Exhibit 10.2


          FOURTH AMENDMENT TO SECURITIZATION AGREEMENTS

     THIS  FOURTH  AMENDMENT TO SECURITIZATION  AGREEMENTS  (this
"Amendment"),  is  made and entered into as of October  18,  2001
(the  "Effective Date"), by and between CONSOLIDATED  FREIGHTWAYS
FUNDING   LLC,   a  Delaware  limited  liability   company   (the
"Borrower"), CONSOLIDATED FREIGHTWAYS CORPORATION OF DELAWARE,  a
Delaware  corporation ("CFCD"; the Borrower and CFCD are referred
to  herein  individually as a "Company" and collectively  as  the
"Companies"),   and  GENERAL  ELECTRIC  CAPITAL  CORPORATION,   a
Delaware  corporation ("GE Capital"), in its  capacities  as  (i)
assignee   of  all  rights,  titles  and  interests  of   Redwood
Receivables  Corporation, a Delaware corporation  ("Redwood")  as
Conduit Lender (in such capacity, the "Conduit Lender"), (ii)  as
Committed  Lender (in such capacity, the "Committed  Lender";  in
its  dual  capacities as Conduit Lender and Committed Lender,  GE
Capital  is  herein  referred  to  as  "Lender"),  and  (iii)  as
Administrative  Agent  for  the Lender  (in  such  capacity,  the
"Administrative Agent").

                       W I T N E S E T H:

     WHEREAS,  CFCD  and the Borrower are parties  to  a  certain
Receivables  Sale and Contribution Agreement, dated as  of  April
27,  2001  (as amended to the date hereof, the "Sale  Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall  have the meanings given such terms in Annex X to the  Sale
Agreement as amended by this Amendment), whereby CFCD has  agreed
to  sell,  contribute or otherwise transfer to the Borrower,  and
the  Borrower  has agreed to purchase or otherwise  acquire  from
CFCD,  all  of  the  right, title and interest  of  CFCD  in  the
Receivables; and

     WHEREAS,   CFCD,   the   Borrower,  the   Lender   and   the
Administrative   Agent,  are  parties  to  a  certain   Servicing
Agreement,  dated as of April 27, 2001 (as amended  to  the  date
hereof,  the  "Servicing Agreement"), whereby  the  Borrower  has
appointed CFCD to service, administer and collect the Transferred
Receivables pursuant to the Funding Agreement (defined below)  on
the terms and conditions set forth therein; and

     WHEREAS,  the  Borrower, the Lender and  the  Administrative
Agent  are  parties  to a certain Receivables Funding  Agreement,
dated  as  of April 27, 2001 (as amended to the date hereof,  the
"Funding Agreement") (the Sale Agreement, the Servicing Agreement
and the Funding Agreement, together with all exhibits and annexes
thereto,   are   referred   to   herein   collectively   as   the
"Securitization  Agreements"), pursuant  to  which,  among  other
things,  the  Lender  has agreed, subject to  certain  terms  and
conditions,  to  make  Advances  to  the  Borrower  to  fund  its
purchases of the Receivables; and

     WHEREAS,  pursuant  to  that certain  Assignment  Agreement,
dated as of the date hereof, between Redwood and GE Capital  (the
"Redwood Assignment"), Redwood has assigned and transferred to GE
Capital,  and  GE Capital has accepted, all of Redwood's  rights,
titles  and  interests as a Conduit Lender in and to  Transferred
Receivables,  the  Borrower Collateral, the  Advances  and  other
Borrower  Secured  Obligations  owing  to  Redwood,  the  Funding
Agreement  and  the  other Related Documents  (collectively,  the
"Redwood Interest"); and

     WHEREAS,    the   Companies   have   requested   that    the
Securitization Agreements be amended in certain respects and that
certain  waivers  be  granted, and GE  Capital  (in  its  various
capacities) is willing to agree to such amendments and grant such
waivers subject to the terms and conditions of this Amendment.

     NOW  THEREFORE, in consideration of the premises and  mutual
covenants   contained  herein,  and  other  good   and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged, the parties hereto agree as follows:

     1.    Waivers of Certain Events.  Subject to the  terms  and
conditions  of  this Amendment, including without limitation  the
fulfillment  of  the  conditions to  effectiveness  specified  in
Section  7  below,  the  Lender, the  Administrative  Agent,  the
Collateral  Agent  and  the  Liquidity  Agent  hereby  waive  any
Termination  Event or Incipient Termination Event  under  Section
9.01(b) or (m) of the Funding Agreement and any Event of Servicer
Termination or Incipient Servicer Termination Event under Section
6.01(c) or (p) of the Servicing Agreement which may have resulted
from  the  occurrence  of  an "Event of  Default"  under  Section
8.1(n)(i) of the Standby Letter of Credit Agreement (as in effect
immediately  prior to the effectiveness of the Fourth  Letter  of
Credit  Agreement Amendment as defined below) on account  of  the
Parent's  failure to receive prior to October 15, 2001, the  Debt
proceeds  specified therein; provided that the aforesaid  waivers
relate  solely  to  the  specific  covenants,  period  and  event
described  above  and nothing in this Amendment is  intended,  or
shall  be  construed,  to  waive  any  other  Termination  Event,
Incipient  Termination  Event, Event of Servicer  Termination  or
Incipient   Servicer   Termination   Event   (including   without
limitation  any  Termination Event, Incipient Termination  Event,
Event  of  Servicer Termination or Incipient Servicer Termination
Event  which  may  result  from any failure  by  Parent  and  its
Subsidiaries  to  comply with any of the financial  covenants  in
Annex  4.02(p)  to the Sale Agreement or Annex C to  the  Standby
Letter  of Credit Agreement, as such annexes are in effect  after
giving effect to this Amendment and the Fourth Standby Letter  of
Credit  Amendment,  for the fiscal quarter ending  September  30,
2001).

2.   Amendments of Securitization Agreements.  Subject to the
terms and conditions of this Amendment, including without
limitation the fulfillment of the conditions to effectiveness
specified in Section 7 below, the Securitization Agreements shall
be amended as follows:
          (A)   Amendments  to Funding Agreement.    The  parties
signatory to the Funding Agreement hereby agree that the  Funding
Agreement shall be amended as follows:

         (1)    Section  5.02(b)  of  the  Funding  Agreement  is
     hereby  deleted  in  its  entirety  and  the  following  new
     Section 5.02(b) is substituted in lieu thereof:

          The  Borrower  hereby agrees that, from and  after  the
          Closing  Date and until the Termination Date, it  shall
          deliver  or  cause to be delivered to the Lenders,  the
          Administrative Agent and the Collateral  Agent  (i)  as
          soon  as available and in any event no later than 12:00
          noon  (New York time) on each Business Day, a Borrowing
          Base   Certificate,  and  (ii)  such   other   reports,
          statements  and  reconciliations with  respect  to  the
          Borrowing  Base or Borrower Collateral as  any  Lender,
          the  Administrative Agent or the Collateral Agent shall
          from time to time request in its reasonable discretion.

          (2)   Section 6.03 of the Funding Agreement  is  hereby
     amended  by adding the following new subsection (d)  at  the
     end thereof:

          (d)   Notwithstanding anything herein to the  contrary,
          no  distribution  shall be made to the  Servicer  under
          Section 6.03(a)(ii)(3) or (4) if and for so long as the
          Originator is the Servicer.

          (3) Section 6.04 of the Funding Agreement is hereby
     amended by adding the following new subsection (c) at the
     end thereof:

          (c)   Notwithstanding anything herein to the  contrary,
          if  and  as  for  so  long  as the  Originator  is  the
          Servicer,  no  distribution under  Section  6.04(a)(ii)
          shall  be  made to the Servicer but rather the Borrower
          shall  pay  to  the  Servicer on each  Settlement  Date
          during  the  Revolving Period an amount  equal  to  the
          Servicer's accrued but unpaid Servicing Fee as  of  the
          end of the immediately preceding Settlement Period.

          (4)   Annex 5.02(a) to the Funding Agreement is  hereby
     amended by adding the following new sentence at the  end  of
     paragraph (a) thereof:

          For each month in which the Servicer is the Originator,
          such  Monthly Report also shall be accompanied  by  the
          written  Certificate of the Chief Financial Officer  of
          the  Parent, substantially in the form attached  hereto
          as  Exhibit 5.02(a) that all Servicing Fees due to  the
          Servicer  with respect to the fiscal month  covered  by
          such  Monthly Report have been paid to the Servicer  by
          the   Borrower  in  accordance  with  the   terms   and
          conditions  of the Funding Agreement and the  Servicing
          Agreement  or, if that is not the case, describing  the
          nature and status thereof and all efforts undertaken to
          cure such failure to pay.

     The Funding Agreement is hereby further amended by adding  a
     new  Exhibit  5.02(a) thereto in the form attached  to  this
     Amendment as Appendix II.

          (B)    Amendment  to  Sale  Agreement.    The   parties
signatory  to the Sale Agreement hereby agree that Annex  4.02(p)
to  the  Sale Agreement shall be deleted in its entirety and  the
replacement Annex 4.02(p) attached to this Amendment as  Appendix
I shall be substituted in lieu thereof.

          (C)   Amendments to Servicing Agreement.   The  parties
signatory  to  the Servicing Agreement hereby agree that  Section
6.01(p)  of  the  Servicing Agreement is hereby  deleted  in  its
entirety and the following new Section 6.01(p) is substituted  in
lieu hereof

                (p)   an  "Event  of Default" (as  such  term  is
          defined  in  the Standby Letter of Credit Agreement  or
          the  Revolving  Credit Agreement) shall occur,  or  the
          occurrence  of the Standby Letter of Credit  Commitment
          Termination Date; or

          (D)   Amendments to Annex X.  The parties signatory  to
each  of  the  Funding  Agreement, the  Sale  Agreement  and  the
Servicing Agreement hereby agree to amend Annex X to the  Funding
Agreement,  the  Sale  Agreement and the Servicing  Agreement  as
follows:

          (1)   The  following definitions are  hereby  added  to
     Annex X to the Funding Agreement, the Sale Agreement and the
     Servicing Agreement in the appropriate alphabetic order:

                "Fourth Standby Letter of Credit Amendment" shall
          mean   the   Fourth  Amendment  to  Letter  of   Credit
          Agreements,  dated  as  of October  18,  2001,  between
          Parent,  the Standby L/C Creditor and the other parties
          thereto.

               "Revolving Credit Agreement" shall mean the Credit
          Agreement contemplated to be entered into on or  before
          October  31,  2001, among the Parent as  Borrower,  the
          other  Credit Parties signatory thereto, and GE Capital
          as  Lender  and pursuant to which (and subject  to  the
          terms and conditions of which) it is contemplated  that
          the  Parent may obtain a revolving loan facility of  up
          to  $50,000,000 from GE Capital, together with any  and
          all    amendments,    restatements    supplements    or
          modifications thereto or any refinancings, replacements
          or  refundings thereof by GE Capital.  Nothing in  this
          Annex  X or any other Related Document is intended,  or
          shall be construed, to be an offer, promise, commitment
          or  agreement by GE Capital to enter into the Revolving
          Credit  Agreement or to extend any credit to the Parent
          thereunder.

                "Revolving  Credit Agreement Closing Date"  shall
          mean  the date on which the initial loan is made by  GE
          Capital  to  the  Parent  under  the  Revolving  Credit
          Agreement.

          (2)   The  definitions of the terms  "Committed  Lender
     Funding Event" and "Payroll Reserve" set forth in Annex X to
     the  Funding Agreement, the Sale Agreement and the Servicing
     Agreement  are  hereby deleted in their entireties  and  the
     following  respective amended definitions of such terms  are
     substituted in lieu thereof:

                "Committed Lender Funding Event" shall  mean  the
          occurrence  of  (a) any Redwood Termination  Date  (but
          only if both (i) no Termination Event has occurred  and
          is continuing and (ii) the Committed Lender Expiry Date
          has not occurred) or (b) any Redwood Transfer Date.

                "Payroll  Reserve" shall mean (i)  at  all  times
          during  the  period from the Third Amendment  Effective
          Date  through the earlier of October 31, 2001  and  the
          Revolving  Credit  Agreement Closing  Date,  an  amount
          equal  to  $5,000,000 and (ii) at all times thereafter,
          an  amount equal to $15,000,000.  The imposition of the
          Payroll Reserve is not intended to modify or impair the
          Administrative Agent's discretion to impose  additional
          reserves with respect to the unpaid employee payroll of
          the  Parent and its Subsidiaries under clause  (iv)  of
          the definition of the term "Reserves" herein.

     3.   No Other Waivers or Amendments.  Except for the waivers and
amendments expressly set forth and referred to in Section  1  and
Section  2  above,  respectively, the  Securitization  Agreements
shall remain unchanged and in full force and effect.

4.   Representations and Warranties.  Each Company hereby
represents and warrants to the Lender and the Administrative
Agent that (a) this Amendment has been duly authorized, executed
and delivered by such Company, (b) after giving effect to this
Amendment and the Fourth Letter of Credit Agreement Amendment, no
Termination Event, Incipient Termination Event, Event of Servicer
Termination or Incipient Servicer Termination Event in respect of
such Company has occurred and is continuing as of this date, and
(c) after giving effect to this Amendment and the Fourth Letter
of Credit Agreement Amendment, all of the representations and
warranties made by such Company in the Securitization Agreements
are true and correct in all material respects on and as of the
date of this Amendment (except to the extent that any such
representations or warranties expressly referred to a specific
prior date).  Any breach in any material respect by any Company
of any of its representations and warranties contained in this
Section 4 shall be a Termination Event and an Event of Servicer
Termination for all purposes of the Securitization Agreements.
Any Advances made on the Effective Date shall be deemed to have
been requested and funded after giving effect to this Amendment.
5.   Ratification.  Each Company hereby ratifies and reaffirms
each and every term, covenant and condition set forth in the
Securitization Agreements and all other documents delivered by
such Company in connection therewith (including without
limitation the other Related Documents to which each Company is a
party), effective as of the date hereof.
6.   Estoppel.  To induce GE Capital (in its various capacities)
to enter into this Amendment, each Company hereby acknowledges
and agrees that, as of the date hereof, there exists no right of
offset, defense or counterclaim in favor of any Company as
against Redwood or GE Capital (in its various capacities) with
respect to the obligations of any Company to Redwood or GE
Capital (in its various capacities) under the Securitization
Agreements or the other Related Documents, either with or without
giving effect to this Amendment.
7.   Conditions to Effectiveness.  This Amendment shall become
effective, as of the Effective Date, subject to the prior or
subsequent (i) receipt by the Administrative Agent of this
Amendment, duly executed, completed and delivered by each of the
Companies and by GE Capital in its various capacities; (ii)
receipt by the Administrative Agent of the Amendment Fee Letter
of  even date between the Borrower and the Administrative Agent
(the "Amendment Fee Letter"), duly executed and delivered by such
parties, (iii) receipt by the Administrative Agent of a Borrowing
Base Certificate dated the date hereof, in form and substance
satisfactory to Agent, (iv) receipt by the Administrative Agent
of evidence satisfactory to it that all conditions precedent to
the effectiveness of the Fourth Amendment to Letter of Credit
Agreements of even date between the Debtor, the other Credit
Parties party thereto and the Standby L/C Creditor (the "Fourth
Letter of Credit Document Amendment") have been fulfilled (other
than the effectiveness of this Amendment), and (v) receipt by the
Administrative Agent for the account of GE Capital of the
Amendment Fee in the amount specified in the Amendment Fee
Letter, which fee shall be non-refundable and fully earned upon
payment thereof by the Borrower.  The Administrative Agent shall
promptly notify the Companies in writing when the conditions
specified in clauses (i), (ii) and (iii) above are satisfied.  It
is the intention and agreement of the parties that the assignment
and transfer of the Redwood Interest by Redwood to GE Capital
under the Redwood Assignment shall be deemed to have occurred
immediately prior to the effectiveness of this Amendment.  Upon
the effective date of this Amendment, (i) the amendments to the
financial covenants in Annex 4.02 (p) to the Sale Agreement as
provided for in Appendix I attached hereto shall be deemed
effective retroactively as of July 1, 2001, and (ii) all other
amendments set forth in Section 2 of this Amendment shall become
effective as of the Effective Date of this Amendment.
8.   Reimbursement of Expenses.  Each Company hereby agrees that
it shall reimburse the Administrative Agent on demand for all
costs and expenses (including without limitation reasonable
attorney's fees) incurred by the Administrative Agent in
connection with the negotiation, documentation and consummation
of this Amendment and the other documents executed in connection
herewith and therewith and the transactions contemplated hereby
and thereby.
9.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE.
10.  Severability of Provisions.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.  To
the extent permitted by Applicable Law, each Company hereby
waives any provision of law that renders any provision hereof
prohibited or unenforceable in any respect.
11.  Counterparts.  This Amendment may be executed in any number
of several counterparts, all of which shall be deemed to
constitute but one original and shall be binding upon all
parties, their successors and permitted assigns.
12.  Entire Agreement.  The Securitization Agreements as amended
by this Amendment embody the entire agreement between the parties
hereto relating to the subject matter hereof and supersedes all
prior agreements, representations and understandings, if any,
relating to the subject matter hereof.
13.  Originators' and GE Capital's Capacities.  CFCD is executing
and delivering this Amendment both in its capacity as an
Originator under the Sale Agreement and as a Servicer under the
Servicing Agreement, and all references herein to "CFCD" shall be
deemed to include CFCD in both such capacities unless otherwise
expressly indicated.  GE Capital is executing and delivering this
Amendment in its various capacities as Lender and the
Administrative Agent, and all references herein to "GE Capital"
shall be deemed to include it in all such capacities unless
otherwise expressly indicated.
     IN  WITNESS WHEREOF, the parties have caused this  Amendment
to  be duly executed by their respective officers thereunto  duly
authorized, as of the date first above written.





                         CONSOLIDATED FREIGHTWAYS FUNDING LLC, as
                         Borrower


                         By:/s/Kerry K. Morgan
                         Name:Kerry K. Morgan
                         Title:Vice President and Treasurer





                         CONSOLIDATED FREIGHTWAYS CORPORATION OF
                         DELAWARE, as Originator and Servicer




                         By:/s/Robert E. Wrightson
                         Name:Robert E. Wrightson
                         Title:Executive Vice President and
                                 Chief Financial Officer




                         GENERAL ELECTRIC CAPITAL CORPORATION,
                         as Lender and Administrative Agent


                         By:/s/Craig Winslow
                         Name:Craig Winslow
                         Duly Authorized Signatory


   APPENDIX I TO FOURTH AMENDMENT TO SECURITIZATION AGREEMENTS

                  ANNEX 4.02(p) (Section 6.10)
                               to
                        CREDIT AGREEMENT

                       FINANCIAL COVENANTS

     (a)   Minimum Fixed Charge Coverage Ratio.  The Borrower and
its  Subsidiaries shall have on a consolidated basis, as  of  the
end  of  each  Fiscal  Quarter set forth below,  a  Fixed  Charge
Coverage Ratio for the Rolling Period then ended of not less than
the following:

          Fiscal Quarter             Minimum Fixed
                                         Charge
                                     Coverage Ratio

          Fiscal Quarter ending       0.20 to 1.00
          September 30, 2001

          Fiscal Quarter ending       0.01 to 1.00
          December 31, 2001

          Fiscal Quarter ending       -1.0 to 1.00
          March 31, 2002

          Fiscal Quarter ending       0.30 to 1.00
          June 30, 2002

          Fiscal Quarter ending       1.60 to 1.00
          September 30, 2002

          Fiscal Quarter ending       1.70 to 1.00
          December 31, 2002 and
          each Fiscal Quarter
          thereafter



     (b)    Minimum  Tangible  Net  Worth.   Borrower   and   its
Subsidiaries  on a consolidated basis shall have a  Tangible  Net
Worth,  (i) as of the Closing Date and as of the end of  each  of
the  second  and third Fiscal Quarters of the Fiscal Year  ending
December 31, 2001, of not less than $180,000,000, (ii) as of  the
end  of  the  fourth  Fiscal Quarter of the  Fiscal  Year  ending
December 31, 2001, of not less than $150,000,000, (iii) as of the
end of each of the first, second and third Fiscal Quarters of the
Fiscal   Year  ending  December  31,  2002,  of  not  less   than
$120,000,000, and (iv) as of the end of the fourth Fiscal Quarter
of  the Fiscal Year ending December 31, 2002 and as of the end of
each of the first, second and third Fiscal Quarters of the Fiscal
Year  ending  December 31, 2003, of not less  than  $130,000,000.
Thereafter, Borrower and its Subsidiaries on a consolidated basis
shall  have, as of the end of each Fiscal Year ending on or after
December  31,  2003  (each such Fiscal  Year  herein  called  the
"Subject  Fiscal  Year") and as of the end  of  the  first  three
Fiscal  Quarters  of the immediately succeeding  Fiscal  Year,  a
Tangible  Net Worth of not less than the sum of (i)  the  minimum
Tangible  Net Worth required hereunder for the Fiscal Year  which
immediately  preceded  the Subject Fiscal  Year  (or,  where  the
Subject Fiscal Year is the Fiscal Year ending December 31,  2003,
the  sum  of  $130,000,000) plus (ii) an amount  equal  to  fifty
percent (50%) of the positive net income of the Borrower and  its
Subsidiaries on a consolidated basis for the Subject Fiscal  Year
plus  (iii) an amount equal to one hundred percent (100%) of  the
amount  of  any  equity raised by or capital contributed  to  the
Borrower  during the Subject Fiscal Year (in the case  of  equity
raised  or  capital contributed, net of the bona fide, reasonable
expenses, if any, relating to the raising of such equity or  such
capital  contribution and paid to Persons who are not  Affiliates
of the Borrower).

     (c)   Minimum  EBITDA.  Borrower and its Subsidiaries  shall
have  on  a consolidated basis for each Fiscal Quarter set  forth
below  an  EBITDA for the Rolling Period then ended of  not  less
than the following:

          Fiscal Quarter            Minimum EBITDA

          Fiscal Quarter ending     $8,000,000
          September 30, 2001

          Fiscal Quarter ending     $6,000,000
          December 31, 2001

          Fiscal Quarter ending     -$17,000,000
          March 31, 2002

          Fiscal Quarter ending     $15,000,000
          June 30, 2002

          Fiscal Quarter ending     $53,000,000
          September 30, 2002

          Fiscal Quarter ending     $80,000,000
          December 31, 2002 and
          for each Fiscal Quarter
          thereafter


     (d)    Maximum  Capital  Expenditures.   Borrower  and   its
Subsidiaries shall not make or incur any Capital Expenditures if,
after  giving effect thereto, the aggregate amount of all Capital
Expenditures  made or incurred by Borrower and  its  Subsidiaries
during  any period of four (4) consecutive Fiscal Quarters  would
exceed the amounts set forth below for such period:



          Four Consecutive Fiscal   Maximum Capital
          Quarters Ending           Expenditures

          Fiscal Quarter ending     $35,000,000
          June 30, 2001

          Fiscal Quarter ending     $36,000,000
          September 30, 2001

          Fiscal Quarter ending     $30,000,000
          December 31, 2001

          Fiscal Quarter ending     $25,000,000
          March 31, 2002 and for
          each Fiscal Quarter
          thereafter



     Capitalized  terms  used in this Annex C and  not  otherwise
defined below shall have the respective meanings ascribed to them
in  Annex  A.   The  following terms shall  have  the  respective
meanings set forth below:

     "Capital  Expenditures"  shall mean,  with  respect  to  any
Person,  all  expenditures (by the expenditure  of  cash  or  the
incurrence  of Indebtedness) by such Person during any  measuring
period  for any fixed assets or improvements or for replacements,
substitutions  or additions thereto, that have a useful  life  of
more  than one year and that are required to be capitalized under
GAAP,  but excluding (i) Capital Expenditures of the Borrower  or
any  Subsidiary Guarantor financed by the incurrence of Term Debt
to  the  extent that such Term Debt is permitted to  be  incurred
under  Section  6.3, provided that on or prior  to  the  date  of
incurrence of such Term Debt, Borrower has furnished to Lender  a
written  statement of sources and uses of such Term  Debt,  which
statement  describes with particularity the principal  amount  of
the Term Debt to be used for the proposed Capital Expenditure and
the  fixed  assets  or  improvements to  be  acquired,  replaced,
substituted or added to in connection with such proposed  Capital
Expenditure, (ii) the purchase of the Vancouver Property  by  the
Borrower, provided that to the extent the purchase price  of  the
Vancouver  Property  exceeds $25,000,000, such  excess  shall  be
included  as  a  Capital Expenditure for purposes of  determining
compliance  with  the  Maximum Capital Expenditure  covenant  set
forth  in  paragraph  (d)  of this Annex  C,  (iii)  any  Capital
Expenditures  incurred  by the Borrower in  connection  with  the
refinancing of the Participation Agreement, provided that to  the
extent  that  such Capital Expenditures exceed $22,500,000,  such
excess shall be included as a Capital Expenditure for purposes of
determining  compliance  with  the  Maximum  Capital  Expenditure
covenant  set forth in paragraph (d) of this Annex  C,  (iv)  any
purchase  by  the Borrower or any Subsidiary of fixed  assets  or
improvements to the extent that such purchase qualifies for like-
kind  tax treatment under Section 1031 of the IRC, provided  that
such  exclusion from Capital Expenditures under this clause  (iv)
shall be limited to an amount not to exceed the lesser of (x) the
cash   proceeds  received  from  the  transfer  of  the  property
relinquished  in  the like-kind exchange, assuming  for  purposes
hereof that the Borrower or Subsidiary does not qualify for like-
kind  tax  treatment under Section 1031 of the IRC in  connection
with  such  transfer  and (y) the value of the  fixed  assets  or
improvements purchased by the Borrower in the subject transaction
which qualifies for like-kind tax treatment under Section 1031 of
the  IRC,  (v) any purchase by the Borrower or any Subsidiary  of
fixed assets or improvements with the proceeds received from  the
sale of the Menlo Park Property, provided that on or prior to the
date of any such Capital Expenditures, Borrower has furnished  to
Lender  a  written statement of sources and uses of the  proceeds
from  the  sale  of  the  Menlo Park  Property,  which  statement
describes with particularity the amount of the proceeds from  the
sale  of  the  Menlo Park Property to be used  for  the  proposed
Capital  Expenditure and the fixed assets or improvements  to  be
acquired,  replaced, substituted or added to in  connection  with
such proposed Capital Expenditures, and (vi) such other items  as
Borrower and Lender may agree in writing to exclude.

     "EBITDA"  shall  mean, with respect to any  Person  for  any
fiscal period, the amount equal to (a) consolidated net income of
such  Person  for  such  period, plus (b)  the  sum  of  (i)  any
provision  for  income taxes, (ii) Interest Expense,  (iii)  loss
from  extraordinary items for such period, (iv) depreciation  and
amortization  for  such period, (v) amortized debt  discount  for
such period, (vi) the amount of any deduction to consolidated net
income  as  the  result  of  any grant  to  any  members  of  the
management of such Person of any Stock, and (vii) Lease Expenses,
in  each  case  to  the  extent included in  the  calculation  of
consolidated  net  income  of such  Person  for  such  period  in
accordance with GAAP, but without duplication, minus (c) the  sum
of  (i) income tax credits, (ii) interest income, (iii) gain from
extraordinary items for such period, (iv) any aggregate net  gain
(but  not any aggregate net loss) during such period arising from
the sale, exchange or other disposition of capital assets by such
Person   (including  any  fixed  assets,  whether   tangible   or
intangible,   all   inventory  sold  in  conjunction   with   the
disposition  of fixed assets and all securities),  provided  that
there shall be excluded from the amount of any aggregate net gain
under this clause (iv), in solely the Fiscal Quarter ending March
31,  2001,  an amount equal to the lesser of (x) $19,200,000  and
(y)   the  actual  gain  recognized  by  the  Borrower  and   its
Subsidiaries from the sale of its Portland, Oregon administrative
complex and (v) any other non-cash gains that have been added  in
determining consolidated net income (including LIFO adjustments),
in  each  case  to  the  extent included in  the  calculation  of
consolidated  net  income  of such  Person  for  such  period  in
accordance with GAAP, but without duplication,.  For purposes  of
this  definition,  the  following  items  shall  be  excluded  in
determining consolidated net income of a Person: (A)  the  income
(or  deficit) of any other Person accrued prior to  the  date  it
became a Subsidiary of, or was merged or consolidated into,  such
Person  or any of such Person's Subsidiaries; (B) the income  (or
deficit)  of any other Person (other than a Subsidiary) in  which
such  Person has an ownership interest, except to the extent  any
such income has actually been received by such Person in the form
of   cash  dividends  or  distributions;  (C)  the  undistributed
earnings of any Subsidiary of such Person to the extent that  the
declaration  or payment of dividends or similar distributions  by
such Subsidiary is not at the time permitted by the terms of  any
contractual obligation or requirement of law applicable  to  such
Subsidiary;  (D)  any restoration to income  of  any  contingency
reserve, except to the extent that provision for such reserve was
made  out  of income accrued during such period; (E) any write-up
of  any  asset;  (F)  any  net gain from the  collection  of  the
proceeds  of  life insurance policies; (G) any net  gain  arising
from  the  acquisition of any securities, or the  extinguishment,
under GAAP, of any Indebtedness, of such Person, (H) in the  case
of a successor to such Person by consolidation or merger or as  a
transferee of its assets, any earnings of such successor prior to
such  consolidation, merger or transfer of assets,  and  (I)  any
deferred  credit  representing  the  excess  of  equity  in   any
Subsidiary  of  such  Person at the date of acquisition  of  such
Subsidiary over the cost to such Person of the investment in such
Subsidiary.

     "Fixed  Charges" shall mean, with respect to any Person  for
any fiscal period, the aggregate of, without duplication, (a) all
Interest  Expense and Lease Expense paid or accrued  during  such
period,  plus  (b) all regularly scheduled payments of  principal
and  implied principal with respect to Debt (including any  lease
payments by any Person in respect of any Capital Leases, any Sale-
Leaseback  Debt and any Vancouver Secured Debt as such terms  are
defined  in the Standby Letter of Credit Agreement) due  or  made
during  such period, plus (c) all Restricted Payments made during
such  period (other than Permitted Stock Repurchases  covered  by
Section  6.14(vii)  of the Standby Letter of  Credit  Agreement),
plus (d) any cash payments made by such Person in connection with
any Permitted Acquisitions.

     "Fixed  Charge Coverage Ratio" shall mean, with  respect  to
any Person for any fiscal period, the ratio of (i) the sum of (x)
EBITDA  for  such  period less (y) cash taxes  made  during  such
period to (ii) Fixed Charges for such period.

     "Interest  Expense" shall mean, with respect to  any  Person
for  any  fiscal period, the sum of (a) interest expense (whether
cash  or  non-cash) of such Person determined in accordance  with
GAAP  for  the relevant period ended on such date, including  (i)
amortization  of original issue discount on any Indebtedness  and
of  all  fees payable in connection with the incurrence  of  such
Indebtedness  (to the extent included in interest expense),  (ii)
the  interest  portion of any deferred payment obligation,  (iii)
the  interest component of any Capital Lease Obligation plus  (b)
the  amount of any Letter of Credit Fee (as such term is  defined
in  the  Letter  of  Credit Agreement) paid during  the  relevant
period ended on such date, plus (c) the amount of any payments by
such  Person,  as lessee, under any sale-leaseback  or  synthetic
lease transaction.

     "Lease Expenses" shall mean, with respect to any Person  for
any  fiscal  period,  the aggregate rental  obligations  of  such
Person  determined in accordance with GAAP that  are  payable  in
respect of such period under operating leases of equipment having
an original non-cancelable term (as determined in accordance with
GAAP)  in  excess of twelve months (net of income from  subleases
thereof, but including taxes, insurance, maintenance and  similar
expenses  that the lessee is obligated to pay under the terms  of
such  leases), whether or not such obligations are  reflected  as
liabilities  or  commitments on a consolidated balance  sheet  of
such Person or in the notes thereto, excluding, however, any such
obligations under Capital Leases.

     "Net Worth" shall mean, with respect to any Person as of any
date  of determination, (a) the book value of the assets of  such
Person, minus (b) reserves applicable thereto, minus (c)  all  of
such  Person's  liabilities  on a consolidated  basis  (including
accrued  and  deferred  income  taxes),  all  as  determined   in
accordance with GAAP.

     "Rolling  Period" shall mean, as of the end  of  any  Fiscal
Quarter,  the  immediately preceding four  (4)  Fiscal  Quarters,
including the Fiscal Quarter then ending.

     "Tangible Net Worth" shall mean, with respect to any  Person
at  any  date,  the Net Worth of such Person at  such  date,  (x)
excluding, however, from the determination of the total assets at
such date, (a) all goodwill, capitalized organizational expenses,
capitalized research and development expenses, trademarks,  trade
names,   copyrights,   patents,  patent  applications,   licenses
(excluding  software  licenses) and rights in  any  thereof,  and
other  intangible items (other than software licenses),  (b)  all
unamortized  debt discount and expense, (c) treasury  Stock,  and
(d) any write-up in the book value of any asset resulting from  a
revaluation  thereof,  but (y) including any  non-cash  valuation
reserves  for  deferred  taxes  and  any  foregone  tax  benefits
provided  that  such reserves are established in accordance  with
Financial Accounting Standard Number 109 and do not result in  an
increase in such Person's future cash tax payments.

Rules of Construction Concerning Financial Covenants.  Unless
otherwise specifically provided therein, any accounting term used
in any Loan Document shall have the meaning customarily given
such term in accordance with GAAP, and all financial computations
thereunder shall be computed in accordance with GAAP consistently
applied.  That certain items or computations are explicitly
modified by the phrase "in accordance with GAAP" shall in no way
be construed to limit the foregoing.  If any Accounting Changes
occur and such changes result in a change in the calculation of
the financial covenants, standards or terms used in any Loan
Document, then the parties thereto agree to enter into
negotiations in order to amend such provisions so as to equitably
reflect such Accounting Changes with the desired result that the
criteria for evaluating the financial condition of such Persons
and their Subsidiaries shall be the same after such Accounting
Changes as if such Accounting Changes had not been made.  If the
parties thereto agree upon the required amendments thereto, then
after appropriate amendments have been executed and the
underlying Accounting Change with respect thereto has been
implemented, any reference to GAAP contained therein shall, only
to the extent of such Accounting Change, refer to GAAP
consistently applied after giving effect to the implementation of
such Accounting Change.  If such parties cannot agree upon the
required amendments within 30 days following the date of
implementation of any Accounting Change, then all financial
statements delivered and all calculations of financial covenants
and other standards and terms in accordance with the Related
Documents shall be prepared, delivered and made without regard to
the underlying Accounting Change.