Note No. [ ]

THIS NOTE AND THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES  UNDER SAID ACT OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                            DETTO TECHNOLOGIES, INC.

                    SUBORDINATED CONVERTIBLE PROMISSORY NOTE

                                                                  XXXXX 28, 2005

$XX,000.00                                                   Seattle, Washington

      FOR VALUE  RECEIVED,  DETTO  TECHNOLOGIES,  INC.,  a Delaware  corporation
("Company"),  promises  to  pay to  XXXXXXXXXX.  ("Holder"),  or its  registered
assigns,  the  principal  sum of  $XX,000.00 or such lesser amount as shall then
equal the outstanding  principal amount hereof,  together with interest from the
date of this  Note on the  unpaid  principal  balance  at a rate  equal to eight
percent (8%) per annum. All unpaid principal,  together with any then unpaid and
accrued  interest and other  amounts  payable  hereunder,  shall be converted to
stock pursuant to Section 6 (unless  previously  converted pursuant to Section 6
hereof) on the earlier of (i) March 31, 2005 (the "Maturity  Date") or (ii) when
such amounts are made automatically due and payable upon or after the occurrence
of an Event of Default (as defined  below).  The following is a statement of the
rights of Holder and the conditions to which this Note is subject,  and to which
the Holder hereof, by the acceptance of this Note, agrees:

      1. DEFINITIONS. As used in this Note, the following capitalized terms have
the following meanings:

            (a) "Holder"  shall mean the Person  specified  in the  introductory
paragraph  of this Note or any  Person  who shall at the time be the  registered
holder of this Note.

            (b)  "Indebtedness" of a Person shall mean and include the aggregate
amount of, without  duplication (i) all obligations for borrowed money, (ii) all
obligations evidenced by bonds, debentures,  notes or other similar instruments,
(iii) all obligations to pay the deferred purchase price of property or services
(other  than  accounts  payable  incurred  in the  ordinary  course of  business
determined in accordance with generally accepted  accounting  principals),  (iv)
all obligations  with respect to capital leases,  (v) all guaranty  obligations,
(vi) all  obligations  created or arising  under any  conditional  sale or other
title retention  agreement with respect to property acquired by such Person, and
(vii) all reimbursement and other payment obligations,  contingent or otherwise,
in respect of letters of credit.

            (c) "Company" includes the corporation initially executing this Note
and any Person which shall succeed to or assume the obligations of Company under
this Note.

            (d) "Person" shall mean and include an individual, a partnership,  a
corporation  (including  a business  trust),  a joint stock  company,  a limited
liability  company,  an  unincorporated  association,  a joint  venture or other
entity or a governmental authority.

                                      -2-
<PAGE>

            (e) "Senior Indebtedness" shall mean, unless expressly  subordinated
to or made on a parity with the amounts due under this Note,  the  principal  of
(and  premium,  if any),  unpaid  interest  on and amounts  reimbursable,  fees,
expenses,  costs of  enforcement  and  other  amounts  due in  connection  with,
Indebtedness   of  Company  to  Imperial   Bank  or  other   current  or  future
institutional Indebtedness.

      2. INTEREST.  Accrued  interest on this Note shall be payable at such time
as the outstanding principal amount is converted pursuant to Section 6 and shall
be paid in shares of Common Stock (as defined in Section 6(a) below).

      3.  EVENTS  OF  DEFAULT.  The  occurrence  of any of the  following  shall
constitute an "Event of Default" under this Note:

            (a) Breaches of  Covenants.  The Company  shall fail in any material
respect to observe or perform any covenant,  obligation,  condition or agreement
contained  in this Note (other than those  covenants  specified  in Section 3(a)
hereof) and (i) such  failure is not  remedied,  cured or waived for a period of
thirty (30) days after the Company  has notice of the  failure,  or (ii) if such
failure is not curable  within such  thirty (30) day period,  but is  reasonably
capable of cure within sixty (60) days,  either (A) such failure shall  continue
for sixty (60) days or (B) Company  shall not have  commenced a cure in a manner
reasonably satisfactory to Holder within the initial thirty (30) day period; or

            (b) Representations  and Warranties.  Any representation or warranty
made by Company to Holder in this Note shall be untrue in any  material  respect
when made; or

            (c)  Voluntary  Bankruptcy or  Insolvency  Proceedings.  The Company
shall  (i) apply for or  consent  to the  appointment  of a  receiver,  trustee,
liquidator  or  custodian  of  itself  or of all or a  substantial  part  of its
property,  (ii) be unable,  or admit in writing its inability,  to pay its debts
generally as they mature, (iii) make a general assignment for the benefit of its
or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v)
become  insolvent  (as  such  term  may be  defined  or  interpreted  under  any
applicable statute),  (vi) commence a voluntary case or other proceeding seeking
liquidation,  reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or consent to any such relief or to the  appointment of or taking  possession of
its  property  by any  official  in an  involuntary  case  or  other  proceeding
commenced  against it, or (vii) take any action for the purpose of effecting any
of the foregoing; or

            (d) Involuntary  Bankruptcy or Insolvency  Proceedings.  Proceedings
for the appointment of a receiver,  trustee,  liquidator or custodian of Company
or of all or a substantial part of the property thereof,  or an involuntary case
or other proceedings  seeking  liquidation,  reorganization or other relief with
respect to Company or the debts  thereof  under any  bankruptcy,  insolvency  or
other similar law now or hereafter in effect shall be commenced and an order for
relief entered or such  proceeding  shall not be dismissed or discharged  within
thirty (30) days of commencement.

      4. RIGHTS OF HOLDER UPON DEFAULT.  Upon the  occurrence or existence of an
Event of  Default  pursuant  to  Paragraphs  3(a) or (b)  hereof and at any time
thereafter  during the continuance of such Event of Default,  Holder may, acting
alone and by written  notice to  Company,  declare all  outstanding  obligations
payable  by  Company  hereunder  to  be  immediately  due  and  payable  without
presentment,  demand,  protest or any other notice of any kind, all of which are
hereby   expressly   waived,   anything   contained   herein  to  the   contrary
notwithstanding.  Upon the  occurrence  or  existence  of any  Event of  Default
described in Paragraphs  3(c) and 3(d) hereof,  immediately  and without notice,
all outstanding  obligations  payable by Company  hereunder shall  automatically
become immediately due and payable, without presentment,  demand, protest or any
other notice of any kind,  all of which are hereby  expressly  waived,  anything
contained herein to the contrary  notwithstanding.  In addition to the foregoing
remedies,  upon the occurrence or existence of any Event of Default,  Holder may
exercise  any other  right,  power or remedy  otherwise  permitted to it by law,
either by suit in equity or by action at law, or both.

                                      -3-
<PAGE>

      5.  SUBORDINATION.  The  indebtedness  evidenced by this Note is a general
unsecured liability and is hereby expressly  subordinated,  to the extent and in
the manner  hereinafter  set forth,  in right of payment to the prior payment in
full of all of Company's current and future Senior Indebtedness.

      6. CONVERSION.

            (a)  Automatic   Conversion.   Effective   March  31st,   2005,  the
outstanding  principal  amount  of this  Note  (and  accrued  interest  upon the
election of the Company) shall be converted  automatically,  without any further
act of the Company or its shareholders,  into fully paid nonassessable shares of
Common Stock of the Company or such other series of preferred  securities issued
by the Company in a financing transaction after the date hereof, such conversion
to be  deemed  to  occur  simultaneously  with  the  closing  of  the  financing
transaction  and the  number  of  shares  of  Common  Stock  issuable  upon such
conversion to be determined  in accordance  with the  provisions of this Section
6(a).  The  Common  Stock  will  contain  what  is  commonly  called  "Piggyback
Registration  Rights"  which will be subject to customary  market  stand-off and
underwriter cutback provisions.

            The number of shares of Common Stock to be issued to the Holder upon
such  conversion  shall  be  determined  by  dividing  (A)  the  sum of (i)  the
outstanding  principal  balance and (ii) all accrued and unpaid interest through
the date of conversion  (if elected to be converted by the Company),  by (B) the
lesser  of the  price  per  share of the  Common  Stock in any  round of  equity
financing for which the company must issue shares, or one dollar ($1.00).

            In the alternative, at the Holder's sole option, Holder may elect to
convert into any financing  terms to which the Company has agreed after the date
hereof,  even if related  transaction  has not been fully  consummated  by March
31st,  2005; in such event,  Holder's note shall remain  unconverted  until such
closing has  occurred.  In the event that such closing does not occur,  Holder's
note shall then immediately  convert  according to the formula  described in the
precedent paragraph.

            (b) Issuance of Securities  on  Conversion.  As soon as  practicable
after  conversion of this Note,  the Company,  at its expense,  will cause to be
issued in the name of and delivered to the Holder of this Note, a certificate or
certificates  representing the number of fully paid and nonassessable  shares of
Common Stock to which Holder shall be entitled on such conversion. No fractional
shares will be issued on conversion of this Note.

            (c)  Termination  of Rights.  All rights  with  respect to this Note
shall  terminate  upon the  issuance of shares of the Common  Stock  issued upon
conversion  of this  Note,  whether  or not  this  Note  has  been  surrendered.
Notwithstanding  the foregoing,  the Holder agrees to surrender this Note to the
Company for cancellation as soon as is practicable  following conversion of this
Note.

      7.  SUCCESSORS  AND  ASSIGNS.  Subject  to the  restrictions  on  transfer
described in Section 9 below,  the rights and  obligations of Company and Holder
shall be binding upon and benefit the successors, assigns, heirs, administrators
and transferees of the parties.

      8. WAIVER AND AMENDMENT. Any provision of this Note may be amended, waived
or modified upon the written consent of Company and Holder.

      9. TRANSFER OF THIS NOTE OR SECURITIES ISSUABLE ON CONVERSION HEREOF. This
Note may only be transferred with the written consent of Company and Holder.

                                      -4-
<PAGE>

      10.  TREATMENT OF NOTE.  To the extent  permitted  by  generally  accepted
accounting  principles,  Company will treat, account and report the Note as debt
and not equity for  accounting  purposes and with  respect to any returns  filed
with federal, state or local tax authorities.

      11. NOTICES.  All notices and other  communications  required or permitted
hereunder shall be in writing,  shall be effective when given,  and shall in any
event be deemed to be given upon receipt or, if earlier, (a) five (5) days after
deposit with the U.S.  Postal Service or other  applicable  postal  service,  if
delivered by first class mail, postage prepaid, (b) upon delivery,  if delivered
by hand,  (c) one  business  day after the  business day of deposit with Federal
Express or similar  overnight  courier,  freight prepaid or (d) one business day
after the  business day of a facsimile  transmission,  if delivered by facsimile
transmission  with  copy by first  class  mail,  postage  prepaid,  and shall be
addressed (i) if to the Holder, at the Holder's address as set forth in the Note
Purchase Agreement or on the register maintained by the Company,  and (ii) if to
the Company,  at the address of its principal  corporate  offices  (Attn:  Chief
Executive Officer), or at such other address as a party may designate by written
notice to the other party pursuant to the provisions above.

      12.  GOVERNING  LAW.  This  Note  and  all  actions  arising  out of or in
connection  with this Note shall be governed by and construed in accordance with
the laws of the State of  Washington,  without  regard to the  conflicts  of law
provisions of the State of Washington or of any other state.


                                      -5-
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.

                                          DETTO TECHNOLOGIES, INC.
                                          a Delaware corporation

                                          By:
                                             -----------------------------------

                                          Print Name:
                                                     ---------------------------
                                          Title:
                                                --------------------------------


I HAVE READ, UNDERSTAND AND AGREE TO THE TERMS SET FORTH HEREIN.

                                          HOLDER

                                          By:
                                             -----------------------------------

                                          Print Name:
                                                     ---------------------------
                                          Title:
                                                --------------------------------


          [Signature Page to Subordinated Convertible Promissory Note]



                                      -6-