non-MS customers. Notwithstanding the preceding, 
MS HomeAdvisor's finance section will be the only financing section on the 
Company Site offered up to a HomeAdvisor user (which means both a user who is 
currently coming to the Company Site from the HomeAdvisor Site and a user who 
previously came to the Company Site from the HomeAdvisor Site, so long as the 
Company is able to track such user via a 'persistent' cookie or other 
method), at no charge to HomeAdvisor. If the user later comes to the Company 
Site via a non-MSN advertising banner or a non-co-branded HomeAdvisor/Company 
banner or via another Company partner's site, he or she will receive the 
generic Company financing experience.

                  (g) Notwithstanding anything to the contrary set forth in 
this Agreement, any rights provided to MS under this Agreement with respect 
to HomeAdvisor shall also be provided without additional cost to HomeAdvisor 
Third Party Sites if MS and Company so elect. Revenue generated by the users 
sent to the Company Site via these HomeAdvisor/Third Party Sites will accrue 
to MS under the same terms and conditions of this Agreement unless otherwise 
specified.

         2.2      COMPANY RIGHTS AND OBLIGATIONS.

                  (a) Company shall use its reasonable commercial efforts to 
develop and operate the Company Site and maintain uptime consistent with 
industry standards, as set forth in EXHIBIT A hereto. MS shall first discuss 
with Company any proposed updates to EXHIBIT A, and will not implement such 
changes without Company's consent, not to be unreasonably withheld.

                  (b) Company will develop a tracking mechanism to identify 
HomeAdvisor referred users and be able to track their usage and Company 
marketing/promotional efforts associated with these unique users. Such 
tracking method shall be via a 'persistent' cookie (or other similar method 
agreeable to the parties) which shall be delivered to every HomeAdvisor user 
on his or her first visit to the Company Site. There are situations in which 
Company may engage in reduced rate advertising. In any such situation where a 
reduction off Company's established rate card is given (i) to partners that 
have taken an equity interest in Company (no such agreement currently being 
in existence), or (ii) to persons for the beneficial interest of Company and 
not MS (e.g., if the Company gives away advertising, or trades advertising in 
exchange for advertising on another site), Company will accrue 
button/banner/showcase/smart lead, etc., revenue to MS at a minimum of 75% of 
Company's established rate card. In other situations not contemplated above, 
including, for example, in case of a volume discount, no adjustment will be 
made to the amounts ordinarily received by MS.

                  (c) Company will offer for sale, on terms mutually 
agreeable to MS and Company, bCentral web site hosting, business service 
packages, and desktop tools to its existing and future contractor network. 
This includes those services currently available and new services as they 
become available. Company will be paid based on existing and future 
commercial sales incentive programs used by bCentral. An example of the 
agreement terms and conditions is attached in EXHIBIT C, but these will 
change from time to time, and Company and bCentral will work together to 
reach mutually agreeable terms. This is a non-exclusive offering in that 
Company may also sell up to two competing services to its contractor network.

                  (d) Company shall maintain a HomeAdvisor logo and 
navigation structure on sessions generated via a direct link from the 
HomeAdvisor site (reflecting top level HomeAdvisor navigation, currently 
containing 'home page,' 'getting started,' 'neighborhoods,' 'homes,' 
'financing,' 'offer and closing,' and 'help,' but likely to change, and as 
changed by HomeAdvisor user; and such logo and navigation structure shall 
contain hyperlinks to such HomeAdvisor page(s) as specified by MS. Such logo 
and navigation shall be 

                                    2.



provided by MS, and the exact page placement thereof shall be mutually agreed 
upon by the parties, but must be at a minimum, located on the top third of 
each page on the Company Site.

                  (e) Company shall provide a monthly report to MS, within 21 
days of calendar month end, setting forth the following information: (1) the 
number of unique HomeAdvisor users that clicked through to any areas of the 
Company Site (broken down to show how many users clicked through from a query 
box on the Intermediate Page and how many clicked through from different 
links throughout the HomeAdvisor site), (2) the number of page views by such 
users with respect to each page of the Company Site (with such pages being 
described in an understandable manner based on the content thereof and not by 
URL or IP address), and (3) the number of qualified job leads passed by the 
Company Site to its professionals (e.g., contractors, architects and 
designers).

                  (f) Company shall use reasonable commercial efforts to 
comply with the testing and other technical specifications set forth in 
EXHIBIT A hereto.

3.       MARKETING

         3.1 USE OF NAME OR MARKS. Each party hereby grants to the other the 
right during the term of this Agreement to use, reproduce and publish, the 
name and logos of the other party in the manner contemplated by this 
Agreement. Company must use the HomeAdvisor names and logos in accordance 
with the logo guidelines provided by MS from time to time (these guidelines 
are currently located at http://homeadvisor.msn.com/ie/help/policies.asp.). 
MS must use the ImproveNet names and logos in accordance with the logo 
guidelines provided by ImproveNet from time to time. Company shall provide 
Company logos in accordance with the logo specifications provided by MS. MS 
and Company 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. The mark owner may terminate the foregoing license if, in its 
reasonable discretion, the licensee's use of the marks tarnishes, blurs or 
dilutes the quality associated with the marks or the associated goodwill and 
such problem is not cured within ten (10) days of notice of breach; 
alternatively, instead of terminating the license in total, the owner may 
specify that certain pages of the licensee's web site may not contain the 
marks. The licensee shall not take any action inconsistent with the owner's 
ownership of the marks, and any benefits accruing from use of such marks 
shall automatically vest in the owner.

         3.2 PRESS RELEASES. Neither party shall issue any press release 
relating to the relationship contemplated by this Agreement without giving 
the other party three business days to review and approve such release, with 
such approval to not be unreasonably withheld. If a party has not responded 
in such three business day period, the other party may issue such press 
release. Notwithstanding the foregoing, Company shall not issue any press 
release prior to the Availability Date.

4.       PAYMENTS

         4.1 FEES. Company shall pay the greater of: (1) the Minimum Annual 
Fee (as stated in 4.2); (2) the Unique User Referral Fee (as stated in 4.3); 
and (3) a 25% Revenue Share (as stated in 4.4).

         4.2 MINIMUM ANNUAL FEE. Company shall pay MS a minimum annual fee of 
$2,500,000 for year one, $2,000,000 for year two, and $1,500,000 for year 
three. The first two payments (total of $4,500,000) will be exchanged upon 
the execution of this Agreement for warrants to purchase 583,333 shares of 
the Company's common stock (at a per share exercise price of $13.50). The 
form of warrant will be identical (except for exercise price) to the form of 
warrant provided to MS in connection with its financing transaction occurring 
on or about the date of this Agreement. The third payment of $1,500,00 will 
be paid as follows: 50% on the first day of the third year, and 50% one 
hundred and twenty days following the first day of the third year.

         4.3 UNIQUE USER REFERRAL FEE: Company will accrue an obligation to 
MS of $2.00 per unique customer sent to the Company Site. These fees will be 
tallied monthly and accrue against the minimum 


                                      3.




annual fees. Once such fees cumulative exceed the annual minimum, Company 
will start to make payment of such fees to MS 30 days following the end of 
each month they are accrued. The total annual user fee due under this Section 
4.3 will be capped at the greater of 1.5 times the Revenue Share in 4.4, or 
$2,500,000 in year one, $3,000,000 in year two, and $3,750,000 in year three.

         4.4 REVENUE SHARE - COMPANY TO MS. Company shall track all gross 
revenues associated with each unique user sent from HomeAdvisor to the 
Company Site via the Intermediate Page. For the first contract year, Company 
will, within 15 days of the end of such contract year, calculate MS's portion 
([...***...] of the total) of such gross revenues and in the event that such 
portion exceeds the amount described in 4.2 (Minimum Fee) or 4.3 (Unique User 
Referral Fee), Company shall pay the excess within 30 days of such 
calculation date. For the second contract year, Company will perform such 
calculations and make applicable payments within 15 days of the end of the 
first six month period and the end of the year, respectively. For the third 
contract year, Company will perform such calculations and make applicable 
payments within 15 days of the end of every three month period. The gross 
revenues exclude all taxes invoiced, collected or withheld, refunds, credits, 
rebates and other allowances annually granted (not to exceed 3%) and include 
all revenues actually received from (but not limited to):
         - Contractor Lead Fees (currently $10/lead accepted by contractors)
         - Completed Job Revenue
         - Product Showcase & Design Gallery Integration
         - Banners & Brand Buttons
         - Brochure Showcases
         - SmartLeads Emails
         - Category Message Boards

         4.5 CONTRACTOR REFERRAL FEE: Company will pay MS 25% of all gross 
revenues actually received by ImproveNet (excluding all taxes invoiced, 
collected or withheld, refunds, credits, rebates and other allowances 
actually granted, not to exceed 3%) from contractor signup fees for each 
contractor MS enlists into the ImproveNet certified network through the MS 
sales force. These fees are independent from the fees due under 4.1, and are 
due 30 days following the end of the month they are accrued.

         4.6 REVENUE SHARE - MS TO COMPANY. In the event that MS agrees to 
embed and host Company content on the HomeAdvisor Site, the parties shall 
discuss a mutually beneficial arrangements which shall include, at a minimum, 
payment by MS to Company of 25% of all gross revenues actually received by MS 
(excluding all taxes invoiced, collected or withheld, refunds, credits, 
rebates and other allowances actually granted, not to exceed 3%) associated 
with each unique user that visits pages on HomeAdvisor's site that contain 
Company content. This includes all revenues from banner & button 
advertisements on such HomeAdvisor pages, and are due 30 days following the 
end of the month they are accrued.

                                   4.




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) this Agreement is a 
legal and valid obligation binding upon 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 website contemplated by this Agreement (HomeAdvisor 
in the case of MS, and the Company Site in the case of the Company), 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 MERCHANTABILITY.

OTHER THAN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER 
PARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECT, INCIDENTAL, 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.

6.       INDEMNIFICATION

         6.1 INDEMNIFICATION BY MS. MS agrees to indemnify, pay the defense 
costs of, and hold Company, and its successors, officers, directors and 
employees harmless from any and all claims, demands, costs, liabilities, 
losses, expenses and damages (including without limitation attorneys' fees) 
arising out of or in connection with (a) the HomeAdvisor website, (b) any 
claim which, taking the claimant's allegations to be 



                                   5.




true, would result in a breach by MS of any of its warranties, covenants or 
other obligations set forth in this Agreement; and (c) any claim arising from 
the negligence or willful misconduct of MS.

         6.2 INDEMNIFICATION BY COMPANY. Company agrees to indemnify, pay the 
defense costs of, and hold MS, and its successors, officers, directors and 
employees harmless from any and all claims, demands, costs, liabilities, 
losses, expenses and damages, including without limitation attorneys' fees), 
arising out of or in connection with (a) the Company Site (in the form 
modified for HomeAdvisor users and in the form unmodified for non-HomeAdvisor 
users); (b) any claim which, taking the claimant's allegations to be true, 
would result in a breach by Company of any of Company's warranties, covenants 
or other obligations set forth in this Agreement; and (c) any claim arising 
from the negligence or willful misconduct of Company.

         6.3 PROCEDURE. In the event of an indemnified claim hereunder, the 
indemnified party shall give the indemnifying party prompt notice in writing 
of the claim (and any failure to provide prompt notice shall relieve the 
indemnifying party of liability to the extent it is prejudiced by such delay) 
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.       NON-DISCLOSURE

If MS and Company have entered into a Microsoft Non-Disclosure Agreement, MS 
and Company agree that the terms of such agreement shall be deemed 
incorporated herein, and further, that all terms and conditions of this 
Agreement shall be deemed Confidential Information as defined therein. If MS 
and Company have not entered into such agreement, then MS and Company agree 
that any and all information identified by the other as 'Confidential' and/or 
'Proprietary,' or which, under all of the circumstances ought reasonably to 
be treated as Confidential and/or Proprietary, will not be disclosed to any 
third person without the express consent of the other party for a period of 
three (3) years following termination of this Agreement and that neither 
party will make use of Confidential Information except under the terms of 
this Agreement. These confidentiality obligations shall not apply to any 
information which: (i) is or subsequently becomes available to the general 
public other than through a breach by the receiving party; (ii) is already 
known to the receiving party before disclosure by the disclosing party; (iii) 
is developed through the independent efforts of the receiving party; or (iv) 
the receiving party rightfully receives from a third party without 
restriction as to confidentiality or use. The restriction on disclosure shall 
not apply to Confidential Information that a court or governmental agency 
requires be disclosed, or which must be disclosed in compliance with 
applicable laws and regulations.

8.       DISPUTE RESOLUTION

         8.1 INFORMAL 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 who have authority to resolve the 
matter. Either party may give the other party written notice of any dispute 
not resolved in the normal course of business, it being understood that a 
notice delivered by a party pursuant to Section 10.2 below shall constitute 
the delivery of a written notice of dispute pursuant to this SECTION 8.1. 
Within five (5) 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 representative who will represent that party. Within ten (10) 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.

                                    6.



         8.2 ARBITRATION. If a dispute has not been resolved within thirty 
(30) days of the disputing party's original notice under SECTION 8.1, or if 
the parties fail to meet within the ten (10) days following such notice under 
SECTION 8.1, then either party may initiate arbitration of the dispute. The 
dispute shall then be submitted to mandatory and binding arbitration in San 
Francisco in accordance with the commercial rules and procedures of the 
American Arbitration Association before three arbitrators (one chosen by MS, 
one chosen by the Company, and the third chosen by the mutual agreement of 
the arbitrators chosen by MS and the Company). Judgment upon the award may be 
entered by any court having appropriate jurisdiction. The arbitrators shall 
not, however, in the case of a dispute between the parties not involving a 
third party claim, be empowered to aware damages in excess of compensatory 
damages.

         8.3 LITIGATION. The only circumstance in which a dispute between the 
parties will not be subject to the provision of SECTIONS 8.1 and 8.2 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 o 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 
SECTIONS 8.1 and 8.2.

         8.4 CONTINUED PERFORMANCE. Each party agrees to continue performing 
its obligations under this Agreement when any dispute is being resolved under 
ARTICLE 8, 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 SECTION 8.2 or SECTION 8.3.

9.       TERMINATION

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

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

         9.3 SURVIVAL. Sections 5, 6, 7 and 10 shall survive any expiration 
or termination of this Agreement.

10.      GENERAL

         10.1 MISCELLANEOUS. If either MS or Company employs attorneys to 
enforce any rights arising out of or relating to this Agreement, the 
prevailing party shall be entitled to recover reasonable attorneys' fees an 
costs, including expert witness fees. Neither party may assign all or any 
portion of this Agreement unless the other party consents in writing, which 
consent will not be unreasonably withheld provided that either party may 
assign this Agreement without consent to any of its subsidiaries, affiliates, 
joint ventures, partnerships, and limited liability companies in which it has 
a majority interest, and to any company into which it merges if it is not the 
surviving entity. No partnership, joint venture, employment, agency, 
franchise, or other form of agreement or relationship is intended by this 
Agreement. The parties agree that this Agreement constitutes the entire 
agreement between the parties with respect to the subject matter hereof and 
merges all prior and contemporaneous communications. This Agreement shall not 
be modified except by a written agreement dated subsequent hereto signed on 
behalf of the parties by their duly authorized representatives. Neither party 
will be liable for any default or delay in the performance of its obligations 
hereunder due to an act of God or other event to the extent that: 1) the 
non-

                                    7.



performing party is without fault in causing such default or delay; 2) such 
default or delay could not have been prevented by reasonable precaution; and 
3) 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. 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.

         10.2 NOTICES AND REQUESTS. All notices and requests in connection 
with this Agreement shall be deemed given as of the day they are (i) 
deposited in the U.S. mails, postage prepaid, certified or registered, return 
receipt requested; or (ii) sent by overnight courier, charges prepaid, with a 
confirming fax; and addressed as follows:

COMPANY:    IMPROVENET, INC.             MS:            MICROSOFT CORPORATION
            720 BAY ROAD, SUITE 200                     One Microsoft Way
            REDWOOD CITY, CA 94063                      Redmond, WA  98052-6399
Attention:  Ron Cooper                   Attention:
Fax:
Phone:
                                         with a cc to:  MICROSOFT CORPORATION
                                                        One Microsoft Way
                                                        Redmond, WA  98052-6399
                                         Attention:     Law & Corporate Affairs
                                                        Department
                                                        U.S. Legal Group
                                         Fax:

or to such other address as the party to receive the notice or request so
designates by written notice to the other.

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

MICROSOFT CORPORATION                   IMPROVENET, INC.

     /s/ Brian R. Mistere                   /s/ Ronald B. Cooper
----------------------------------      ----------------------------------
By  (sign)                              By  (sign)

     Brian R. Mistere                       Ronald B. Cooper
----------------------------------      ----------------------------------
Name (Print)                            Name (Print)

     Unit Manager                           President and CEO
----------------------------------      ----------------------------------
Title                                   Title

      12/7/99                               12/7/99
----------------------------------      ----------------------------------
Date                                    Date

                                     8.



                                    EXHIBIT A

         (1) COMPETITORS - The page(s) of the Company Site served after entry 
from the Intermediate Page (or other links from HomeAdvisor to the Company 
site) shall not contain any categories, hyperlinks, advertisements, 
sponsorships, or other content relating to home listings of any kind (real 
estate broker or agent, classified, for sale by owner or otherwise), mortgage 
loans/services, or any other real estate related products or services. In 
addition, the page(s) of the Company served after entry from the Intermediate 
Page (or other links from HomeAdvisor to the Company site) shall not contain 
any categories, hyperlinks, advertisements, sponsorships, or other content 
from any of the following companies: HomeStore.com, Realtor.com, Intuit, 
HomeShark, E-Loan, Countrywide, Get Smart, Lending Tree, Priceline.com, 
SmartMoney.com, Mortgage.com, Owners.com, iOwn.com, Homehunter.com, 
Ditech.com, mortgage.com, getsmart.com, Homescout.com, HomeSeekers.com, 
Homes.com, HomeGain.com, Yahoo Real Estate, Cendant, Cyberhomes, 
RealEstate.com, AOL Real Estate, Infoseek Real Estate, RentNet.com, 
Apartments.com, SpringStreet.com, or any affiliate of any of the foregoing. 
In addition, during the course of this agreement, Company may not enter into 
a commercial relationship with HomeStore.com or any of its affiliates.

         (2) The parties shall use their reasonable commercial efforts to 
adhere to the following Development Schedule (and shall work together to 
revise the action items and due dates as necessary):




              Action Item                     Due Date          Owner
--------------------------------------------------------------------------------
                                                         
Intermediate Page Review                     12/20/99          MS/Company
--------------------------------------------------------------------------------
Prototype functioning for HomeAdvisor                                           
(Intermediate Page built and links                                              
working)                                      1/10/00          MS/Company
--------------------------------------------------------------------------------
Intermediate Page & integrated                                                  
site/Company Site live date                    3/7/00          MS/Company
--------------------------------------------------------------------------------


         The current Intermediate Page live on Home Advisor, due to expire 
per the current agreement after 2/28/99, will remain intact until the 
relaunch on approximately 3/7/00 of the new Intermediate Page.

         (3)      The parties shall use their reasonable commercial efforts to
                  adhere to the following testing specifications:

         Company shall test the Company Site and MS shall test HomeAdvisor to 
confirm that it operates with Netscape Navigator (domestic USA) versions 4.0 
and later, and that it operates with and is optimized for MS Internet 
Explorer (domestic USA) versions 4.0 and later, all running on leading 
hardware platforms, consisting of (when versions are available): MS Windows 
3.1, Windows 95, Windows 98, Windows NT, the Apple Macintosh operating 
systems and such other platforms as the parties may mutually agree to add or 
remove from time to time. The parties shall mutually determine a process and 
software to use for communicating bugs.

         (4) The parties shall use their reasonable commercial efforts to adhere
         to the following specifications:

         Company with respect to the Company Site, and MS with respect to 
HomeAdvisor, shall each regularly monitor the operation and performance of 
the such site, respond to technical and customer inquiries, and conduct 
similar business hours and practices in a manner consistent with the rules, 
policies, and procedures consistent with industry standards.

         The parties shall mutually agree on communication processes for 
sharing and updating each other's requirements and technical teams. Each 
party shall make commercially reasonable efforts to adhere to a mutually 
agreed set of technical processes, policies, rules, and procedures for 
sharing schedules, screen shots, updates, schedule information, and other 
relevant technical information. Each party shall be 


                                    9.





responsible for notifying the other in the event that it discovers a 
technical problem with the service of the other party.

         MS and Company shall each use commercially reasonable efforts to 
support increasing numbers of users, including operating sufficient servers 
for user traffic, and shall promptly inform the other party of the failure of 
relevant Web servers. Company shall operate its Web server(s) at a capacity 
below 30%, where capacity is calculated as a daily average of hourly samples 
and represents what % of the system's full capabilities are being met. 
Company shall have uptime of 99.5%, where uptime is defined as the portion of 
time when the system is accessible and available to users. Uptime shall be 
calculated on a monthly basis and based on daily updates. Uptime shall not 
include scheduled maintenance.

                                       10.



                                    EXHIBIT B

The following general guidelines will apply to the placement of hyperlinks 
from HomeAdvisor to the Company Site, unless both companies mutually agree 
otherwise. Aside from the link in (*) none of the links to Company will 
include branding or 'ImproveNet.com' related text, but be generically 
referred to as 'find a contractor' or 'home improvement' or something to that 
effect. As HomeAdvisor releases new versions of its site, the exact 
placement, number and treatment of these links is subject to change (except 
for the treatment on the Intermediate Page), but this exhibit is designed to 
lay out the spirit of the links MS & Company will work toward implementing.

                                EFFECTIVE 12/3/99

MARKETPLACE - ImproveNet will get a logo, text description, and 9M guaranteed 
impressions in a combination of HomeAdvisor's MarketPlace and button rotation 
across the site.

                       EFFECTIVE APPROXIMATELY 3/7/00

LINKS FROM HOMEADVISOR HOME PAGE:  http://homeadvisor.msn.com/ie
There will be a link from the HomeAdvisor home page named 'Find a 
Professional' or 'Professional Services' or something similar in the 
'Resources & Services' area. This will link to an 'Intermediate Page.'

THE INTERMEDIATE PAGES
The Company and MS will work together to create a section of integrated 
content similar to that found on the Home Improvement section of the site at 
http://homeadvisor.msn.com/ie/services/homeimprovement.asp. The Company will 
have a branded link and query fields (supporting navigation by type of 
professional, viewing designs, viewing products, and finding remodeler's 
resources) that take people directly to the appropriate places on the 
company's site. The Company will be branded with a logo link (*) with maximum 
pixel size of (77Wx33H) that will take users directly to the Company's home 
page.

LINKS FROM THE PARTNERS PAGE*: 
http://homeadvisor.msn.com/ie/partnerscenter/infoproviderlist.asp. There will 
be one Company text link of a location and representation similar that which 
exists for ImproveNet.com on the Partners page as of 11/16/99.

HOMEADVISOR KEYWORDS:  http://homeadvisor.msn.com/ie/
HomeAdvisor and ImproveNet will agree upon list of keywords in the 
HomeAdvisor search engine. When results for keywords are returned, links to 
ImproveNet's 'Find A Professional' area on the HomeAdvisor site will appear.

LINKS IN THE HOMEADVISOR REMODELING SECTION HomeAdvisor's Version 4.0 
(currently slated for 3/7/99 release) will have a remodeling section in the 
Ownership area with the following contemplated sections: 'Working with a 
Contractor', 'Doing It Yourself', and 'Is it worth the cost' (titles and 
content subject to change at MS sole discretion). We will link to ImproveNet 
in areas that make editorial sense, with the following links currently 
planned (subject to change at MS sole discretion).

     -    Working With A Contractor - Within this section, we plan to have 
          links to:

                                       11.



          -    Visit ImproveNet's Design Gallery for home improvement ideas
                 http://www.improvenet.com/dream/designgallery/index.html :  
          -    Make sure the contractor you've found is up to snuff with
               ImproveNet contractor screening
                 http://www.improvenet.com/secure/legalcredit.html :  
          -    Make sure your contract is legit with ImproveNet's contract
               review
                 http://www.improvenet.com/secure/contractorview.html :  
          -    Find a Professional
               http://www.improvenet.com/tools/form/form_35.asp

     -    Doing It Yourself - Within this section, we plan to have links to:
          -    Visit ImproveNet's DesignGallery for home improvement ideas
                 http://www.improvenet.com/dream/designgallery/index.html :  
          -    Find a Professional
               http://www.improvenet.com/tools/form/form_35.asp
     -    Is It Worth The Cost - Within this section, we plan to have links to:
          -    Link to Kitchen and Bath Design Showcases
                 http://www.improvenet.com/dream/designgallery/KitchenShowcase/
               KitchenShowcase.html :   and
                 http://www.improvenet.com/dream/DesignGallery/BathShowcase/
               BathShowcase.html :  
          -    Link to Product showcases
                 http://www.improvenet.com/dream/productshowcase/index.html :  

CALCULATORS - ImproveNet's kitchen and bathroom estimator will be featured in 
the Ownership section and Resources & Services calculator page. As ImproveNet 
develops other calculators, we will explore integrating these as appropriate.

                                       12.



                                    EXHIBIT C

                                  EXAMPLE ONLY

                               RESELLER AGREEMENT
                     LINKEXCHANGE PREMIUM MEMBERSHIP PROGRAM

         This Agreement, by and between LINKEXCHANGE, INC. ('LinkExchange'), a
California corporation, and a wholly own subsidiary of Microsoft Corporation,
with its principal offices at 2172nd Street, San Francisco, CA 94105, and
_________________________, a ___________a corporation, with its principal
offices at __________________________________ ('Company') is made and entered
into as of the later of the two signature dates below (the 'Effective Date').
The parties agree that Company will promote, market, offer for sale and sell to
third party end users Premium Memberships in the LinkExchange Network according
to the terms set forth below and the attached Standard Terms and Conditions. The
Standard Terms and Conditions are incorporated into this Agreement by this
reference.

1.       LAUNCH DATE:  _____________, 1999
2.       TERM:  Commencing on the Effective Date and terminating ____ months 
         following the Launch Date.
3.       COMMISSIONS:
         a.       SUGGESTED RETAIL PRICES (subject to change by Microsoft from 
                  time to time):



                     --------------------------- ---------------------- --------------------
                                                                            Annual Fees
                     --------------------------- ---------------------- --------------------
                                                                  
                     Business Membership                 19.99              US $230.00
                     --------------------------- ---------------------- --------------------
                     Professional Membership              N/A               US $300.00
                     --------------------------- ---------------------- --------------------


         b.       COMPANY DISCOUNT:



                      Monthly Memberships:
                     -----------------------------------------------------------------------------------

                     -----------------------------------------------------------------------------------
                                                                                               
                     2,500 or less Monthly Membership                                             15%
                     -----------------------------------------------------------------------------------
                     Less than 5,000, but more than 2,500, Monthly Memberships                    25%
                     -----------------------------------------------------------------------------------
                     Less than 10,000, but more than 5,000, Monthly Memberships                   35%
                     -----------------------------------------------------------------------------------
                     More than 10,000 Monthly Memberships                                         45%
                     -----------------------------------------------------------------------------------

                      Annual Memberships*:
                     -----------------------------------------------------------------------------------

                     -----------------------------------------------------------------------------------
                     2,500 or less Annual Memberships (inclusive)                                 25%
                     -----------------------------------------------------------------------------------
                     2,501 to 5,000 Annual Memberships (inclusive)                                35%
                     -----------------------------------------------------------------------------------
                     5,001 to 10,000 Annual Memberships (inclusive)                               45%
                     -----------------------------------------------------------------------------------
                     10,001 or more Annual Memberships (inclusive)                                50%
                     -----------------------------------------------------------------------------------

                      Pre-paid Annual Memberships:
                     -----------------------------------------------------------------------------------

                     -----------------------------------------------------------------------------------
                     1,000 or less Pre-paid Annual Memberships (inclusive)                        35%
                     -----------------------------------------------------------------------------------
                     1,001 to 2,500 Pre-paid Annual Memberships (inclusive)                       40%
                     -----------------------------------------------------------------------------------
                     2,501 to 5,000 Pre-paid Annual Memberships (inclusive)                       45%
                     -----------------------------------------------------------------------------------
                     5,001 to 10,000 Pre-paid Annual Memberships (inclusive)                      50%
                     -----------------------------------------------------------------------------------
                     10,001 or more Pre-paid Annual Memberships (inclusive)                       60%
                     -----------------------------------------------------------------------------------


         *Pre-paid Annual Premium Memberships will not be included when
         determining the discounts applicable to Annual Premium Memberships.

                                         1.



         This Agreement does not constitute an offer by LinkExchange and it 
will not be effective unless and until signed by both parties.

LINK EXCHANGE, INC.                       [                                ]

By                                        By
  --------------------------------          --------------------------------

Name (Print)                              Name (Print)
            ----------------------                    ----------------------

Title                                     Title
     -----------------------------              ----------------------------

Date                                      Date
    ------------------------------            ------------------------------

                                          Address
                                                 ---------------------------

                                                 ---------------------------

                                                 ---------------------------
                                          Fax:   (   )
                                                 ---------------------------

                                        2.



STANDARD TERMS AND CONDITIONS

SECTION 1.    DEFINITIONS

Terms contained in this Agreement with the initial letter capitalized will 
have the applicable meanings se forth below or elsewhere in this Agreement.

'Discount Rate' means the discount off of the suggested retail price set 
forth on the attached cover page.

'Launch Date' means the first day that the sign Up Pages may be accessed 
through the Company's web site by third parties.

'Link' means a hypertext link to the LinkExchange web site provided to 
Company by LinkExchange.

'Premium Member' means a person registering for a Premium Membership via the 
Sign Up Pages.

'Premium Member Terms' means the terms of use applicable to the Premium 
Memberships, as the same may be modified by LinkExchange from time to time.

'Premium Memberships' means on or more of the LinkExchange premium 
memberships currently consisting of Starter, Business and Professional 
memberships described at the URL http:\\premium\linkexchange.com (or any 
successor site). Premium Memberships may be sold or distributed by Company on 
a monthly or annual subscription basis. 'Monthly Membership' means a Premium 
Membership with a month to month term. 'Annual Membership' means Premium 
Membership with a twelve (12) month term. 'Pre-paid Annual Membership' means 
an Annual Premium Membership for which LinkExchange has received full payment 
of the suggested retail price set forth on the attached cover page, less the 
applicable Discount Rate, prior to such membership becoming effective.

'Sign Up Pages' means pages located on one or more of Company's web sites, 
created pursuant to paragraph 4.2.

'Suggested Retail Price' means the suggested retail prices set forth to 
paragraph 3(a) of the attached cover page.

'Term' meant the period described in paragraph 6.1.

SECTION 2.    APPOINTMENT OF RESELLER

2.1 APPOINTMENT. LinkExchange hereby appoints Company, and Company hereby 
accepts LinkExchange's appointment, as a reseller of Premium Memberships, 
subject to and in accordance with the provisions of this Agreement.

2.2 LIMITATIONS. Company will promote, market, offer for sale and sell 
Premium Memberships solely to third party end users. Company may not offer 
for sale, sell or otherwise distribute Premium Memberships through a third 
party or sublicense any of the rights granted in this Agreement. All Premium 
Memberships must be sold or otherwise distributed subject to the Premium 
Member Terms.

SECTION 3.    REVENUES AND REPORTS

3.1 CONSIDERATION. On a monthly basis, Company will pay to LinkExchange the 
applicable Suggested Retail Price (as the same may be changed by Microsoft 
from time to time), less the applicable Discount Rate, for each Premium 
Membership sold or otherwise distributed by Company during such month.

3.2 DISCOUNT RATE. The Discount Rate applicable to Company for Premium 
Memberships is determined as follows: (a) Monthly Memberships, based upon the 
number of Premium Memberships paid by Company to LinkExchange during a given 
month; (b) Annual Memberships, based upon the number of Annual Memberships 
sold or distributed by Company during the Term; and (c) Pre-paid Annual 
Memberships, based upon the number of 

                                      1.



Pre-paid Annual Premium Memberships sold or distributed by Company during the 
Term (but not including Annual Memberships).

3.3 PAYMENTS. Within thirty (30) days after the end of each month, Company 
will pay to LinkExchange in readily available funds all amounts owing to 
LinkExchange pursuant to paragraph 3.1.

3.4 REPORTS. Within thirty (30) days after the end of each month, Company 
will deliver to LinkExchange a report setting forth the number of Premium 
Memberships (itemized by membership type) sold or otherwise distributed by 
Company during such month, the number of Premium Members registered through 
or otherwise authorized by Company to use the Premium Member services during 
such month, the calculation of the amounts owing pursuant to paragraph 3.1, 
and such usage data as LinkExchange may specify (including, without 
limitation, aggregate demographic data, individual demographic data, and Sign 
Up Page usage data). Such reports will be delivered in the form and format 
specified by LinkExchange.

3.5 AUDITS. Company will keep usual and customary records and books of 
account relating to Premium Members, Premium Memberships sold or otherwise 
distributed by Company, and Company's other obligations hereunder. 
LinkExchange may inspect such books of account and records at Company's 
facilities and during Company's regular business hours upon five (5) days 
prior written notice in order to verify Company's compliance with this 
Agreement. LinkExchange will bear the cost of such inspection, except that 
Company will pay all reasonable costs of inspection if that inspection 
uncovers (a) an error of five percent (5%) or greater in the amounts payable 
to LinkExchange for such audited period, or (b) Company is in material breach 
of the Agreement. Company will promptly pay to LinkExchange any amounts 
deemed owing as a result of such inspection, together with all applicable 
interest.

3.6 TAXES. Company will bill, collect and remit to the appropriate taxing 
authorities all sales, use, value added, and other comparable taxes due or 
owing pursuant to this Agreement or the transactions contemplated hereunder 
(other than taxes on LinkExchange revenues), and will provide LinkExchange 
with proof of such payments upon request. Company is solely liable for any 
and all such taxes, including penalties, interest and other additions 
thereon. All amounts to be paid by Company to LinkExchange are exclusive of 
all taxes imposed by any federal, foreign, state, provincial, municipal, 
local and other taxing authorities, including income, franchise, excise, 
gross receipts, sales, use, value added, property or similar tax, now or 
hereafter imposed on Company.

3.7 CURRENCY. All amounts owing hereunder will be computed in United States 
dollar currency and paid in United States dollar currency.

3.8 INTEREST. Any amounts not paid when due under this Agreement will bear 
interest at the rate of eighteen percent (18%) per annum or the maximum rate 
permitted by applicable law, whichever is less. Interest will be compounded 
on a monthly basis.

SECTION 4.    COMPANY OBLIGATIONS

4.1 PROMOTION. Company will use its commercially reasonable efforts to 
promote, market, offer for sale and sell the Premium Membership, and will 
cooperate with LinkExchange in promoting and marketing the Premium 
Memberships. Without limiting the foregoing, Company will diligently promote 
the Premium Memberships through all of Company's standard promotional 
vehicles (e.g., newsletters, welcome e-mail, banner advertising and 
update/news e-mail), and Company will incorporate into the home page of 
Company's web sites a LinkExchange Logo provided by LinkExchange, linked to 
the web site specified by LinkExchange. Company will submit all promotional 
materials prepared by or for Company related to the Premium Membership to 
LinkExchange for review and may not distribute such materials without 
LinkExchange's prior written approval.

4.2 SIGN UP PAGES. Company will create and host web pages as part of 
Company's web sites that permit third parties to purchase Premium 
Memberships. The initial Sign Up Pages will be in the form specified by 
LinkExchange in writing, and all Sign Up Pages will be submitted to 
LinkExchange for their review and approval prior to implementation. Company 
may not modify the Sign Up Pages or any LinkExchange hypertext link without 
the prior written approval of LinkExchange. All Sign Up Pages will 
prominently contain a hypertext link provided 

                                   2.



by LinkExchange, which link shall be placed 'above the fold' in a screen act 
at 650 x 480 pixels (i.e., such that a user visiting the a web page 
containing the such link is not required to scroll in any direction to view 
such link).

4.3 INFORMATION. Company will obtain appropriate contact information from 
Premium Members, and will deliver such information to LinkExchange on a 
monthly basis at the time and in the form and format specified in 
LinkExchange. Company will inform Premium Members, in a manner that satisfies 
applicable laws and regulations, that information collected will be 
transferred to LinkExchange in connection with the Premium Memberships.

4.4 RESTRICTIONS. Company will not promote, market, offer for sale, sell or 
resell any product or service that competes with or may serve as a substitute 
(in whole or in part) for the services available through the Premium 
Membership program, in whole or in part ('Competing Services'). In addition, 
for a period of three (3) months following the expiration or termination of 
the Term. Company will not promote, market, offer for sale, sell or resell 
any Competing Services to any Premium Member. Company may not disclose 
information collected from Premium Members to any third party in any form 
that identifies such Premium Members as customers of LinkExchange or for use 
in connection with developing, marketing, promoting or selling Competing 
Services.

SECTION 5.    LINKEXCHANGE OBLIGATIONS

5.1 LINKEXCHANGE PREMIUM PROGRAM. LinkExchange will provide Company with a 
version of the LinkExchange Premium Membership program to be co-branded with 
Company's name and logos. Premium Member Terms will be at LinkExchange's sole 
discretion including, without limitation, the products and services to be 
offered within the Premium Membership program. All persons registering to 
become a Premium Member through the Sign Up Pages are subject to the Premium 
Member Terms, as the same may be modified from time to time by LinkExchange. 
In addition, all Premium Members are subject to acceptance in the discretion 
of LinkExchange.

5.2 CUSTOMER SERVICE. Subject to paragraph 4.3, LinkExchange will be 
responsible for technical support services relating to the Premium Membership 
program.

5.3 LINKEXCHANGE RIGHTS. LinkExchange is entitled to continue to offer the 
Premium Memberships separately from this Agreement, as LinkExchange may deem 
appropriate in its sole discretion. LinkExchange will further be entitled to 
offer and provide additional products or services directly to Premium Members 
and other third parties on such terms and conditions as LinkExchange may 
determine in its sole discretion. LinkExchange may modify or terminate the 
Premium Membership program at any time, in its discretion. LinkExchange (and 
its licensors) reserves all rights in all other code, software, logos, links 
and other materials provided by or on behalf of LinkExchange hereunder.

SECTION 6.    TERM AND TERMINATION.

6.1 TERM. The Term of this Agreement is set forth in paragraph 2 of the 
attached cover page. Upon expiration of the Term and any subsequent extension 
thereof, this Agreement will automatically extend for consecutive one (1) 
month periods, unless one party notifies the other party in writing of its 
intent not to renew the Agreement at least thirty (30) days prior to the 
expiration date of then-current Term.

6.2 TERMINATION. In addition to any other rights and/or remedies that either 
party may have under the circumstances, all of which are expressly reserved 
by the parties, either party may immediately terminate this Agreement upon 
written notice to the other party if: (a) such other party materially 
breaches this Agreement and fails to cure that breach within fifteen (15) 
business days after written notice thereof; (b) LinkExchange terminates the 
Premium Membership program; (c) Company breaches paragraph 9.1; or (d) either 
party becomes involved or makes any assignment for the benefit of creditors 
or similar transfer evidencing insolvency, or suffers or permits the 
commencement of any form of insolvency or receivership proceedings or files 
or has filed against it any petition under any bankruptcy, debtor relief or 
similar law, which petition is not dismissed within sixty (60) days of such 
filing, or appoints or has appointed a trustee or receiver for such party's 
business or ____________ or any part thereof.

                                     3.



6.3 TERMINATION PROCEDURE. Upon expiration or termination of this Agreement 
for any reason, Company will have no further right to market, promote, offer 
for sale or sell Premium Memberships. Company will cooperate in good faith 
with LinkExchange to transfer all Premium Member information (including, 
without limitation, billing information) to LinkExchange, and to facilitate 
an orderly transition of Premium Members to LinkExchange.

6.4 EFFECT OF TERMINATION. Upon termination or expiration of this Agreement 
for any reason, each and every clause which by its nature is intended to 
survive the termination of this Agreement (including, without limitation, 
paragraph 4.5, 6.3 and 6.4, and paragraphs 3, 7, 8 and 9) will survive. 
Neither party will be liable to the other party for damages arising from or 
related to termination of this Agreement in accordance with this paragraph 6.

SECTION 7.    WARRANTIES AND INDEMNITY

7.1 COMPANY. Company warrants and represents that: (a) it has sufficient 
authority to enter into this Agreement; (b) the Sign Up Pages and all 
materials delivered by Company to LinkExchange pursuant to this Agreement do 
not infringe the copyrights, trademarks, service marks, rights of publicity 
or privacy, or any other intellectual property or proprietary right of any 
third party; (c) the Company web site and the Sign Up Pages, and all actions 
occurring therein, are in compliance with all applicable laws; (d) Company 
will comply with all applicable laws and governmental regulations related to 
the transactions contemplated by this Agreement; and (e) each Company web 
site containing a Sign Up Page include a privacy statement available to end 
users of such web site, and Company will adhere to the information gathering, 
dissemination, privacy protection and other practices specified in such 
privacy statement.

7.2 INDEMNIFICATION. Company will defend, indemnify and hold LinkExchange 
harmless from and against any loss, claim, liability, damage or expense 
(including, without limitation, reasonable attorneys' fees) arising from or 
otherwise related to any claim or action threatened or commenced against 
LinkExchange by a third party arising from or related to any breach or 
alleged breach by Company of this Agreement. LinkExchange will reasonably 
cooperate with Company, at Company's expense, in connection with the defense 
and settlement of any such claim or action, which settlement will be subject 
to LinkExchange's written approval which will not be unreasonably withheld. 
LinkExchange will have the right to employ separate counsel and participate 
in the defense and settlement of any such claim or action at LinkExchange's 
sole expense.

7.3 WARRANTY DISCLAIMER. THE LINKEXCHANGE NETWORK (INCLUDING ALL OF THE 
PRODUCTS AND SERVICES AVAILABLE THROUGH THE PREMIUM MEMBERSHIP) AND ANY OTHER 
MATERIALS OR SERVICES PROVIDED TO COMPANY PURSUANT TO THIS AGREEMENT ARE 
PROVIDED 'AS IS' AND WITH ALL DEFECTS. LINKEXCHANGE HEREBY DIS-CLAIMS ALL 
REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, OF FITNESS 
FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, 
COMPATIBILITY, SECURITY, AND CONDITION OR OPERATION OF THE FOREGOING. COMPANY 
ACKNOWLEDGES THAT THE IMPRESSIONS HOSTED TO COMPANY'S SITE ARE PROVIDED BY 
THIRD PARTIES AND THAT LINKEXCHANGE IS NOT RESPONSIBLE FOR THE CONTENT OF 
SUCH ADVERTISEMENTS. IN ADDITION, LINKEXCHANGE IS NOT RESPONSIBLE FOR AND 
DOES NOT WARRANT THE CONTINUED OR INTERRUPTED OPERATION OF THE INTERNET. 
Company may not make any representations, warranties or conditions with 
respect to Premium Memberships, or any product or services available through 
the Premium Memberships, except as expressly set forth in the Premium Member 
Terms.

SECTION 8.    LIMITATIONS.

8.1 LIMITATION OF REMEDIES. Except to the extent arising pursuant to 
paragraph 7.2 or a breach of paragraph 9.1, NEITHER PARTY WILL BE LIABLE TO 
THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, 
SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT 
(INCLUDING DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, PROFITS, REVENUES OR 
DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES), WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT 
LIABILITY, PRODUCT LIABILITY OR OTHER CAUSE OF ACTION. NOTWITHSTANDING THE 
FOREGOING, THIS SECTION WILL NOT LIMIT EITHER PARTY'S ABILITY TO OBTAIN 
INJUNCTIVE OR OTHER EQUITABLE RELIEF UNDER THIS AGREEMENT.

                                    4.



8.2 LIMITATION ON DAMAGES. Except to the extent arising pursuant to paragraph 
7.2 or a breach of paragraph 9.1, NEITHER PARTY WILL BE LIABLE TO THE OTHER 
PARTY UNDER THIS AGREEMENT IN THE AGGREGATE FOR DAMAGES IN EXCESS OF THE 
AMOUNTS PROPERLY PAID, OWING AND ACCRUED TO COMPANY HEREUNDER.

SECTION 9.    MISCELLANEOUS

9.1 CONFIDENTIALITY. The parties acknowledge and agree that the LinkExchange 
Non-Disclosure Agreement dated as of ____________ ('NDA') entered into by and 
between the parties applies to this Agreement as if fully set forth herein 
and that all of the terms of this Agreement (including but not limited to its 
existence) and all discussions and negotiations related thereto are 
considered Confidential Information of LinkExchange under the NDA. Upon 
termination or expiration of this Agreement, Company will destroy (or upon 
the other party's request return) any and all confidential information and 
materials of LinkExchange in Company's possession or control.

9.2 NOTICES. All notices and requests in connection with this Agreement will 
be deemed given (a) when personally delivered, (b) when delivered by 
facsimile or telex, (c) the next business day following delivery to a 
nationally recognized courier service guarantying next-day delivery, or (d) 
five (5) business days after being placed in the mails of the United States, 
postage prepaid, certified or registered, return receipt requested, to the 
applicable address set forth on the attached cover page (or to such other 
address as the party to receive the notice or request so designates by at 
least ten (10) days prior written notice to the other party).

9.3 INDEPENDENT CONTRACTOR. Company is an independent contractor, and not an 
employee, agent, franchisee, or representative of LinkExchange. Except as 
otherwise specifically provided in this Agreement, Company will perform its 
obligations under this Agreement at its own expense. Company is not 
authorized to, and will not attempt to create or assume any obligation or 
liability, express or implied, in the name or otherwise on behalf of 
LinkExchange. Without limiting the generality of the foregoing, Company will 
not enter into any contract, agreement or commitment, make any warranty or 
guaranty, or incur any obligation or liability in the name or otherwise on 
behalf of LinkExchange. This Agreement will not be construed as creating or 
evidencing any franchise, agency or partnership among the parties or as 
imposing any franchise, agency or partnership obligation or liability on 
either party.

9.4 COSTS. Each party is responsible for all costs associated with fulfilling 
its obligations hereunder.

9.5 GOVERNING LAW. This Agreement will be governed by the laws of the State 
of Washington. Company hereby irrevocably consents to the personal 
jurisdiction of, and for any action governed by or on behalf of Company 
exclusive venue in the state and federal courts sitting King County, 
Washington, USA. In any suit or action to enforce any right or remedy under 
this Agreement or to interpret any provision of this Agreement, the 
prevailing party will be entitled to recover its costs, including reasonable 
attorneys' fees.

9.6 ASSIGNMENT. Company may not assign this Agreement without LinkExchange's 
prior written approval. Any attempted assignment, sub-license, transfer, 
encumbrance or other disposal of this Agreement by Company without 
LinkExchange's prior written approval will be void and will constitute a 
material default and breach of this Agreement. Except as otherwise provided, 
this Agreement will be binding upon and will inure to the benefit of the 
parties' successors and lawful assigns.

9.7 HEADINGS. The section headings used in this Agreement are intended for 
convenience only and will not be deemed to affect in any manner the meaning 
or intent of this Agreement or any provision hereof.

9.8 MODIFICATION. This Agreement will not be modified except by a written 
agreement dated subsequent to the date of this Agreement and signed on behalf 
of Company and LinkExchange by their respective duly authorized 
representatives.

9.9 WAIVER. No waiver of any breach of this Agreement will constitute a 
waiver of any prior, concurrent or subsequent breach of the same or any other 
provisions hereof, and no waiver will be effective unless made in writing and 
signed by the waiving party.

                                      5.



9.10 SEVERABILITY. To the extent that any provision of this Agreement 
conflicts with governing law, or is held to be null, void or otherwise 
ineffective or invalid by a court of competent jurisdiction, (a) such 
provision will not be deemed to be restated to reflect as nearly as possible 
the original intentions of the parties in accordance with applicable law, and 
(b) the remaining terms, provisions, covenants and restrictions of this 
Agreement will remain in full force and effect.

9.11 COUNTERPARTS. This Agreement may be executed in one or more 
counterparts, all of which taken together will constitute one agreement.

9.12 LANGUAGE. This Agreement has been negotiated in the English language and 
it is the express wish of the parties that this Agreement, and all related 
documents be drafted in the English language. C'est la volonte expresse des 
parties que la presente convention ainsi que les documents qui a y 
rattachment soient rediges en anglais.

9.13 ENTIRE AGREEMENT. Subject to paragraph 5.1, this Agreement constitutes 
the entire agreement between the parties with respect to the subject matter 
hereof and supersedes all prior and contemporaneous agreements or 
communications between the parties.

                                     6.