ESCROW AGREEMENT

      THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of November 18,
2005 (the "Closing  Date"),  by and among Stephen  Elderkin and Royce D. Bybee ,
Richardson & Patel, LLP, with an address at 10900 Wilshire Blvd., Suite 500, Los
Angeles, CA 90024 (the "Escrow Agent"), and Detto Technologies,  Inc. ("DETTO").
Stephen  Elderkin,  Royce D. Bybee,  the Escrow  Agent,  and DETTO  collectively
referred to herein as the "Parties."

                                    RECITALS

      WHEREAS,  Stephen  Elderkin,  Royce D. Bybee and DETTO are parties to that
certain Purchase Agreement of even date herewith (the "Purchase Agreement");

      WHEREAS,  pursuant  to  Section  2.3 of the  Purchase  Agreement,  Stephen
Elderkin  has  agreed  to the  deposit  in  escrow  1,400,000  shares  of  DETTO
restricted common stock ("Elderkin Escrowed Shares") that he received as part of
the  consideration  for DETTO's  purchase from Stephen Elderkin of his shares of
the common stock of WhiteCanyon, Inc. (the "WhiteCanyon Stock");

      WHEREAS, pursuant to Section 2.3 of the Purchase Agreement, Royce D. Bybee
has agreed to the deposit in escrow 600,000 shares of DETTO's  restricted common
stock ("Bybee  Escrowed  Shares") that he received as part of the  consideration
for DETTO's  purchase  from Royce D. Bybee of his shares of the common  stock of
Channel Access, Inc. ("Channel Access Stock");

      WHEREAS,  pursuant to Section  2.3 of the  Purchase  Agreement,  DETTO has
agreed to deposit in escrow  the  WhiteCanyon  Stock and  Channel  Access  Stock
("DETTO Escrowed  Shares") that it is purchasing from Stephen Elderkin and Royce
D. Bybee until the  Convertible  Notes  issued to Stephen  Elderkin and Royce D.
Bybee  pursuant to Section  2.2(b) of the Purchase  Agreement are either paid in
full by DETTO or  converted  in full into  shares of DETTO's  restricted  common
stock;

      WHEREAS,  pursuant  to  Section  8.8 of the  Purchase  Agreement,  Stephen
Elderkin  and Royce D. Bybee have  agreed to  indemnify  DETTO and each of their
officers,  agents and directors  and pursuant to Section  2.2(e) of the Purchase
Agreement,  Stephen  Elderkin  and Royce D. Bybee have agreed that the shares of
DETTO's  restricted  common  stock  that  they  are to  receive  as  part of the
consideration  for  DETTO's  purchase of the  WhiteCanyon  Stock and the Channel
Access  Stock shall be  deposited  in escrow  together  with any other shares of
capital  stock or equity  securities of DETTO which may be issued to the Stephen
Elderkin  and  Royce D.  Bybee by reason of any  stock  dividend,  stock  split,
reverse  stock  split,   combination,   recapitalization,   reclassification  or
otherwise as security for such indemnification;

      WHEREAS,  the  Parties  have  requested  that the  Escrow  Agent  hold the
Escrowed Shares.

                                    AGREEMENT

      NOW, THEREFORE, the Parties agree as follows:

1.  Defined  Terms.  Capitalized  terms used and not  otherwise  defined in this
Escrow  Agreement  shall  have the  meanings  assigned  to them in the  Purchase
Agreement.

2. Escrow.

            2.1 Shares And Stock Powers To Be Placed In Escrow.



                                       1
<PAGE>

            (a)  DETTO  shall  deposit  the DETTO  Escrowed  Shares  along  with
executed Stock Powers giving the Escrow Agent power to sell, assign and transfer
such DETTO Escrowed Shares with appropriate signature guarantees (as required by
DETTO's transfer  agent).  The DETTO Escrowed Shares shall be held by the Escrow
Agent in this escrow in accordance with the provisions of this Escrow  Agreement
and shall not be subject to any lien,  attachment,  trustee process or any other
judicial process of any creditor of any party hereto.

            (b) Stephen Elderkin shall deposit the Elderkin  Escrowed Shares and
Royce D. Bybee shall  deposit the Bybee  Escrowed  Shares along with  respective
executed Stock Powers giving the Escrow Agent power to sell, assign and transfer
such DETTO Escrowed Shares with appropriate signature guarantees (as required by
DETTO's transfer agent).  Such shares of stock shall be held by the Escrow Agent
in this escrow in accordance  with the  provisions of this Escrow  Agreement and
shall not be  subject  to any lien,  attachment,  trustee  process  or any other
judicial process of any creditor of any party hereto.

      2.2 Release of Shares from Escrow Upon  Rescission of Purchase  Agreement.
If the  Purchase  Agreement  is  rescinded  pursuant  to  Section  2.3(c) of the
Purchase Agreement,  the DETTO Escrowed Shares shall be released from escrow and
delivered by the Escrow Agent to Stephen  Elderkin  (respect to the  WhiteCanyon
Stock) and to Royce D. Bybee (with respect to the Channel Access Stock) and both
the Elderkin  Escrowed  Shares and the Bybee  Escrowed  Shares shall be released
from escrow and delivered by the Escrow Agent to DETTO.

      2.3 Release of DETTO Escrowed Shares. When the Convertible Notes issued to
Stephen  Elderkin and Royce D. Bybee  pursuant to Section 2.2(b) of the Purchase
Agreement  are either paid in full by DETTO or  converted in full into shares of
DETTO's  restricted  common stock,  the DETTO Escrowed  Shares shall be released
from escrow and delivered by the Escrow Agent to DETTO.

      2.4  Indemnification.  If the Escrowed Shares are not released pursuant to
Section 2.2 above,  the Elderkin  Escrowed  Shares and the Bybee Escrowed Shares
shall be held in escrow  during the twelve (12) month period  starting  from the
Closing  Date.  The Elderkin  Escrowed  Shares shall secure  Stephen  Elderkin's
indemnification obligations to DETTO as set forth in Section 8.8 of the Purchase
Agreement  and  the  Bybee  Escrowed   Shares  shall  secure  Royce  D.  Bybee's
indemnification obligations to DETTO as set forth in Section 8.8 of the Purchase
Agreement.  The  Elderkin  Escrowed  Shares  and the Bybee  Escrowed  Shares are
subject  to  release  to DETTO or other  Indemnified  Party (as  defined  in the
Purchase Agreement) upon the terms set forth in Section 3 herein.

      2.5 Voting Of Shares.  Stephen Elderkin and Royce D. Bybee,  respectively,
shall  be  entitled  to  vote  their  respective  proportionate  amount  of  the
unreleased Elderkin Escrowed Shares and the Bybee Escrowed Shares.

      2.6 Dividends,  Etc. Any cash, securities or other property  distributable
(whether  by way of  dividend,  stock  split or  otherwise)  in respect of or in
exchange for any of the Elderkin  Escrowed  Shares or the Bybee Escrowed  Shares
shall not be  distributed  to Stephen  Elderkin  and Royce D. Bybee , but rather
shall be deposited with the Escrow Agent to be held in this escrow.  At the time
any  Elderkin  Escrowed  Shares or Bybee  Escrowed  Shares  are  required  to be
released from this escrow to any person pursuant to this Escrow  Agreement,  any
cash,  securities or other property  previously  distributed in respect of or in
exchange for the Elderkin  Escrowed Shares or the Bybee Escrowed Shares shall be
released from this escrow to such person.

      2.7  Transferability.  The interests of the Stephen  Elderkin and Royce D.
Bybee in this escrow and in the Elderkin  Escrowed  Shares or the Bybee Escrowed
Shares shall not be assignable or transferable,  other than by operation of law.
No transfer of any of such  interests by operation of law shall be recognized or
given effect until DETTO shall have received  written  notice of such  transfer.
The interests of DETTO in this escrow and in the DETTO Escrowed Shares shall not
be assignable or transferable, other than by operation of law.



                                       2
<PAGE>

3. Claim Procedures

      3.1 Claim Notice. During the twelve month period from the Closing Date, if
any  Indemnified  Party  determines  in good  faith that there is or has been an
event  giving rise to an  indemnification  obligation  under  Section 8.8 of the
Purchase  Agreement  (collectively,   an  "Indemnification   Event"),  and  such
Indemnified Party wishes to make a claim against the Elderkin Escrowed Shares or
Bybee   Escrowed   Shares,   respectively,   with   respect  to  such   possible
Indemnification  Event,  then such  Indemnified  Party may  deliver  to  Stephen
Elderkin  and/or Royce D. Bybee and the Escrow Agent (in accordance with Section
9.2 hereof) a written  notice of such possible  Indemnification  Event (a "Claim
Notice") setting forth (i) a brief description of the  circumstances  supporting
such Indemnified Party's belief that such possible  Indemnification Event exists
or has occurred;  and (ii) a non-binding,  preliminary estimate of the aggregate
dollar  amount  of all  damages  that have  arisen  and may arise as a direct or
indirect result of such possible  Indemnification  Event (such aggregate  amount
being referred to as the "Claim Amount").

      3.2 Response  Notice.  Within 15 days after the delivery of a Claim Notice
to Stephen  Elderkin  and/or Royce D. Bybee,  Stephen  Elderkin  and/or Royce D.
Bybee shall deliver to the Escrow Agent a written notice (the "Response Notice")
containing:  (i)  instructions  to the effect that Escrowed Shares having a Fair
Market  Value (as defined in Section 5 hereof)  equal to the entire Claim Amount
set  forth in such  Claim  Notice  are to be  released  from the  Escrow to such
Indemnified  Party;  OR (ii)  instructions  to the effect that  Escrowed  Shares
having a Fair  Market  Value equal to a  specified  portion  (but not the entire
amount) of the Claim  Amount set forth in such Claim  Notice are to be  released
from this escrow to such Indemnified  Party,  together with a statement that the
remaining  portion of such Claim Amount is being disputed;  OR (iii) a statement
that the entire Claim  Amount set forth in such Claim Notice is being  disputed.
If no  Response  Notice is  received  by the Escrow  Agent from  either  Stephen
Elderkin  and/or  Royce D. Bybee  within 30 days after the  delivery  of a Claim
Notice to Stephen  Elderkin  and/or Royce D. Bybee,  then both Stephen  Elderkin
and/or Royce D. Bybee shall be deemed to have given  instructions  to the Escrow
Agent that Escrowed  Shares having a Fair Market Value equal to the entire Claim
Amount set forth in such Claim  Notice are to be  released  to such  Indemnified
Party from this escrow.

      3.3 Release Of Escrow Shares To Indemnitees.

            (a) If Stephen Elderkin and/or Royce D. Bybee gives (or is deemed to
have given)  instructions  that Escrowed Shares having a Fair Market Value equal
to the entire Claim  Amount set forth in a Claim Notice are to be released  from
this escrow to an Indemnified  Party, then the Escrow Agent hereby is authorized
to transfer to such Indemnified  Party, from this escrow,  the Elderkin Escrowed
Shares  and/or the Bybee  Escrowed  Shares,  respectively,  having a Fair Market
Value equal to such respective Claim Amount.

            (b) If a Response Notice delivered by either Stephen Elderkin and/or
Royce D. Bybee in response to a Claim Notice contains instructions to the effect
that  Escrowed  Shares  having a Fair Market Value equal to a specified  portion
(but not the entire  amount) of the Claim  Amount set forth in such Claim Notice
are to be released from this escrow to an Indemnified Party, then (i) the Escrow
Agent is hereby  authorized  to transfer to such  Indemnified  Party,  from this
escrow,   the  Elderkin  Escrowed  Shares  and/or  the  Bybee  Escrowed  Shares,
respectively, having a Fair Market Value equal to such specified portion of such
respective  Claim Amount,  and (ii) the  procedures  set forth in Section 3.3(c)
hereof  shall  be  followed  with  respect  to the  remaining  portion  of  such
respective Claim Amount.



                                       3
<PAGE>

            (c) If a Response Notice  delivered by Stephen Elderkin and/or Royce
D.  Bybee in  response  to a Claim  Notice  contains a  statement  that all or a
portion of the Claim  Amount set forth in such  Claim  Notice is being  disputed
(such Claim  Amount or the disputed  portion  thereof  being  referred to as the
"Disputed  Amount"),  then,  notwithstanding  anything  contained  in  Section 4
hereof,  the Escrow  Agent shall  continue  to hold in this escrow the  Elderkin
Escrowed Shares and/or Bybee Escrowed Shares, respectively, having a Fair Market
Value equal to 125% of the Disputed Amount. Such Elderkin Escrowed Shares and/or
Bybee  Escrowed  Shares shall continue to be held in this escrow until such time
as (i) the applicable  Indemnified  Party and Stephen  Elderkin  and/or Royce D.
Bybee  execute a settlement  agreement  containing  instructions  regarding  the
release  of such  shares,  or (ii) the Escrow  Agent  receives a copy of a court
order containing  instructions to the Escrow Agent regarding the release of such
Elderkin  Escrowed Shares and/or Bybee Escrowed  Shares.  The Escrow Agent shall
thereupon   release  such  shares  from  this  escrow  in  accordance  with  the
instructions set forth in such settlement agreement or court order. (The parties
acknowledge  that it is appropriate to retain more than 100% of the Claim Amount
in this escrow in  recognition of the fact that the  Indemnified  Party may have
underestimated  the aggregate amount of the actual and potential damages arising
from a particular  Indemnification  Event,  and to cover  interest on such Claim
Amount.)

4.  Release Of Shares To Stephen  Elderkin  and Royce D.  Bybee.  On the date 12
months after the Closing Date (the "Scheduled  Escrow  Termination  Date"),  the
Escrow  Agent  shall  release to Stephen  Elderkin  and Royce D. Bybee from this
escrow all Elderkin  Escrowed  Shares and Bybee Escrowed  Shares,  respectively,
then held in this escrow,  other than any Elderkin  Escrowed Shares and/or Bybee
Escrowed  Shares  that are to be  retained  in this  escrow in  accordance  with
Section 3.3(c) hereof.  Any release of shares  pursuant to this Section 4 hereof
may be effected by mailing the stock  certificate to Stephen  Elderkin and Royce
D. Bybee, respectively,  certified mail, return receipt requested along with any
Stock Power executed by Stephen Elderkin or Royce D. Bybee..

5.  Valuation Of Shares Held In Escrow.  For purposes of this Escrow  Agreement,
the "Fair  Market  Value"  of the  shares  held in this  escrow  (the  "Escrowed
Shares") shall be deemed to be equal to the number of Escrowed Shares multiplied
by the stock price of DETTO's  common stock  (adjusted as appropriate to reflect
any stock split,  reverse  stock split,  stock  dividend or similar  transaction
effected by DETTO after the Closing Date),  determined as follows: for any date,
the price is determined by the first of the following clauses that applies:  (a)
if DETTO common  stock is then listed or quoted on a Trading  Market (as defined
below),  the daily volume  weighted  average price of such common stock for such
date (or the nearest preceding date) on the primary Trading Market on which such
common  stock is then listed or quoted as reported by Bloomberg  Financial  L.P.
(based on a trading day from 9:30 a.m.  ET to 4:02 p.m.  Eastern  Time);  (b) if
such common stock is not then listed or quoted on a Trading Market and if prices
for such common stock are then  reported in the "Pink  Sheets"  published by the
National  Quotation  Bureau  Incorporated  (or a similar  organization or agency
succeeding to its functions of reporting prices),  the most recent bid price per
share of such common  stock so  reported;  or (c) in all other  cases,  the fair
market  value of a share of such  common  stock as  determined  by a  nationally
recognized-independent  appraiser  selected  in  good  faith  by  the  board  of
directors of DETTO.  For  purposes of this  Section 5, the term  Trading  Market
means the following markets or exchanges on which DETTO's common stock is listed
or quoted for  trading on the date in  question:  the OTC  Bulletin  Board,  the
American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market
or the Nasdaq SmallCap Market.



                                       4
<PAGE>

6. Escrow Agent Fees & Expenses.  The Escrow  Agent shall  receive a fee for the
discharge of its duties under this Escrow Agreement.  In addition,  in the event
that the conditions of this Escrow  Agreement are not  fulfilled,  or the Escrow
Agent renders any material service not  contemplated by the Agreement,  or there
is any assignment of interest in the subject matter of this Escrow Agreement, or
any  material  modification  thereof,  or if  any  material  controversy  arises
hereunder,  or the Escrow Agent is made a party or justifiably intervenes in any
litigation  pertaining to this Escrow  Agreement,  or the subject matter hereof,
the Escrow  Agent shall be  additionally  and  reasonably  compensated  for such
extraordinary expenses,  including reasonable attorneys' fees, occasioned by any
delay, controversy, litigation or event, and the same may be recoverable jointly
and severally from all other Parties.  Detto will be responsible  for the escrow
fees and expenses.

7. Limitation Of Escrow Agent's Liability.

      7.1 Limitation.  The Escrow Agent shall incur no liability with respect to
any action  taken or  suffered by it in  reliance  upon any  notice,  direction,
instruction,  consent, statement or other documents believed by it to be genuine
and duly  authorized,  nor for other  action or inaction  except its own willful
misconduct  or  negligence.  The Escrow Agent shall not be  responsible  for the
validity or sufficiency of this  Agreement.  In all questions  arising under the
Escrow  Agreement,  the Escrow Agent may rely on the advice of counsel,  and for
anything  done,  omitted or suffered in good faith by the Escrow  Agent based on
such  advice the Escrow  Agent shall not be liable to anyone.  The Escrow  Agent
shall not be required to take any action hereunder  involving any expense unless
the  payment of such  expense  is made or  provided  for in a manner  reasonably
satisfactory  to it. The  Escrow  Agent may  conclusively  rely on, and shall be
protected when it acts in good faith upon, any statement,  certificate,  notice,
request,  consent,  order, or other document which it believes to be genuine and
signed by the proper Party.  The Escrow Agent shall have no duty or liability to
verify any such statement, certificate, notice, request, consent, order or other
document and its sole  responsibility  shall be to act only as set forth in this
Escrow Agreement.  The Escrow Agent shall be under no obligation to institute or
defend any action,  suit, or proceeding in connection with this Escrow Agreement
unless it is indemnified to its satisfaction.

      7.2 Escrow Agent as Depository  Only. The Escrow Agent acts hereunder as a
depository  only, and it is not  responsible or liable in any manner  whatsoever
for the  sufficiency,  correctness,  genuineness  or validity of any  instrument
deposited  with it  hereunder,  or with  respect to the form or execution of the
same,  or the identity,  authority or rights of any person,  executing the same.
The  Escrow  Agent  shall not be  required  to take or be bound by notice of any
default of any  person,  or to take any  action  with  respect  to such  default
involving  any  expense or  liability,  unless  notice in writing is given to an
officer of the Escrow Agent of such default by the  undersigned  or any of them,
and unless it is indemnified in a manner  satisfactory to it against any expense
or liability arising therefrom.  The Escrow Agent shall not be liable for acting
upon any notice, request,  waiver, consent, receipt or other papers or documents
not  believed  by the Escrow  Agent to be genuine and to have been signed by the
proper Party or Parties.

      7.3 No  Liability  for Error of  Judgment.  The Escrow  Agent shall not be
liable for any error of judgment or for any act done or step taken or omitted by
it in good faith,  or for any mistake of fact or law, or for  anything  which it
may do or  refrain  from doing in  connection  herewith  except its own  willful
misconduct.  The  Escrow  Agent  shall  not be  answerable  for the  default  or
misconduct  of any agent,  attorney or employee  appointed  by it if such agent,
attorney or employee shall have been selected with  reasonable  care. The Escrow
Agent may consult with legal counsel in the event of any dispute hereunder,  and
the Escrow Agent shall incur no liability and shall be fully protected in acting
in accordance with the opinion and instructions of any such counsel.



                                       5
<PAGE>

      7.4 Further Rights of Escrow Agent.  Except as otherwise  specifically for
in  this  Escrow  Agreement,  in the  event  of  any  disagreement  between  the
undersigned  or any of them,  or the  person or persons  named in the  foregoing
instructions,  or any other person, resulting in adverse claims or demands being
made in connection with or for any papers,  money or property involved herein or
affected  hereby,  the Escrow Agent shall be entitled at its option to refuse to
comply  with  any such  claim  or  demand,  so long as such  disagreement  shall
continue,  and in so refusing, the Escrow Agent shall not be or become liable to
the  undersigned  or any  of  them  or to  any  person  named  in the  foregoing
instructions  for the  failure  or refusal to comply  with such  conflicting  or
adverse  demands,  and the Escrow  Agent  shall be  entitled  to continue to do,
refrain or refuse to act until:  (a) the rights of adverse  claimants  have been
finally  adjudicated in a court assuming and having  jurisdiction of the Parties
and the money,  papers and property  involved herein or affected hereby;  or (b)
all differences shall have been adjusted by agreement and the Escrow Agent shall
have been notified  thereof in writing signed by all of the persons  interested;
and (c) Escrow Agent shall have the right, at any time, to commence interpleader
at the expense of all other Parties to this Escrow Agreement

      7.5  Indemnification Of Escrow Agent. All parties to this Escrow Agreement
(other than the Escrow Agent)  jointly and  severally,  hereby  indemnifies  the
Escrow Agent for, and hold it harmless against,  any loss,  liability or expense
incurred without  negligence or willful  misconduct on the part of Escrow Agent,
arising out of or in connection with its carrying out of its duties hereunder.

8. Successor Escrow Agent. In the event the Escrow Agent becomes  unavailable or
unwilling to continue in its capacity herewith,  the Escrow Agent may resign and
be discharged from its duties or obligations  hereunder by giving resignation to
the parties to this Escrow  Agreement,  specifying  not less than 60 days' prior
written notice of the date when such  resignation  shall take effect.  DETTO may
appoint a successor  Escrow Agent without the consent of either Stephen Elderkin
or Royce D. Bybee so long as such successor is a bank, and may appoint any other
successor  Escrow Agent with the consent of either Stephen  Elderkin or Royce D.
Bybee, which consent shall not be unreasonably  withheld. If, within such notice
period,  DETTO provides to the Escrow Agent written instructions with respect to
the  appointment of a successor  Escrow Agent and directions for the transfer of
any Escrowed Shares then held by the Escrow Agent to such successor,  the Escrow
Agent shall act in accordance with such  instructions and promptly transfer such
Escrow Shares to such designated successor.

9. General

      9.1 Other  Agreements.  Nothing in this  Escrow  Agreement  is intended to
limit any of the Parties or any Indemnified Party's rights, or any obligation of
the Parties,  under the Purchase  Agreement or under any other agreement entered
into in connection with the transactions contemplated by the Purchase Agreement.

      9.2 Notices. Any notice or other communication required or permitted to be
delivered to any party under this Escrow Agreement shall be in writing and shall
be deemed  properly  delivered,  given and received when  delivered (by hand, by
registered  mail, by courier or express delivery service or by facsimile) to the
address or facsimile  telephone  number set forth beneath the name of such party
below (or to such other  address  or  facsimile  telephone  number as such party
shall have specified in a written notice given to the other parties hereto):

                  if to the Escrow Agent:

                  Kevin K. Leung
                  Richardson & Patel LLP
                  10900 Wilshire Blvd.  Suite 500
                  Los Angeles, CA 90024
                  Facsimile:  310-208-1154]


                                       6
<PAGE>

                  if to DETTO:

                  with a copy to:

                  Kevin Leung
                  Richardson & Patel LLP
                  10900 Wilshire Blvd.  Suite 500
                  Los Angeles, CA 90024
                  Facsimile:  310-208-1154


                  if to Stephen Elderkin

                  WhiteCanyon, Inc.
                  713 West Johnson Drive
                  Gilbert, AZ  85233


                  if to Royce D. Bybee:

                  Channel Access, Inc.
                  286 East 1660 North
                  Orem, Utah 84507


      9.3  Counterparts.  This Escrow  Agreement  may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall constitute one and the same instrument.

      9.4 Headings.  The underlined  headings contained in this Escrow Agreement
are for convenience of reference only,  shall not be deemed to be a part of this
Escrow   Agreement  and  shall  not  be  referred  to  in  connection  with  the
construction or interpretation of this Escrow Agreement.

      9.5  Governing  Law;  Venue.  This  Escrow  Agreement  shall have the same
governing law and venue as the Purchase Agreement.

      9.6  Successors And Assigns;  Parties In Interest.  Subject to Section 2.7
hereof,  this Escrow  Agreement shall be binding upon:  DETTO and its successors
and assigns (if any);  Stephen  Elderkin and Royce D. Bybee and their respective
estates,  successors and assigns (if any). This Escrow  Agreement shall inure to
the benefit of: DETTO,  Stephen Elderkin,  Royce D. Bybee, the other Indemnified
Parties; and their respective successors (if any) of the foregoing.

      9.7 Waiver.

            (a) Except as specifically  set forth in this Escrow  Agreement,  no
failure on the part of any person to exercise  any power,  right,  privilege  or
remedy  under this Escrow  Agreement,  and no delay on the part of any person in
exercising any power,  right,  privilege or remedy under this Escrow  Agreement,
shall  operate as a waiver of such power,  right,  privilege  or remedy;  and no
single or partial exercise of any such power,  right,  privilege or remedy shall
preclude any other or further  exercise  thereof or of any other  power,  right,
privilege or remedy.



                                       7
<PAGE>

            (b) Except as specifically  set forth in this Escrow  Agreement,  no
person  shall be deemed to have  waived  any claim  arising  out of this  Escrow
Agreement, or any power, right, privilege or remedy under this Escrow Agreement,
unless the waiver of such claim, power, right,  privilege or remedy is expressly
set forth in a written  instrument duly executed and delivered on behalf of such
person; and any such waiver shall not be applicable or have any effect except in
the specific instance in which it is given.

      9.8  Amendments.  This  Escrow  Agreement  may not be  amended,  modified,
altered  or  supplemented  other  than by means  of a  written  instrument  duly
executed and delivered on behalf of all of the parties to this Escrow Agreement.

      9.9  Severability.  In  the  event  that  any  provision  of  this  Escrow
Agreement,  or the  application  of any such  provision  to any person or set of
circumstances,   shall  be   determined  to  be  invalid,   unlawful,   void  or
unenforceable  to any extent,  the remainder of this Escrow  Agreement,  and the
application of such provision to persons or circumstances other than those as to
which it is determined to be invalid, unlawful, void or unenforceable, shall not
be impaired or otherwise affected and shall continue to be valid and enforceable
to the fullest extent permitted by law.

      9.10 Entire  Agreement.  This Escrow Agreement and the Purchase  Agreement
and the other  agreements  contemplated in the Purchase  Agreement set forth the
entire  understanding  of the parties  relating to the subject matter hereof and
thereof and supersede all prior agreements and  understandings  among or between
any of the parties relating to the subject matter hereof and thereof.

      9.11 Construction.

            (a) For  purposes of this  Escrow  Agreement,  whenever  the context
requires:  the singular  number shall  include the plural,  and vice versa;  the
masculine  gender shall  include the feminine and neuter  genders;  the feminine
gender shall  include the masculine  and neuter  genders;  and the neuter gender
shall include the masculine and feminine genders.

            (b) The parties  hereto agree that any rule of  construction  to the
effect that  ambiguities are to be resolved against the drafting party shall not
be applied in the construction or interpretation of this Escrow Agreement.

            (c) As  used in this  Escrow  Agreement,  the  words  "include"  and
"including,"  and  variations  thereof,  shall  not be  deemed  to be  terms  of
limitation,  but rather  shall be deemed to be  followed  by the words  "without
limitation."

            (d) Except as otherwise  indicated,  all  references  in this Escrow
Agreement  to  "Sections"  are  intended  to refer to  Sections  of this  Escrow
Agreement.

      9.12 Facsimile Signatures. In the event that any signature is delivered by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.



                                       8
<PAGE>



      IN WITNESS WHEREOF,  the parties have executed this Escrow Agreement as of
the date first above written.


DETTO:                                    ESCROW AGENT:


Detto Technologies,                       Richardson & Patel LLP,
a Washington corporation                  a California limited liability
                                          partnership


By:  ______________________________       By:  ________________________________
Name:  Larry Mana'o                       Name:  Kevin Leung
Title:   President                        Title:    Partner






------------------------------------
Stephen Elderkin



------------------------------------
Royce D. Bybee




                                       9