Exhibit 10.06


         SEVENTH AMENDMENT TO SECURITIZATION AGREEMENTS

     THIS  SEVENTH  AMENDMENT TO SECURITIZATION AGREEMENTS  (this
"Amendment"),  is made and entered into as of February  19,  2002
(the  "Effective  Date"),  by and among 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  (i)  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 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;

     WHEREAS,   the  Parent,  certain  Subsidiaries   of   Parent
signatory  thereto, the Borrower, the Lender, the Conduit  Lender
and  the  Administrative Agent are parties to a certain  Guaranty
Agreement,  dated as of April 27, 2001 (as amended  to  the  date
hereof, the "Guaranty Agreement"); 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,  the  Guaranty 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,    the   Companies   have   requested   that    the
Securitization Agreements be amended in certain respects, and  GE
Capital  (in its various capacities) is willing to agree to  such
amendments 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.    Waiver.  Subject to the terms and conditions  of  this
Amendment,  including without limitation the fulfillment  of  the
conditions  to effectiveness specified in Section  7  below,  any
Incipient  Termination Event or Termination Event resulting  from
any  failure  of the Parent to meet the Minimum EBITDA  financial
covenant  in paragraph (c) to Annex 4.02(p) to the Sale Agreement
solely  for the Fiscal Quarter ending December 31, 2001, as  such
financial covenant is in effect immediately prior to the date  of
this   Amendment;  provided,  however  that  any  such  Incipient
Termination  Event  or Termination Event shall  automatically  be
restored  if the Parent shall fail or have failed to satisfy  the
financial covenant as amended hereby.

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 parties signatory to each of
the Funding Agreement, the Sale Agreement and the Servicing
Agreement hereby agree to amend the Securitization Agreements as
follows:
         (A)    Amendment   to  Sale  Agreement.    The   parties
    signatory  to the Sale Agreement hereby agree that  the  Sale
    Agreement shall be amended as follows:

              (1)   Schedule 4.01 to the Sale Agreement is hereby
         amended   by   adding  the  following  subsidiaries   of
         Consolidated  Freightways Corporation of Delaware  under
         the listing at subsection I:

                    CF MovesU.com Incorporated, a Delaware
                    corporation
                    CFCD 2002 Member LLC, a Delaware limited
                    liability company
                    CFCD 2002 LLC, a Delaware limited liability
                    company
                    CFL Holding Ltd., and Alberta corporation

              (2)   Annex 4.02(p) to the Sale Agreement is hereby
         deleted  in  its  entirety  and  the  replacement  Annex
         4.02(p)  attached to this Amendment as Exhibit  A  shall
         be substituted in lieu thereof.

         (B)   Amendments  to  Guaranty Agreement.   The  parties
    signatory  to  the Guaranty Agreement hereby agree  to  amend
    Section  2.01(f)  of the Guaranty Agreement by  amending  and
    restated  the first sentence of said Section to read  in  its
    entirety as follows:

                    Except as set forth in Schedule 2.01(f) to
                    this Agreement, the Guarantors do not have
                    any Subsidiaries (other than CFCD 2002 Member
                    LLC, a Delaware limited liability company,
                    and CFCD 2002 LLC, a Delaware limited
                    liability company), and the Guarantors are
                    not engaged in any joint venture or
                    partnership with any other Person, under
                    which any Guarantor is liable for any debts
                    or liabilities of such Person, or as of the
                    Closing Date or is an Affiliate of any other
                    Person.

         (C)   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:

              The  definitions of the term "Subsidiary Guarantor"
         set  forth in Annex X to the Funding Agreement, the Sale
         Agreement and the Servicing Agreement is hereby  deleted
         in  its  entirety and the following definition  of  such
         term is substituted in lieu thereof:

                  "Subsidiary  Guarantors" shall  mean  the  each
             domestic  Subsidiary of the Parent (other  than  the
             Originator,  the Borrower, CFCD 2002 Member  LLC,  a
             Delaware  limited liability company, and  CFCD  2002
             LLC, a Delaware limited liability company).

     3.   No Other Amendments.  Except for the waiver expressly set
forth  and  referred to in Section 1 and the amendments expressly
set  forth  and  referred  to in Section  2,  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, 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,
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 GE Capital (in its various capacities) with respect to
the obligations of any Company to 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, upon receipt by the
Administrative Agent, in form and substance satisfactory to
Administrative Agent, of (i) this Amendment, duly executed,
completed and delivered by each of the Companies and by GE
Capital in its various capacities, and (ii) the Seventh Amendment
to Securitization Agreements/Fee Letter dated of even date
herewith between GE Capital and Borrower, duly executed by
Borrower.
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.    Certain Other Covenants.  Borrower hereby covenants and
agrees to deliver to the Administrative Agent on or before
February 28, 2002, a copy of the audit report in respect of
Borrower's financial statements, as prepared by Arthur Andersen
LLP, which report shall be in form and substance reasonably
satisfactory to GE Capital.  Borrower further agrees that any
default or breach by Borrower of the covenant set forth in the
immediately preceding sentence shall constitute an immediate
Termination Event.
10.  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.
11.  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.
12.  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.
13.  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.
14.  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.




 [Remainder of page intentionally blank; next page is signature
                              page]

     IN  WITNESS  WHEREOF, the parties have caused  this  Seventh
Amendment to Securitization Agreements be duly executed by  their
respective  officers thereunto duly authorized, as  of  the  date
first above written.




                         CONSOLIDATED FREIGHTWAYS FUNDING LLC, as
                         Borrower


                         By
                         Name:
                         Title:


                         CONSOLIDATED FREIGHTWAYS CORPORATION OF
                         DELAWARE, as Originator and Servicer


                         By
                         Name:
                         Title:


                         CONSOLIDATED FREIGHTWAYS CORPORATION


                         By:
                         Name:
                         Title:


                         CF AIRFREIGHT CORPORATION


                         By:
                         Name:
                         Title:


                         CF MOVESU.COM INCORPORATED


                         By:
                         Name:
                         Title:


                         REDWOOD SYSTEMS, INC.


                         By:
                         Name:
                         Title:


                         LELAND JAMES SERVICE CORPORATION


                         By:
                         Name:
                         Title:


                         GENERAL ELECTRIC CAPITAL CORPORATION,
                         as Conduit Lender, Committed Lender and
                         Administrative Agent


                         By
                         Name:     Craig Winslow
                              Its Duly Authorized Signatory

                            EXHIBIT A

                          ANNEX 4.02(p)
                               to
           RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

                       FINANCIAL COVENANTS

     (a)   Minimum Fixed Charge Coverage Ratio.  The  Parent  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 period set forth below of not  less  than
the following:

          Fiscal Quarter             Minimum Fixed
                                         Charge
                                     Coverage Ratio

          for the Rolling Period      0.20 to 1.00
          ending September 30,
          2001

          for the Rolling Period      0.01 to 1.00
          ending December 31, 2001

          for the three month        -1.00 to 1.00
          period ending March 31,
          2002

          for the sixth month        -0.10 to l.00
          period ending June 30,
          2002

          for the nine month          0.50 to 1.00
          period ending September
          30, 2002

          for the Rolling Period      0.80 to 1.00
          ending December 31, 2002

          for the Rolling Period      1.70 to 1.00
          ending on each Fiscal
          Quarter thereafter



     (b)    Minimum   Tangible  Net  Worth.    Parent   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,  Parent 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 Parent  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
Parent  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 Parent).

     (c)  Minimum EBITDA.  Parent and its Subsidiaries shall have
on  a  consolidated basis, for each period set  forth  below,  an
EBITDA for such period of not less than the   following:

          Fiscal Quarter            Minimum EBITDA

          for the Rolling Period    $8,000,000
          ending September 30,
          2001

          for the Rolling Period    -$3,200,000
          ending December 31, 2001

          for the three month       -$7,900,000
          period ending March 31,
          2002

          for the sixth month       $5,600,000
          period ending June 30,
          2002

          for the nine month        $24,400,000
          period ending September
          30, 2002

          for the Rolling Period    $43,800,000
          ending December 31, 2002

          for the Rolling Period    $80,000,000
          ending on each Fiscal
          Quarter thereafter



     (d)    Maximum   Capital  Expenditures.   Parent   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 Parent 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  4.02(p)  and  not
otherwise  defined  below  shall  have  the  respective  meanings
ascribed  to  them  in Annex X.  As used in this  Annex  4.02(p),
"Term   Debt",  "Vancouver  Property",  "Menlo  Park   Property",
"Restricted   Payments",   "Permitted  Stock   Repurchases"   and
"Permitted Acquisitions" shall have the meanings ascribed to such
terms  in  the Standby Letter of Credit Agreement.  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  Debt) 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 Parent,  the
Originator 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 of the  Standby  Letter  of  Credit
Agreement, provided that on or prior to the date of incurrence of
such  Term Debt, Parent has furnished to Administrative  Agent  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
Parent,  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 4.02(p), (iii) any  Capital
Expenditures  incurred  by  the Parent  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 4.02(p),  (iv)
any  purchase by the Parent 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 Parent 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 Parent in the subject  transaction
which qualifies for like-kind tax treatment under Section 1031 of
the  IRC,  (v)  any purchase by the Parent 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, Parent has furnished  to
Administrative Agent 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 Parent and Administrative Agent 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 Parent 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
Debt,  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,  any  Vancouver  Secured  Debt  or  any  Bayview
Indebtedness 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 Debt  and  of  all
fees  payable in connection with the incurrence of such Debt  (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 Related 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  Related
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.