Exhibit 10.1


         FOURTH AMENDMENT TO LETTER OF CREDIT AGREEMENTS

          THIS  FOURTH  AMENDMENT TO LETTER OF CREDIT  AGREEMENTS
(this  "Amendment"), is made and entered into as of  October  18,
2001   (the   "Effective  Date"),  by  and  between  CONSOLIDATED
FREIGHTWAYS  CORPORATION, a Delaware corporation ("Debtor"),  the
other Credit Parties signatory to the Letter of Credit Agreements
described  below  (collectively, together with  the  Debtor,  the
"Credit  Parties")  and GENERAL ELECTRIC CAPITAL  CORPORATION,  a
Delaware corporation ("GE Capital").

                       W I T N E S E T H:

          WHEREAS,  Debtor  and GE Capital are  parties  to  that
certain  Letter of Credit Agreement, dated as of April  27,  2001
(as amended to the date hereof, the "Letter of Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall  have the meanings given such terms in the Letter of Credit
Agreement),  pursuant to which GE Capital has committed  to  make
certain letters of credit available to Debtor; and

          WHEREAS,  Debtor,  the  other  Credit  Parties  and  GE
Capital  desire  to  modify the Letter of Credit  Agreement,  the
Security Agreement and the Cash Collateral Account Agreement  and
the  Subsidiary  Guaranty (collectively, the  "Letter  of  Credit
Agreements")  in certain respects and that certain  waivers  with
respect thereto be granted, all in accordance with and subject to
the terms and conditions set forth herein.

          NOW,  THEREFORE, in consideration of the premises,  the
covenants  and  agreements contained herein, and other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the Debtor, the other Credit Parties and  GE
Capital  do  hereby agree that all capitalized terms used  herein
shall  have the meanings ascribed thereto in the Letter of Credit
Agreement  (except  as  otherwise expressly  defined  or  limited
herein) and do hereby further agree as follows:

     1.    Waivers of Certain Defaults.  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 Creditor hereby waives any Default or  Event
of  Default  under  Section 8.1(n)(i) of  the  Letter  of  Credit
Agreement (as such section was in effect immediately prior to the
effectiveness of this Amendment) which may have resulted from the
failure  of  Debtor  prior to October 15, 2001,  to  receive  the
proceeds  of  the  Debt  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  Default  or
Event  of  Default (including without limitation any  Default  or
Event  of Default with may result from any failure by Debtor  and
its Subsidiaries to comply with any of the financial covenants in
Annex C to the Letter of Credit Agreement or Annex 4.02(p) to the
Receivables Sale and Contribution Agreement, as such annexes  are
in  effect  after giving effect to this Amendment and the  Fourth
Securitization Agreement Amendment, for the Fiscal Quarter ending
September 30, 2001).

2.   Amendments of the Letter of Credit Agreements.  Subject to
the terms and conditions of this Amendment, including without
limitation the fulfillment of the conditions precedent specified
in Section 7 below, the Letter of Credit Agreements are hereby
amended as follows:
          (A)  Amendments to Letter of Credit Agreement.  The
Letter of Credit Agreement shall be amended as follows:

          (1)  Section 1.1(a) of the Letter of Credit Agreement
     is deleted in its entirety and the following new Section
     1.1(a) is substituted in lieu thereof:

                    (a)  Issuance. Subject to the terms and
          conditions of this Agreement, Creditor agrees to incur
          from time to time prior to the earlier of the Election
          Notice Date or the Commitment Termination Date, upon
          the request of Debtor, Letter of Credit Obligations by
          causing Letters of Credit to be issued by a bank or
          other legally authorized Person selected by or
          acceptable to Creditor in its sole discretion and
          acceptable to the proposed beneficiary of the Letter of
          Credit (each, an "L/C Issuer") for the account of
          Debtor and guaranteed by Creditor; provided, however,
          that the aggregate amount of all such Letter of Credit
          Obligations shall not at any time exceed the lesser of
          (i) the Commitment less the aggregate outstanding
          principal balance of the Reimbursement Obligations, and
          (ii) the sum of (A) the Pledged Entity Value less (B)
          the sum of the aggregate outstanding principal balance
          of the Reimbursement Obligations for any and all
          payments made by Creditor on or pursuant to any and all
          Letter of Credit Obligations.  No such Letter of Credit
          shall have an expiry date which is more than one year
          following the date of issuance thereof, and Creditor
          shall be under no obligation to incur Letter of Credit
          Obligations in respect of any Letter of Credit having
          an expiry date which is later than the Commitment
          Termination Date.  Not later than 12:00 noon (New York
          time) on each Business Day, as well as on each date on
          which the Receivable Subsidiary delivers a Borrowing
          Base Certificate under (and as such term is defined in)
          the Funding Agreement, Debtor shall deliver to the
          Creditor an Officer's Certificate substantially in the
          form of Exhibit 1.1(a) (each, a "Pledged Entity
          Valuation Certificate").  The Pledged Entity Value
          shall be determined by the Creditor based on
          information related to the Pledged Entity Asset Base
          and Pledged Entity Adjusted Debt available to it,
          including (A) any information obtained in connection
          with any audit or reflected in the most recent Pledged
          Entity Valuation Certificate or (B) any other
          information that may be available to the Creditor.

          (2)  Section 1.7(a) of the Letter of Credit Agreement
     is deleted in its entirety and the following new Section
     1.7(a) is substituted in lieu thereof:

                    (a)  As to all payments made on any of the
               Obligations when a Default or Event of Default
               shall have occurred and be continuing or following
               the Commitment Termination Date, Debtor hereby
               irrevocably waives the right to direct the
               application of any and all payments received from
               or on behalf of Debtor, and Debtor hereby
               irrevocably agrees that Creditor shall have the
               continuing exclusive right to apply any and all
               such payments against the Obligations as Creditor
               may deem advisable notwithstanding any previous
               entry by Creditor in the Letter of Credit Account
               or any other books and records.  In the absence of
               a specific determination by Creditor  with respect
               thereto, payments shall be applied to amounts then
               due and payable in the following order: (1) to
               Fees and Creditor's expenses reimbursable
               hereunder; (2) to accrued but unpaid interest on
               the Obligations; (3) to the outstanding principal
               balance of the Obligations and to provide cash
               collateral for Letter of Credit Obligations in the
               manner described in Section 1.1(c), ratably to the
               aggregate, combined outstanding principal balance
               of the Obligations and outstanding Letter of
               Credit Obligations; and (4) to all other
               Obligations.  In the event of any conflict between
               this Section 1.7(a) and Section 1.7(a) of the
               Revolving Credit Agreement, this Section 1.7(a)
               shall control for purposes of determining
               application and allocation of any payments
               received by the Creditor hereunder.

          (3)  Section 4.1(b) of the Letter of Credit Agreement
     is deleted in its entirety and the following new Section
     4.1(b) is substituted in lieu thereof:


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

          (4)  Section 4.3 of the Letter of Credit Agreement is
     deleted in its entirety and the following new Section 4.3 is
     substituted in lieu thereof:

                    Section 4.3    Pledged Entity Valuation
               Certificate.  Debtor hereby agrees that, from and
               after the Closing Date and until the Termination
               Date, it shall deliver or cause to be delivered to
               the Creditor (i) as soon as available and in any
               event not later than 12:00 noon (New York time) on
               each Business Day, a Pledged Entity Valuation
               Certificate, and (ii) such other reports,
               statements and reconciliations with respect to the
               Pledged Entity Asset Base or the Pledged Entity
               Adjusted Debt as the Creditor shall from time to
               time request in its reasonable discretion.

          (5)   The  Letter of Credit Agreement is hereby amended
     by adding thereto the following new Section 6.19:

                     6.19  Certain Transactions.  Notwithstanding
               anything  in  this Agreement to the  contrary,  no
               Credit Party shall make, grant, incur, enter into,
               or  otherwise  consummate  any  of  the  following
               transactions  on  or  after the  Fourth  Amendment
               Effective  Date without the prior written  consent
               of  the  Creditor: (i) any Permitted  Acquisition,
               (ii)  any  of  the  Term Debt, the  Sale-Leaseback
               Debt,   the   Vancouver  Secured  Debt,   or   the
               Additional  Secured Debt, (iii) any of  the  Liens
               described in Section 6.7(d) or (e), (iv) any  sale
               of   the  Menlo  Park  Property  so  long  as   it
               constitutes  part of the Collateral,  or  (v)  any
               Permitted Stock Repurchase.

          (6)   Section 8.1(f) of the Letter of Credit  Agreement
     is  hereby  deleted  in its entirety and the  following  new
     Section 8.1(f) is substituted in lieu thereof:

               (f)   (i) Any information contained in any Pledged
          Entity Valuation Certificate is untrue or incorrect  in
          any  respect,  or (ii) any representation  or  warranty
          herein  or in any Letter of Credit Document or  in  any
          written  statement,  report,  financial  statement   or
          certificate  (other  than  a Pledged  Entity  Valuation
          Certificate)  made  or delivered  to  Creditor  by  any
          Credit  Party  is untrue or incorrect in  any  material
          respect as of the date when made or deemed made.

          (7)   Section 8.1(n) of the Letter of Credit  Agreement
     is  hereby  deleted  in its entirety and the  following  new
     Section 8.1(n) is substituted in lieu thereof:

               (n)   (i)  Debtor shall fail on or before  October
          31,  2001  to  (x)  enter  into  the  Revolving  Credit
          Agreement   with  Creditor  on  terms  and   conditions
          satisfactory  in all respects to Creditor (but  nothing
          in  this  Agreement is intended, or shall be construed,
          to  be  an  offer, promise, commitment or agreement  by
          Creditor  to enter into the Revolving Credit  Agreement
          or  to extend any credit thereunder to Debtor) and  (y)
          cause all conditions precedent to the effectiveness  of
          Creditor's  obligation  thereunder  to  made  loans  to
          Debtor  to  be  fulfilled or (ii) from  and  after  the
          execution  and  delivery of the Credit  Agreement,  any
          Event of Default under (and as such term is defined in)
          the Revolving Credit Agreement shall occur.

          (8)   Annex  A  to  the Letter of Credit  Agreement  is
     hereby  amended  by  adding  the following  new  definitions
     thereto in the appropriate alphabetical order:

               "Fourth Amendment Effective Date" shall mean
          October 18, 2001.

               "Fourth Securitization Agreement Amendment" shall
          mean the Fourth Amendment to Securitization Agreements,
          dated as of October 18, 2001, among the Receivables
          Subsidiary, CF Delaware and GE Capital in various
          capacities.

               "Revolving Credit Agreement" shall mean the Credit
          Agreement contemplated to be entered into on or before
          October 31, 2001 among the Debtor, as Borrower, the
          Creditor, as Lender, and certain Subsidiaries of the
          Debtor as Credit Parties, pursuant to which (and
          subject to the terms and conditions of which) it is
          contemplated that Debtor may obtain a revolving loan
          facility from Creditor of up to $50,000,000, as such
          agreement may be amended, supplemented or replaced from
          time to time.

               "Revolving Credit Documents" shall mean the
          Revolving Credit Agreement and the other Loan Documents
          (as such term is defined in the Revolving Credit
          Agreement); provided, however, that the term "Revolving
          Credit Documents" as used herein shall not include any
          "Related Documents" as such term is defined in Annex X
          to the Receivables Funding Agreement or any of the
          Program Documents.

               "Revolving Credit Obligations" shall mean the
          Obligations as such term is defined in the Revolving
          Credit Agreement.

          (9)  Annex A to the Letter of Credit Agreement is
     hereby amended by deleting therefrom the definitions of
     terms "Applicable L/C Margin", "Collateral Documents",
     "Letter of Credit Documents", "Obligations", and
     "Termination Date" in their entireties and by substituting
     the following amended respective definitions of such terms
     in lieu thereof:

                     "Applicable  L/C Margin" shall  mean  a  per
          annum rate equal to 2.50%.

                    "Collateral   Documents"   shall   mean   the
          Security   Agreement,   the   Pledge   Agreement,   the
          Guaranties, the Cash Collateral Account Agreement,  the
          Blocked Account Agreement, the Mortgages (as defined in
          the   Revolving  Credit  Agreement),  and  all  similar
          agreements  entered into guaranteeing  payment  of,  or
          granting  a Lien upon property as security for  payment
          of, the Obligations.

                    "Letter of Credit Documents" shall mean  this
          Agreement,  the  Collateral  Documents,  the  Revolving
          Credit    Documents,   and   all   other    agreements,
          instruments,  documents and certificates identified  in
          Annex  B  executed and delivered to, or  in  favor  of,
          Creditor  and  including all other pledges,  powers  of
          attorney,  consents,  assignments, contracts,  notices,
          and all other written matter whether heretofore, now or
          hereafter executed by or on behalf of any Credit Party,
          and  delivered  to  Creditor in  connection  with  this
          Agreement or the transactions contemplated hereby.  Any
          reference  in  this Agreement or any  other  Letter  of
          Credit  Document to a Letter of Credit  Document  shall
          include  all appendices, exhibits or schedules thereto,
          and  all amendments, restatements, supplements or other
          modifications   thereto,  and  shall  refer   to   such
          Agreement as the same may be in effect at any  and  all
          times   such  reference  becomes  operative;  provided,
          however, that the term "Letter of Credit Documents"  as
          used  herein shall not include any "Related  Documents"
          as  such  term is defined in Annex X to the Receivables
          Funding Agreement or any of the Program Documents.

                    "Obligations"    shall    mean    (i)     all
          Reimbursement  Obligations,  and  (ii)  all   advances,
          debts, liabilities and obligations, for the performance
          of  covenants,  tasks  or  duties  or  for  payment  of
          monetary  amounts (whether or not such  performance  is
          then  required  or  contingent,  or  such  amounts  are
          liquidated  or determinable) owing by any Credit  Party
          to  Creditor,  and  all covenants and duties  regarding
          such amounts, of any kind or nature, present or future,
          whether  or  not  evidenced by any note,  agreement  or
          other  instrument,  arising under this  Agreement,  the
          Revolving Credit Agreement, or any of the other  Letter
          of Credit Documents.  This term includes all principal,
          interest  (including all interest which  accrues  after
          the   commencement  of  any  case  or   proceeding   in
          bankruptcy  after  the  insolvency  of,  or   for   the
          reorganization  of  any Credit Party,  whether  or  not
          allowed  in such proceeding), Fees, Charges,  expenses,
          attorneys'  fees  and  any  other  sum  chargeable   by
          Creditor to any Credit Party under this Agreement,  the
          Revolving Credit Agreement, or any of the other  Letter
          of Credit Documents.

                    "Termination  Date" shall mean  the  date  on
          which   the   Reimbursement   Obligations   have   been
          indefeasibly  repaid in full and all other  Obligations
          under  this  Agreement, the Revolving Credit  Agreement
          and  the  other  Letter of Credit Documents  have  been
          completely  discharged and Letter of Credit Obligations
          have  been  cash collateralized, canceled or backed  by
          stand-by  letters of credit in accordance with  Section
          1.1(c)(ii), and Debtor shall not have any further right
          to obtain any letters of credit under this Agreement or
          borrow any monies under the Revolving Credit Agreement.

          (10)  Annex  C  to  the Letter of Credit  Agreement  is
     hereby  deleted in its entirety and the replacement Annex  C
     attached  to this Amendment as Appendix I is substituted  in
     lieu thereof.

     (B)  Amendment of Security Agreement.  Section 2(a) of the
Security Agreement shall be amended by inserting the words "and
the Revolving Credit Agreement" immediately after the words "all
of Debtor's Obligations under the Letter of Credit Agreement"
which appear in the third line of such Section 2(a).

     (C)  Amendment of Cash Collateral Agreement.  Section 1 of
the Cash Collateral Account Agreement shall be amended by
inserting the words "and the Revolving Credit Agreement (as
defined in the L/C Agreement)" immediately after the words "the
L/C Agreement" which appear in the second line of the first
sentence of such Section 1.

     (D)  Amendment of Subsidiary Guaranty.  Section 1 of the
Subsidiary Guaranty shall be amended by deleting the first
sentence thereof in its entirety and by substituting the
following replacement sentence in lieu thereof:

          Subject to the provisions of Section 7 below, each
          Guarantor hereby jointly, severally, absolutely,
          unconditionally and irrevocably guarantees to the
          Guaranteed Party the prompt payment when due, whether
          at stated maturity, by acceleration or otherwise, of
          all of the Obligations (as defined in each of the
          Letter of Credit Agreement and the Revolving Credit
          Agreement, and including all renewals, extensions,
          modifications, and refinancings thereof) now or
          hereafter existing, whether for principal, interest,
          fees, reasonable expenses or otherwise, and all
          reasonable expenses (including reasonable attorney's
          fees and expenses) in enforcing any of its rights under
          the Letter of Credit Agreement, the Revolving Credit
          Agreement and the other Letter of Credit Documents (all
          of the foregoing, collectively, the "Guaranteed
          Obligations").

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

4.   Representations and Warranties.  To induce GE Capital to
enter into this Amendment, Debtor and each of the other Credit
Parties hereby warrant, represent and covenant to GE Capital
that: (a) this Amendment has been duly authorized, executed and
delivered by Debtor and each Credit Party signatory thereto, (b)
after giving effect to this Amendment and the Fourth
Securitization Agreement Amendment (as defined below), no
Termination Event or Event of Default has occurred and is
continuing as of this date, and (c) after giving effect to this
Amendment, all of the representations and warranties made by
Debtor and each Credit Party in the Letter of Credit Agreement
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 Debtor or any
Credit Party of any of its representations and warranties
contained in this Section 4 shall be an Event of Default under
the Letter of Credit Agreement.
5.   Ratification and Acknowledgment.  Debtor and each of the
other Credit Parties hereby ratify and reaffirm each and every
term, covenant and condition set forth in the Letter of Credit
Agreement and all other documents delivered by such company in
connection therewith (including without limitation the other
Letter of Credit Documents to which Debtor or any Credit Party is
a party), effective as of the date hereof.  Without limiting the
generality of the foregoing, Debtor and each of the other Credit
Parties hereby acknowledge and agree that any and all Obligations
of the Debtor arising under the Revolving Credit Agreement shall
be guaranteed by the Domestic Subsidiaries of the Debtor (other
than the Receivables Subsidiary) pursuant to the Subsidiary
Guaranty and shall be secured by all of the Liens granted to GE
Capital pursuant to the Collateral Documents.
6.   Estoppel.  To induce GE Capital to enter into this
Amendment, Debtor and each  of the other Credit Parties hereby
acknowledge and agree that, as of the date hereof, there exists
no right of offset, defense or counterclaim in favor of Debtor or
any Credit Party as against GE Capital with respect to the
obligations of Debtor or any Credit Party to GE Capital under the
Letter of Credit Agreement or the other Letter of Credit
Agreement 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 GE Capital of this Amendment, duly
executed, completed and delivered by Debtor and each Credit
Party, (ii) receipt by GE Capital of a Pledged Entity Valuation
Certificate dated as of the date hereof, in form and substance
satisfactory to GE Capital, and (iii) receipt by GE Capital of
evidence satisfactory to it that all conditions precedent to the
effectiveness of the Fourth Amendment to Securitization
Agreements of even date among the  Receivables Subsidiary, CF
Delaware as Servicer, GE Capital as the Receivables Lenders and
the Receivables Administrative Agent (the "Fourth Securitization
Agreement Amendment") have been fulfilled (other than the
effectiveness of this Amendment).  GE Capital shall promptly
notify the Credit Parties in writing when the conditions
specified in clauses (i) and (ii) above are satisfied.  Upon the
effective date of this Amendment, (i) the amendment to the
financial covenants in Annex C to the Letter of Credit 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.  Debtor and each of the other
Credit Parties hereby agree that Debtor and each of the other
Credit Parties shall reimburse GE Capital on demand for all costs
and expenses (including without limitation reasonable attorney's
fees) incurred by GE Capital 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, Debtor and each of the
other Credit Parties hereby waive 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 Letter of Credit Agreement as amended
by this Amendment embodies 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.

          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.

                         DEBTOR:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


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


                         CREDITOR:

                         GENERAL ELECTRIC CAPITAL CORPORATION


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


                         SUBSIDIARY GUARANTORS:


                         CONSOLIDATED FREIGHTWAYS CORPORATION OF
                         DELAWARE


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


                         CF AIRFREIGHT CORPORATION


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


                         CF MOVESU.COM INCORPORATED


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


                         REDWOOD SYSTEMS, INC.


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


                         LELAND JAMES SERVICE CORPORATION


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



  APPENDIX I TO FOURTH AMENDMENT TO LETTER OF CREDIT AGREEMENTS

                     ANNEX C (Section 6.10)
                               to
                        CREDIT AGREEMENT

                       FINANCIAL COVENANTS

          (a)   Minimum Fixed Charge Coverage Ratio.  The  Debtor
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.   Debtor  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,  Debtor 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 Debtor  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
Debtor  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 Debtor).

          (c)  Minimum EBITDA.  Debtor 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.   Debtor  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 Debtor 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 Debtor 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, Debtor has furnished to Creditor  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
Debtor,  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 Debtor  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  Debtor 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 Debtor 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 Debtor in the subject  transaction
which qualifies for like-kind tax treatment under Section 1031 of
the  IRC,  (v)  any purchase by the Debtor 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, Debtor has furnished  to
Creditor  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
Debtor and Creditor 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 Debtor 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  or  implied  principal with  respect  to  Indebtedness
(including  any  lease payments by any Person in respect  of  any
Capital  Leases, any Sale-Leaseback Debt or any Vancouver Secured
Debt)  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))  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.