PROMISSORY NOTE

                                  May 11, 2005

Jersey City, New Jersey                                               $1,100,000

FOR VALUE RECEIVED,  the undersigned,  ECUITY,  INC., a Nevada  corporation (the
"Company"),  promises to pay CORNELL CAPITAL PARTNERS,  LP (the "Lender") at 101
Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the
Lender shall  specify in writing,  the  principal sum of One Million One Hundred
Thousand  U.S.  Dollars and 00/100  ($1,100,000)  (the  "Principal  Amount") and
interest  at the  annual  rate of twelve  percent  (12%) on the  unpaid  balance
pursuant to the following terms:

Contemporaneously  with the execution and delivery of this Note, the Company and
the Lender are entering into a Security  Agreement  (the  "Security  Agreement")
(collectively,  this Note and the  Security  Agreement  are  referred  to as the
"Transaction Documents").

1. Principal and Interest.  For value  received,  the Company hereby promises to
pay to the order of the Lender in lawful  money of the United  States of America
and in immediately  available funds the principal sum of One Million One Hundred
Thousand Dollars ($1,100,000), together with interest on the unpaid principal of
this Note on or before the one (1) year month anniversary of the date hereof.

2. Right of Prepayment.  Notwithstanding  the payment(s)  pursuant to Section 1,
the  Company  at its  option  shall  have the right to  prepay,  with  three (3)
business days advance  written notice,  a portion or all  outstanding  principal
plus outstanding Interest of this Note.

3. Fees.  The Lender shall be entitled to a cash fee equal to seven and one-half
percent (7.5%) of the gross amount of this Note as well as a structuring  fee of
Five Thousand Dollars ($5,000).

4. Warrants.  The Company shall issue, on July 1, 2005, to the Lender, a warrant
to purchase Ten Million  (10,000,000)  shares of the Company's Common Stock (the
"Warrant  Shares") for a period of three (3) years at an exercise price of $0.01
per share. The Warrant Shares shall have  "piggy-back"  and demand  registration
rights.

5. Waiver and  Consent.  To the fullest  extent  permitted  by law and except as
otherwise  provided  herein,  the Company waives demand,  presentment,  protest,
notice of dishonor,  suit against or joinder of any other person,  and all other
requirements necessary to charge or hold the Company liable with respect to this
Note.

6. Costs, Indemnities and Expenses. In the event of default as described herein,
the Company agrees to pay all  reasonable  fees and costs incurred by the Lender
in  collecting  or  securing  or  attempting  to  collect  or secure  this Note,
including  reasonable  attorneys'  fees and  expenses,  whether or not involving
litigation,  collecting  upon  any  judgments  and/or  appellate  or  bankruptcy
proceedings.  The Company agrees to pay any documentary stamp taxes,  intangible
taxes  or other  taxes  which  may now or  hereafter  apply to this  Note or any
payment made in respect of this Note,  and the Company  agrees to indemnify  and
hold the Lender harmless from and against any liability, costs, attorneys' fees,
penalties, interest or expenses relating to any such taxes, as and when the same
may be incurred.


<PAGE>


7. Event of Default. An "Event of Default" shall be deemed to have occurred upon
the  occurrence  of any of the  following:  (i) the Company  should fail for any
reason  or for no  reason  to make any  payment  of the  interest  or  principal
pursuant to this Note within ten (10) days of the date due as prescribed herein;
(ii) the Company shall fail to observe or perform any other covenant,  agreement
or warranty  contained in, or otherwise commit any material breach or default of
any material  provision  of this Note or any of the  Transaction  Documents  (as
defined herein),  which is not cured within ten (10) days notice of the default;
(iii) the Company or any  subsidiary  of the Company  shall  commence,  or there
shall be commenced  against the Company or any  subsidiary  of the Company under
any  applicable  bankruptcy or insolvency  laws as now or hereafter in effect or
any successor thereto, or the Company or any subsidiary of the Company commences
any other proceeding under any reorganization,  arrangement, adjustment of debt,
relief of debtors, dissolution,  insolvency or liquidation or similar law of any
jurisdiction  whether now or hereafter in effect  relating to the Company or any
subsidiary  of the  Company or there is  commenced  against  the  Company or any
subsidiary of the Company any such  bankruptcy,  insolvency or other  proceeding
which  remains  undismissed  for a period  of 61  days;  or the  Company  or any
subsidiary of the Company is adjudicated  insolvent or bankrupt; or any order of
relief or other order  approving any such case or proceeding is entered;  or the
Company  or any  subsidiary  of  the  Company  suffers  any  appointment  of any
custodian,  private  or  court  appointed  receiver  or the  like  for it or any
substantial part of its property which continues  undischarged or unstayed for a
period of sixty one (61) days;  or the Company or any  subsidiary of the Company
makes a general  assignment for the benefit of creditors;  or the Company or any
subsidiary of the Company shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay,  its debts  generally as they become due; or the
Company or any  subsidiary  of the Company shall call a meeting of its creditors
with a view to  arranging' a  composition,  adjustment or  restructuring  of its
debts;  or the  Company or any  subsidiary  of the  Company  shall by any act or
failure to act expressly indicate its consent to, approval of or acquiescence in
any of the  foregoing;  or any corporate or other action is taken by the Company
or any  subsidiary  of the  Company  for the  purpose  of  effecting  any of the
foregoing;  (iv) the Common  Stock of the  Company  shall cease to be quoted for
trading or listed for trading on the National  Association of Securities Dealers
Inc.'s Over the Counter Bulletin Board,  Nasdaq SmallCap Market,  New York Stock
Exchange,  American  Stock  Exchange  or the Nasdaq  National  Market  (each,  a
"Subsequent Market") and shall not again be quoted or listed for trading thereon
within five (5) Trading Days of such  desisting;  or (v) a breach by the Company
of its  obligations;  or an  event  of  default,  under  any of the  Transaction
Documents,  or any other  agreements  entered  into  between the Company and the
Lender which is not cured by any applicable cure period set forth therein.

Upon an Event of Default (as defined above),  the entire  principal  balance and
accrued interest  outstanding  under this Note, and all other obligations of the
Company under this Note, shall be immediately due and payable without any action
on the part of the Lender, interest shall accrue on the unpaid principal balance
at twenty four percent (24%) or the highest rate permitted by applicable law, if
lower,  and the  Lender  shall be  entitled  to seek and  institute  any and all
remedies available to it.


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<PAGE>


8. Maximum  Interest  Rate.  In no event shall any agreed to or actual  interest
charged,  reserved or taken by the Lender as consideration  for this Note exceed
the limits imposed by New Jersey law. In the event that the interest  provisions
of this Note shall result at any time or for any reason in an effective  rate of
interest  that exceeds the maximum  interest rate  permitted by applicable  law,
then without further agreement or notice the obligation to be fulfilled shall be
automatically  reduced  to such  limit and all sums  received  by the  Lender in
excess of those lawfully  collectible  as interest shall be applied  against the
principal of this Note immediately  upon the Lender's receipt thereof,  with the
same force and effect as though the Company  had  specifically  designated  such
extra  sums to be so applied  to  principal  and the Lender had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments.

9. Secured Nature of the Note.  This Note is secured by the Pledged  Property as
defined in the  Security  Agreement  between  the Company and the Lender of even
date herewith.

10.  Issuance  of  Capital  Stock.  So  long  as any  portion  of  this  Note is
outstanding,  the Company shall not,  without the prior  written  consent of the
Lender,  (i) issue or sell shares of common  stock or preferred  .stock  without
consideration  or for a  consideration  per share less than the bid price of the
common  stock  determined  immediately  prior to its  issuance,  (ii)  issue any
warrant,  option, right,  contract,  call, or other security instrument granting
the holder thereof,  the right to acquire common stock without  consideration or
for a  consideration  less than such common  stock's bid price value  determined
immediately  prior to it's  issuance,  (iii) enter into any security  instrument
granting the holder a security interest in any and all assets of the Company, or
(iv) file any registration statement on Form S-8.

11.  Cancellation  of Note.  Upon the  repayment  by the  Company  of all of its
obligations  hereunder  to  the  Lender,  including,   without  limitation,  the
principal  amount  of  this  Note,  plus  accrued  but  unpaid   interest,   the
indebtedness  evidenced hereby shall be deemed canceled and paid in full. Except
as  otherwise  required  by law or by the  provisions  of  this  Note,  payments
received by the Lender  hereunder  shall be applied first  against  expenses and
indemnities,  next against  interest accrued on this Note, and next in reduction
of the outstanding principal balance of this Note.

12. Severability.  If any provision of this Note is, for any reason,  invalid or
unenforceable,  the remaining provisions of this Note will nevertheless be valid
and enforceable and will remain in full force and effect.  Any provision of this
Note that is held invalid or unenforceable by a court of competent  jurisdiction
will be deemed modified to the extent necessary to make it valid and enforceable
and as so modified will remain in full force and effect.

13.  Amendment  and Waiver.  This Note may be amended,  or any provision of this
Note may be waived,  provided that any such  amendment or waiver will be binding
on a party  hereto  only if such  amendment  or waiver is set forth in a writing
executed by the parties hereto.  The waiver by any such party hereto of a breach
of any  provision  of this Note shall not operate or be construed as a waiver of
any other breach.

14. Successors.  Except as otherwise  provided herein,  this Note shall bind and
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
permitted successors and assigns.


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<PAGE>


15.  Assignment.  This Note shall not be directly or  indirectly  assignable  or
delegable  by the  Company.  The  Lender  may  assign  this Note as long as such
assignment complies with the Securities Act of 1933, as amended.

16. No Strict Construction.  The language used in this Note will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party.

17.  Further  Assurances.  Each party hereto will execute all documents and take
such  other  actions  as the other  party  may  reasonably  request  in order to
consummate the  transactions  provided for herein and to accomplish the purposes
of this Note.

18.   Notices   Consents,   etc.  Any  notices,   consents,   waivers  or  other
communications  required or permitted to be given under the terms hereof must be
in writing and will be deemed to have been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) trading day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to the Company:       Ecuity, Inc.
                         800 Bellevue Way NE, Suite 600
                         Bellevue, WA 98004
                         Attention:        Shane Smith, CEO
                         Telephone:        (425) 562-2600
                         Facsimile:        (425) 643-0716

With a copy to:          Kirkpatrick Lockhart Nicholson & Graham LLP
                         201 South Biscayne Boulevard - Suite 2000
                         Miami, FL 33131-2399
                         Attention:        Clayton E. Parker, Esq.
                         Telephone:        (305) 539-3300
                         Facsimile:        (305) 358-7095

If to the Lender:        Cornell Capital Partners, LP
                         101 Hudson Street, Suite 3700
                         Jersey City, NJ 07302
                         Attention:        Mark A. Angelo
                         Telephone:        (201) 985-8300
                         Facsimile:        (201) 985-8266

With a copy to:          David Gonzalez, Esq.
                         101 Hudson Street, Suite 3700
                         Jersey City, NJ 07302
                         Telephone:        (201) 985-8300
                         Facsimile:        (201) 985-8266


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<PAGE>


or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other  party  three (3)  trading  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (A) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (B)   mechanically  or
electronically  generated by the sender's facsimile machine containing the time,
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service, shall be rebuttable evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

19. Remedies,  Other  Obligations,  Breaches and Injunctive Relief. The Lender's
remedies  provided in this Note shall be cumulative and in addition to all other
remedies available to the Lender under this Note, at law or in equity (including
a decree of specific  performance and/or other injunctive  relief), no remedy of
the Lender  contained  herein  shall be deemed a waiver of  compliance  with the
provisions  giving  rise to such  remedy  and  nothing  herein  shall  limit the
Lender's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note. No remedy conferred under this Note upon the Lender
is  intended  to be  exclusive  of any other  remedy  available  to the  Lender;
pursuant to the terms of this Note or otherwise.  No single or partial  exercise
by the Lender of any right,  power or remedy  hereunder shall preclude any other
or further exercise thereof.  The failure of the Lender to exercise any right or
remedy  under  this Note or  otherwise,  or delay in  exercising  such  right or
remedy,  shall not  operate as a waiver  thereof.  Every right and remedy of the
Lender under any document  executed in connection  with this  transaction may be
exercised  from  time to time  and as often as may be  deemed  expedient  by the
Lender.  The  Company  acknowledges  that  a  breach  by it of  its  obligations
hereunder will cause  irreparable  harm to the Lender and that the remedy at law
for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the Lender shall be entitled,  in
addition to all other  available  remedies,  to an  injunction  restraining  any
breach, and specific  performance without the necessity of showing economic loss
and without any bond or other security being required.

20.  Governing Law;  Jurisdiction.  All questions  concerning the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
the  internal  laws of the State of New  Jersey,  without  giving  effect to any
choice of law or conflict of law  provision or rule (whether of the State of New
Jersey or any other  jurisdictions) that would cause the application of the laws
of any  jurisdictions  other than the State of New  Jersey.  Each  party  hereby
irrevocably  submits to the exclusive  jurisdiction of the Superior Court of the
State of New Jersey sitting in Hudson  County,  New Jersey and the United States
Federal  District  Court for the District of New Jersey  sitting in Newark,  New
Jersey, for the adjudication of any dispute hereunder or in connection  herewith
or therewith,  or with any transaction  contemplated hereby or discussed herein,
and hereby  irrevocably  waives, and agrees not to assert in any suit, action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any  such  court,  that  such  suit,  action  or  proceeding  is  brought  in an
inconvenient  forum or that the  venue of such  suit,  action or  proceeding  is
improper.  Each party hereby  irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.


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<PAGE>


21. No Inconsistent Agreements.  None of the parties hereto will hereafter enter
into any agreement, which is inconsistent with the rights granted to the parties
in this Note.

22. Third Parties.  Nothing herein  expressed or implied is intended or shall be
construed to confer upon or give to any person or entity, other than the parties
to this Note and their respective permitted successor and assigns, any rights or
remedies under or by reason of this Note.

23. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR THE LENDER TO LOAN TO THE
COMPANY THE MONIES  HEREUNDER,  THE COMPANY  HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND
ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH THIS TRANSACTION.

24. Entire  Agreement.  This Note (including any recitals  hereto) set forth the
entire  understanding  of the parties with respect to the subject matter hereof,
and shall not be  modified  or affected  by any offer,  proposal,  statement  or
representation, oral or written, made by or for any party in connection with the
negotiation of the terms hereof,  and may be modified only by instruments signed
by all of the parties hereto.

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<PAGE>


IN WITNESS WHEREOF, this Promissory Note is executed by the undersigned as of
the date hereof.

                              CORNELL.CAPITAL PARTNERS, LP

                              By:      Yorkville Advisors, LLC
                              Its:     General Partner

                              By:
                              --------------------------------------------------
                              Name:    Mark Angelo
                              Its:     Portfolio Manager


                              ECUITY, INC.

                              By:
                              --------------------------------------------------
                              Name:    Shane Smith
                              Title:   Chief Executive Officer


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