FIRST AMENDMENT TO LETTER OF INTENT BETWEEN IMPROVENET, INC. AND ETECHLOGIX, INC. THIS FIRST AMENDMENT TO LETTER OF INTENT (the "Amendment") is dated as of JUNE 17, 2002 and is entered into by and between ImproveNet, Inc. ("IMPV") and eTechLogix, Inc....

                       FIRST AMENDMENT TO LETTER OF INTENT
                                     BETWEEN
                      IMPROVENET, INC. AND ETECHLOGIX, INC.


     THIS FIRST  AMENDMENT TO LETTER OF INTENT (the  "Amendment") is dated as of
JUNE 17, 2002 and is entered into by and between  ImproveNet,  Inc. ("IMPV") and
eTechLogix, Inc. ("ETECH") with reference to the following facts:

     A. IMPV and ETECH  entered into a Letter of Intent dated June 10, 2002 (the
"Letter of Intent"); and

     B. IMPV and ETECH  desire to amend the  Letter of Intent in the  manner set
forth herein.

     NOW,  THEREFORE,  IN  CONSIDERATION  OF the foregoing  facts and the mutual
agreements set forth below, IMPV and ETECH hereby agree as follows:

     1. Amendment to Letter of Intent.

     (a) The last  sentence  of  paragraph  1 of the  Letter of Intent is hereby
amended in its entirety to read as follows from and after the date hereof:

     "If a mutually  satisfactory  Definitive  Agreement  is not  executed on or
     before June 21, 2002,  each party shall have the right to either  terminate
     this LOI or continue to negotiate the Definitive Agreement."

     (b) The last  sentence  of  paragraph  3 of the  Letter of Intent is hereby
amended in its entirety to read as follows:

     "On or before June 21, 2002, either party may terminate this LOI if, in its
     sole discretion, it deems the result of such review to be unsatisfactory."

     2. Confirmation of Letter of Intent.  Except as expressly  provided in this
Amendment,  the  Letter of Intent  shall  remain in full force and effect and is
hereby ratified and confirmed.

     3. General. This Amendment (i) shall be binding upon the parties hereto and
their  respective  successors,  agents,   representatives,   assigns,  officers,
directors and employees;  (ii) may not be amended or modified except in writing;
(iii)  represents  the entire  understanding  of the parties with respect to the
subject matter hereof; and (iv) may be executed in separate  counterparts,  each
of which shall be deemed an original but all such  counterparts  shall  together
constitute one and the same instrument. In the event of any conflict between the
Letter of Intent and this  Amendment,  the  provisions of this  Amendment  shall
govern.




     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed as of the date first written above.

IMPROVENET, INC.


By: /s/ Xxxxx Xxxxx
    --------------------------
        Xxxxx Xxxxx
        Secretary


ETECHLOGIX, INC.


By:  /s/ Xxxxxxx Xxxxxx
    -------------------------
        Xxxxxxx Xxxxxx
        Chief Executive Officer