ServiceMagic Inc. and ImproveNet, Inc., the two online marketplaces that connect consumers with prescreened residential contractors and home service professionals, announced they have entered into an agreement whereby ServiceMagic will acquire all of the outstanding stock of ImproveNet. The combination of the two companies will create the most effective, comprehensive and targeted Internet marketing solution for residential contractors. ServiceMagic has agreed to buy all of the outstanding shares and in-the-money warrants and stock options of ImproveNet for approximately $6.72 million in cash or approximately $.12 per share.

Together, the companies will offer residential contractors and home service professionals interactive services and solutions for marketing and managing their businesses online. The combined consumer bases and contractor networks are expected to drive more leads to participating contractors and improve choice for consumer members. The increased demand is projected to result in more than 165,000 consumer service requests every month to member contractors, which represents an estimated $400 million in monthly home improvement related spending by homeowners.

Subject to completion of the transaction, ImproveNet business lines will transition to ServiceMagic. The transaction is expected to close in the third quarter of 2005, at which point the services will be combined. Residential contactors in the ImproveNet network will be transitioned to ServiceMagic; resulting in an ultimate increase in ServiceMagic's network of prescreened residential contractors.

The transaction is subject to customary closing conditions, including approval of ImproveNet's shareholders, which if not satisfied in the anticipated timeframe would cause an extension of the expected close date. Under a separate agreement, certain members of ImproveNet's senior management, each of whom are significant shareholders of ImproveNet, have agreed to support the transaction.