NOTE & WARRANT FINANCING

SUMMARY OF TERMS

    The intent of this document is to describe, for negotiation purposes only, certain principal terms of the proposed Note & Warrant Financing of High-Tech Startup, an Oregon corporation (the "Company"). This document is not intended to be a binding agreement between the Noteholders and the Company with respect to the subject matter hereof, except for the paragraph regarding confidentiality. A binding agreement will not occur unless and until all necessary corporate approvals have been obtained and the parties have negotiated, approved, executed and delivered definitive agreements. Until execution and delivery of such definitive agreements, the Company and the Noteholders shall each have the absolute right to terminate all negotiations for any reason without liability or obligation.

Confidentiality

    The terms and conditions of this Summary of Terms, including its existence, shall be confidential information and shall not be disclosed to any third party without both the Company's and each Noteholder's consent, except that the Company and the Noteholders may disclose the terms and conditions described in this Summary of Terms including its existence to their respective officers, directors, employees, attorneys and other advisers, provided that such persons agree to the confidentiality restrictions contained herein. If any party determines that it is required by law to disclose information regarding this Summary of Terms, it shall, within a reasonable time before making any such disclosure or filing, consult with each other party regarding such disclosure or filing and seek confidential treatment for such portions of the disclosure or filing as may be reasonably requested by the other party.
    
KEY PROVISIONS

Proposed Financing Size	The Company proposes to offer Convertible Promissory Notes ("Notes") to a limited number of accredited investors for an aggregate principal amount of up to $300,000.00.
Minimum Principal Note Amount	$25,000.00
Closing	Rolling close; initial closing with a minimum aggregate of $75,000.00
Note Terms:
Interest	Simple interest at a rate of 8% per annum
Maturity	Principal and unpaid accrued interest on Notes shall be due and payable in full by October 31, 2008.
Automatic Conversion	The outstanding principal shall automatically convert upon the Company receiving an equity financing of at least, in the aggregate, a minimum amount of $1,000,000.00. The outstanding principal shall convert into the same securities issued in the Preferred Financing at the same price per share and upon the same terms and subject to the same conditions as the Preferred Financing investors.
Noteholder's Optional Conversion	The Noteholder may, within 10 days of receiving notification from the Company of the Company's election to pay the Note, to convert the Note into shares of the Company's common stock. Upon Noteholder's election, the Note shall convert into a number of shares equal to the unpaid principal amount of the Note divided by the Conversion Price of .20 per share.
Warrant Terms
Warrant Coverage	50%
Type of Stock	The Warrants will be exercisable for shares of the Company's common stock.
Limitation	The Company may limit the offering of Warrants to the Noteholders who provide the first $150,000.00 (aggregate).
Exercise Price	The exercise price shall be equal to the Note's Conversion Price. If the Note is automatically converted, the Conversion Price shall be equal to the price per share paid by the Preferred Financing investors. If the Note is converted at the Noteholder's option (Optional Conversion), the Conversion Price shall be .20 per share.
Exercise Period	The Warrant shall become exercisable upon issuance, which shall occur upon conversion of the Note, and shall remain exercisable until (i) 7 years following the date on which the Warrant was issued; (ii) the sale of all or substantially all the Company's assets; (iii) the sale of all the issued and outstanding shares of the Company's capital stock; (iv) the effective date of the Company's merger with another entity in which voting control of the Company changes hands; or (v) the sale of the Company's capital stock in an initial public offering, if not exercised within 10 days of the Noteholder receiving the Company's written notice of the occurrence of items (ii) through (v).