THIS  NOTE AND THE  SHARES OF  COMMON  STOCK  ISSUABLE  UPON  CONVERSION  HEREOF
(COLLECTIVELY,  THE "SECURITIES")  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("THE ACT"), OR APPLICABLE  STATE  SECURITIES  LAWS, AND
MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF SUCH
REGISTRATION  OR RECEIPT BY MAKER OF AN OPINION OF COUNSEL  (WHICH COUNSEL SHALL
BE REASONABLY  ACCEPTABLE TO MAKER) IN THE FORM,  SUBSTANCE AND SCOPE REASONABLY
SATISFACTORY TO MAKER THAT THE SECURITIES MAY BE SOLD, TRANSFERRED, HYPOTHECATED
OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND
SUCH STATE SECURITIES LAWS.



                                CONVERTIBLE NOTE



$________                                                         APRIL 1, 2001

     For  value  received,   the  undersigned,   iJoin.com,   Inc.,  a  Delaware
corporation (the "Maker"),  hereby unconditionally  promises to pay to the order
of  _______________  (the "Holder"),  at such place as the Holder may designate,
the  principal  sum of  _________________________  ($______) on May 1, 2002 (the
"Maturity Date"), together with interest on the outstanding and unpaid principal
amount of this Note, in arrears,  accruing at the rate of ______  percent (___%)
per annum,  commencing on the date hereof and continuing until the Maturity Date
or until  deemed paid in full  (computed  on the basis of a year of 360 days for
the actual number of days elapsed),  in accordance  with this Note. All payments
hereunder  shall be in lawful  money of the  United  States  and in  immediately
available funds.

          1.  Payment  of  Principal.  At the  Maturity  Date,  the  outstanding
principal  amount of this Note plus all accrued and unpaid interest herein shall
be due and payable in cash or, at the option of the Holder,  converted into that
number of shares of the Maker's  common stock (the "Common  Stock") and warrants
to purchase that amount of Common Stock provided in Section 2(a)(v) hereof.

          2. Conversion upon an Interim Business Transaction.
             -----------------------------------------------

             (a)  Notwithstanding  anything to the  contrary  contained  in this
Note, in addition to all other rights of the Holder contained  herein,  upon the
occurrence of a Interim Business  Transaction (as defined below) the outstanding
principal amount of this Note, together with any accrued interest thereon, shall
be automatically converted,  subject to Section 3 hereof and without any further
action by the Holder,  into that number of warrants  and shares of Common  Stock
(the "Conversion Securities"), as follows:



                                        1
<PAGE>

                 (i) on or before  June 30, 2001 and  provided  that no Event of
          Default (as defined in Section 6 hereof)  shall have  occurred  and be
          continuing,  an aggregate of 270,000 shares of the Common Stock plus a
          warrant to purchase up to 81,000 shares of the Common Stock;

                 (ii) on or before September 30, 2001 and provided that no Event
          of Default  shall have  occurred  and be  continuing,  an aggregate of
          297,000  shares of the Common  Stock plus a warrant to  purchase up to
          89,100 shares of the Common Stock;

                 (iii) on or before December 31, 2001 and provided that no Event
          of Default  shall have  occurred  and be  continuing,  an aggregate of
          326,700  shares of the Common  Stock plus a warrant to  purchase up to
          98,010 shares of the Common Stock;

                 (iv) on or before March 31, 2002 and provided  that no Event of
          Default shall have occurred and be continuing, an aggregate of 359,370
          shares of the Common  Stock plus a warrant to  purchase  up to 107,811
          shares of the Common Stock; or

                 (v) on or before the Maturity  Date and provided  that no Event
          of Default  shall have  occurred  and be  continuing,  an aggregate of
          395,307  shares of the Common  Stock plus a warrant to  purchase up to
          118,592 shares of the Common Stock

             (b)  For  purposes  of  this   Agreement,   an  "Interim   Business
Transaction" shall mean that the Maker shall have done any of the following: (i)
consolidate  with or merge into any other  entity and the Maker shall not be the
continuing or surviving  corporation of such  consolidation  or merger,  or (ii)
permit  any other  entity to  consolidate  with or merge  into the Maker and the
Maker shall be the continuing or surviving  corporation  but, in connection with
such  consolidation or merger, any class of the capital stock of the Maker shall
be changed into or exchanged  for  securities of any other entity or cash or any
other property, or (iii) transfer all or a substantial part of its properties or
assets  to any  other  entity,  or  (iv)  effect  a  capital  reorganization  or
reclassification of its capital stock.

             (c) The Maker  shall not effect any  Interim  Business  Transaction
unless,  prior to the consummation  thereof,  each entity (other than the Maker)
which may be  required  to deliver any  securities,  cash or  property  upon the
exercise of this Note as provided herein shall assume (i) the obligations of the
Maker under this Note (and if the Maker shall survive the  consummation  of such
Interim Business Transaction, such assumption shall be in addition to, and shall
not release the Maker from, any  continuing  obligations of the Maker under this
Note) and (ii) the obligation to deliver to such Holder such securities, cash or
property as, in accordance with the foregoing provisions of this Section 2, such
Holder shall be entitled to receive.



                                       2
<PAGE>

          3. Conversion Procedure.
             --------------------

             (a) In the event of a  conversion,  either upon the election of the
Holder or the  occurrence  of an Interim  Business  Transaction,  as provided in
Sections 1, 2 and 5 hereof,  the Holder shall:  (i) give written  notice of such
election to the Maker, if applicable, and (ii) deliver to the Maker the original
version of this Note to be converted,  marked "Canceled" and acknowledged by the
Holder  to  be  deemed   paid-in-full,   in  exchange  for   certificate(s)  and
instrument(s) representing the Conversion Securities,  issued in the name of the
Holder;  provided,  however,  that the  Maker  shall not be  obligated  to issue
certificate(s) and instrument(s)  evidencing the Conversion  Securities issuable
upon conversion of this Note unless the original Note is either delivered to the
Maker or the Holder notifies the Maker that such Note has been lost,  stolen, or
destroyed,  and executes an agreement  reasonably  satisfactory  to the Maker to
indemnify the Maker from any loss incurred by it in connection therewith.

             (b) At all times during which this Note  remains  outstanding,  the
Maker  agrees to  reserve  and keep  available  for  issuance  to the  Holder an
authorized  number of shares of Common Stock sufficient to permit the conversion
in full of this Note and the subsequent  exercise of any warrant(s) granted upon
in connection  with such  conversion.  The Maker  represents that the Conversion
Securities and the shares underlying any warrant instrument(s), when issued upon
conversion of this Note or exercise of such warrant(s), as applicable,  shall be
validly  issued,  fully paid and  non-assessable  and not subject to any lien or
encumbrance.

             (c)  The  Holder  hereby  acknowledges  that  this  Note  (and  the
Conversion  Securities,  if any,  issuable upon the  conversion of this Note) is
given to the Holder in reliance upon the Holder's representations and warranties
to the Maker,  which by its acceptance of this Note the Holder hereby  confirms,
as follows:

                 (i) Own Account.  That the Note and the Conversion  Shares,  if
          any (collectively, the "Investment Securities"), being acquired by the
          Holder are being acquired for investment for the Holder's own account,
          not as a  nominee  or  agent,  and not  with a view to the  resale  or
          distribution  of any part thereof,  and that the Holder has no present
          intention  of selling,  granting  any  participation  in, or otherwise
          distributing the same. By acknowledging  this Note, the Holder further
          represents  and warrants that the Holder does not  presently  have any
          contract,  undertaking,  agreement or  arrangement  with any person to
          sell, transfer or grant  participations to such person or to any third
          person, with respect to any of the Investment Securities.

                 (ii)  Disclosure  of  Information.  In making the  decision  to
          acquire the Investment  Securities,  the Holder relied solely upon its
          independent  investigation and due diligence regarding the business of
          the  issuer of the  Investment  Securities  and an  investment  in the
          Investment   Securities.   The   Holder   did  not   rely   upon   any
          representations  or  warranties  made by or on behalf of the issuer of
          the  Investment  Securities.  The Holder  acknowledged  that it had an
          opportunity to consult with its



                                       3
<PAGE>

          own attorney  regarding  legal  matters  concerning  the issuer of the
          Investment  Securities and an investment in the Investment  Securities
          and to consult with its tax advisor  regarding the tax consequences of
          acquiring the Investment Securities;

                 (iii)  Accredited  Investor.   The  Holder  is  aware  of  what
          constitutes,  and fully  understands the definition of, an "Accredited
          Investor," as that term is defined in  Regulation D promulgated  under
          the Act and  under  the laws of each  state of which  the  Holder is a
          resident,  and  is  an  "Accredited  Investor"  for  purpose  of  said
          Regulation  D and the  laws of each  state in which  the  Holder  is a
          resident;

                 (iv) Restricted  Securities.  The Holder  understands  that the
          Investment Securities have not been, and will not be, registered under
          the  Securities  Act of 1933, as amended (the  "Securities  Act"),  by
          reason of a specific exemption from the registration provisions of the
          Securities Act which depends upon,  among other things,  the bona fide
          nature of the  investment  intent  and the  accuracy  of the  Holder's
          representations   made  herein.   The  Holder   understands  that  the
          Investment  Securities are "restricted  securities"  under  applicable
          U.S.  federal and state  securities  laws and that,  pursuant to these
          laws,  the Holder  must hold the  Investment  Securities  indefinitely
          unless they are registered with the Securities and Exchange Commission
          and  qualified  by  state  authorities,  or  an  exemption  from  such
          registration and qualification  requirements is available.  The Holder
          acknowledges  that the Maker has no  obligation to register or qualify
          the Investment  Securities for resale. The Holder further acknowledges
          that if an exemption from  registration or qualification is available,
          it may be  conditioned  on  various  requirements  including,  but not
          limited to, the time and manner of sale,  the  holding  period for the
          Investment Securities, and on requirements relating to the Maker which
          are outside of the Holder's  control,  and which the Maker is under no
          obligation and may not be able to satisfy.

                 (v)  Legends.   The  Holder  understands  that  the  Investment
          Securities,  and any  securities  issued in respect of or exchange for
          the  Investment  Securities,  may  bear  one or  all of the  following
          legends:

               THE   SECURITIES   EVIDENCED  BY  THIS   INSTRUMENT  OR
               CERTIFICATE   HAVE  NOT  BEEN   REGISTERED   UNDER  THE
               SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
               ACT"),  OR APPLICABLE  STATE  SECURITIES  LAWS,  AND NO
               INTEREST MAY BE SOLD, DISTRIBUTED,  ASSIGNED,  OFFERED,
               PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN
               EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES
               ACT AND APPLICABLE  STATE  SECURITIES LAWS COVERING ANY
               SUCH  TRANSACTION  INVOLVING SAID  SECURITIES,  (B) THE
               ISSUER   RECEIVES   AN   OPINION   OF   LEGAL   COUNSEL
               SATISFACTORY   TO  THE   ISSUER   STATING   THAT   SUCH
               TRANSACTION  IS EXEMPT  FROM  REGISTRATION,  OR



                                       4
<PAGE>

               (C) THE ISSUER  OTHERWISE  SATISFIES  ITSELF  THAT SUCH
               TRANSACTION IS EXEMPT FROM REGISTRATION.

             (d) The Holder hereby further  acknowledges  that the obligation of
the Maker to issue the  Conversion  Securities  upon the conversion of this Note
shall be subject to such Holder's cooperation with the Maker, including, without
limitation, the confirmation of the investment representations and warranties to
the  Maker  (or  any  successor  entity  as a  result  of  an  Interim  Business
Transaction) made in Section 3(c) above, as of the time of the conversion.

          4. Adjustments for Reorganization,  Merger,  Consolidation or Sales of
Assets.  If at any time or from time to time  after the date of this Note  there
shall be a capital  reorganization  of the Maker  (other  than by way of a stock
split  or  combination  of  shares  or stock  dividends  or  distributions  or a
reclassification,  exchange or substitution of shares),  or an Interim  Business
Transaction (each a "Corporate Change"), then as a part of such Corporate Change
an appropriate  adjustment in the number of Conversion  Securities shall be made
and  provision  shall be made (by  adjustments  of the number of such shares and
warrants  or  otherwise)  so that the  Holder of this Note  shall have the right
thereafter  to  convert  this  Note  into  the  kind and  amount  of  Conversion
Securities  of the  Maker  or  any  successor  corporation  resulting  from  the
Corporate Change. In any such case,  appropriate adjustment shall be made in the
application  of the  provisions  of this Section 4 with respect to the rights of
the  Holder  of this  Note  after  the  Corporate  Change  to the end  that  the
provisions  of this  Section  4  (including  any  adjustment  in the  number  of
Conversion Securities deliverable upon conversion of this Note) shall be applied
after that event in as nearly an equivalent  manner as may be practicable to the
manner in which such provisions were applicable prior to the Corporate Change.

          5. Events of Default; Effect
             -------------------------

             (a) The  occurrence at any time of any one or more of the following
events shall  constitute an "Event of Default"  under this Note: (i) the Maker's
failure to pay  principal  of,  interest on or other  amount when due under this
Note, which failure remains unremedied for a period of ten (10) days thereafter,
(ii) failure of the Maker to perform or default in the  observance  by the Maker
of any of the Maker's agreements,  covenants and/or obligations set forth herein
or a material breach of any of Maker's  representations and warranties set forth
herein; (iii) the dissolution,  liquidation or termination of legal existence of
the Maker;  (iv) the appointment of a receiver,  trustee or similar  official or
agent to take charge of or  liquidate  any  property of assets of the Maker,  or
action by any court to take jurisdiction of all or a substantial  portion of the
property or assets of the Maker; (v) the sale of all or substantially all of the
Maker's   property  or  assets  other  than  pursuant  to  an  Interim  Business
Transaction;  or (vi) the  commencement  of any  proceeding  by the Maker or any
other party under any provision of the Bankruptcy Code of the United States,  as
now in existence  or hereafter  amended,  or of any other  proceeding  under any
applicable  federal or state law, now existing or hereafter in effect,  relating
to bankruptcy,  reorganization,  insolvency,  liquidation or otherwise,  for the
relief  of  debtors  or  readjustment  of  indebtedness,  by or  against  Maker;
provided,  that with respect to any proceeding  commenced against the Maker such
proceeding  remains



                                       5
<PAGE>

undismissed or unstayed for a period of 60 days, or any of the actions sought in
such proceedings occur.

             (b) Upon the  occurrence  of an Event of Default,  the  outstanding
principal amount of this Note,  together with accrued  interest  hereon,  shall,
upon written  notice from the Holder to the Maker,  become  immediately  due and
payable without presentment,  demand, protest or notice, all of which are hereby
expressly  unconditionally and irrevocably waived by the Maker.  Notwithstanding
the  foregoing,  the Holder may, at its option,  elect to convert the  principal
balance outstanding, together with accrued interest, at the time of the Event of
Default into that number of Conversion  Securities for the quarterly  period, as
provided in Section 2(a) hereof, corresponding to the occurrence of the Event of
Default.

          6.  Transfer.  Subject to the  limitations  set forth on the legend on
this  Note,  this  Note  may be  transferred,  sold,  pledged,  hypothecated  or
otherwise  granted as  security  by the  Holder.  The  obligations  of the Maker
hereunder  may not be  assigned.  This Note  shall  inure to the  benefit of the
transferees,  successors  and  assigns  of the  Holder of this Note and shall be
binding upon the successors of the Maker.

          7. No Rights as  Stockholder.  Unless  and until the  issuance  of any
shares of Common  Stock  upon  conversion  of this Note or the  exercise  of any
warrant(s)  granted pursuant thereto,  the Holder of this Note shall not have or
exercise any rights by virtue hereof as a stockholder of the Maker.

          8.  Replacement.  Upon  receipt  by  the  Maker  of a  duly  executed,
notarized and unsecured  written  statement  from the Holder with respect to the
loss, theft or destruction of this Note (or any replacement hereof), and without
requiring an indemnity bond or other  security,  or, in the case of a mutilation
of this Note,  upon  surrender and  cancellation  of such Note,  the Maker shall
issue a new  Note,  of like  tenor and  amount,  in lieu of such  lost,  stolen,
destroyed or mutilated Note.

          9.  Additional   Representations  and  Warranties.  The  Maker  hereby
represents  and  warrants to the Holder  that (a) the  execution,  delivery  and
performance of this Note and the transactions  contemplated  hereby  (including,
without  limitation,  the issuance of  Conversion  Securities,  if any, upon the
conversion  of this Note and the  subsequent  issuance of shares of Common Stock
upon the exercise of any  warrants)  have been duly  authorized  by the Maker in
accordance with all applicable corporate power and authority;  (b) this Note has
been  duly  executed  by  the  Maker;  (c)  this  Note  is and  the  Convertible
Securities, if and when issued, will be the legal, valid and binding obligations
of the Maker  enforceable  against the Maker in accordance with their terms; and
(d) the  execution,  delivery and  performance of this Note, the issuance of the
Convertible  Securities,  if  and  when  issued,  and  the  consummation  of the
transactions contemplated hereby and thereby (i) do not require any consent from
any  third  party;  (ii)  do  not  violate  or  contravene  the  certificate  of
incorporation  or  by-laws  of the Maker or any order or  judgment  to which the
Maker is a party or otherwise bound; or (iii) create a default under, or cause a
termination or acceleration  of, any agreement,  contract or other instrument to
which the Maker is a party or otherwise bound.



                                       6
<PAGE>

          10.  Waivers,  etc.  Failure by the  Holder to insist  upon the strict
performance by the Maker of any terms and provisions  herein shall not be deemed
to be a waiver of any terms and provisions  herein,  and the Holder shall retain
the right  thereafter to insist upon strict  performance by the Maker of any and
all terms and provisions of this Note or any document  securing the repayment of
this Note. The Maker waives diligence,  demand,  presentment for payment, notice
of  nonpayment,  protest  and notice of protest,  and notice of any  renewals or
extensions of this Note. This Note may not be amended, modified or waived except
by an instrument in writing signed by the Maker and the Holder.

          11. Miscellaneous.
              --------------

             (a)  Notice.  Any  notice or other  communication  between  parties
hereto shall be deemed given if sent by certified or  registered  mail,  postage
prepaid,  if to the Maker,  addressed  to it at 2505 Second  Avenue,  Suite 500,
Seattle, WA 98121,  Attention:  Bob Bagga, Chief Executive Officer, or if to the
Holder,  addressed  to  it  at  _________________  _______________,   Attention:
________________,  or to such address as may  hereafter be designated in writing
by one party to the other. Any notice or other communication  hereunder shall be
deemed  given  four (4) days after  deposit  in the mail if mailed by  certified
mail,  return receipt  requested,  or on the day after deposit with an overnight
courier service for next day delivery, or on the date personally delivered.

             (b) Entire  Agreement.  This Note embodies the entire agreement and
understanding  between  the  Maker and the  Holder  and  supersedes  any and all
negotiations,  prior  discussions  and preliminary  and prior  arrangements  and
understandings  related to the  subject  matter  hereof.  No  provision  of this
Agreement may be amended, modified or waived, except in writing signed by all of
the parties hereto.

             (c)  Governing  Law.  This Note shall be construed  and enforced in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to its
conflicts of laws principles. Each of the Maker (and, to the extent permitted by
law,  on behalf of the Maker's  equity  holders  and  creditors)  and the Holder
hereby knowingly,  voluntarily and irrevocably waives any right it may have to a
trial  by  jury  in  respect  of any  claim  based  upon,  arising  out of or in
connection with this Note or the transactions contemplated hereby.

             (d)  Severability.  This Note shall not be interpreted or construed
with any presumption  against the party causing this agreement to be drafted. If
any of the  terms or  provisions  of this  Note is held by a court of  competent
jurisdiction  to  be  invalid,   illegal  or  unenforceable,   such  invalidity,
illegality or  unenforceability  shall not affect or render invalid,  illegal or
unenforceable  any  other  term or  provision  of this  Note  and to the  extent
permitted,  such invalid,  illegal or  unenforceable  term or provision shall be
amended and reframed in a manner that will be enforceable.

             (e) Headings. Section headings in this Note are included herein for
purposes of  convenience  of reference  only and shall not  constitute a part of
this Note for any other  purpose or taken into  account in  connection  with the
construction or interpretation of this Note.



                                       7
<PAGE>

             (f)  Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which together shall constitute one and the same original
documents.


          IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed
by its officer  thereunto  duly  authorized,  as of the day and year first above
written.






                                                IJOIN.COM, INC.


                                                By:
                                                   ----------------------------
                                                   Bob Bagga,
                                                   Chief Executive Officer


This Note, together with the investment
representations of the Holder contained
herein, are hereby acknowledged and agreed to
as of April 1, 2001 by:


NAME OF HOLDER


By
  ----------------------------
      Name:
      Title:



                                       8