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EXHIBIT 10.20
            
 This instrument constitutes a security agreement
under the Washington Uniform Commercial Code.




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LOAN AGREEMENT
 Lender:
    
    GE Capital Public Finance, Inc.Suite 4708400 Normandale Lake BoulevardMinneapolis, MN 55437Telephone:
    
    
    
    (800) 346-3164Telecopier:
    
    
    
    (952) 897-5601Issuer:
    
    Washington Economic Development Finance Authority1000 Second AvenueSuite 2700Seattle, WA 98104Telephone:
    
    
    
    (206) 587-5634Telecopier:
    
    
    
    (206) 389-3819Borrower:
    
    Absorption Corp.6960 Salashan ParkwayFerndale, WA 98248Telephone:
    
    
    
    (360) 734-7415Telecopier:
    
    
    
    (360) 671-8991




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ARTICLE I
 DEFINITIONS AND EXHIBITS
 Definitions .
 Acquisition Costs
 Act
 Agreement
 Assignment
 Bond
 Borrower
 Business Day
 Certificate Regarding Use of Proceeds
 Code
 Default
 Determination of Taxability
    Environmental Laws
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Equipment
 Escrow Agent
 Escrow Agreement
 Escrow Fund
 Event of Taxability
 GE Capital Entity
 Gross-Up Rate
 Guarantor
 Guaranty Agreement
 Indemnification and Compensation Agreement
 Interest
 Issuer
 Lender
 Loan
 Loan Payments
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Loan Proceeds
 No-Arbitrage Certificate
 Prepayment Amount
 Principal
 Purchase Agreements
 Reserved Rights
 State
 Terrorism Laws means Executive Order 13224 issued by the President of the United States of
America, the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal
Regulations), the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S.
Code of Federal Regulations) and the Foreign Terrorist Organizations Sanctions Regulations (Title
31 Part 597 of the U.S. Code of Federal Regulations), and all other present and future federal,
state and local laws, ordinances, regulations, policies and any other requirements of any
governmental authority (including, without limitation, the United States Department of the Treasury
Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist
acts and acts of war, each as hereafter supplemented, amended or modified from time to time, and
the present and future rules, regulations and guidance documents promulgated under any of the
foregoing, or under similar laws, ordinances, regulations, policies or requirements of other states
or localities.
 UCC
 Vendor
 Exhibits .
 Exhibit A
 Exhibit B-1
 Exhibit B-2
 Exhibit C
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Exhibit D
 Exhibit E
 Exhibit F
 Rules of Construction .
   ARTICLE II
 FINANCING OF EQUIPMENT AND TERMS OF LOAN
 Acquisition of Equipment .
 Loan
 Interest .
 Payments .
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Payment on Non-Business Days .
 Loan Payments To Be Unconditional .
 Prepayments .
      6




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Description of the Bond
 IN ACCORDANCE WITH RCW 43.163.140(1), THE BOND SHALL NOT BE DEEMED TO CONSTITUTE A DEBT,
LIABILITY OR GENERAL OBLIGATION OF THE ISSUER, THE STATE OF WASHINGTON OR ANY POLITICAL SUBDIVISION
THEREOF, OR A PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER, THE STATE OF WASHINGTON OR ANY SUCH
POLITICAL SUBDIVISION, BUT IS A SPECIAL OBLIGATION PAYABLE SOLELY FROM THE REVENUES AND PROCEEDS
PROVIDED THEREFOR. NEITHER THE ISSUER, THE STATE OF WASHINGTON OR ANY POLITICAL SUBDIVISION
THEREOF SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF, INTEREST OR PREMIUM, IF ANY, ON THE BOND, AND
NEITHER THE FAITH AND CREDIT NOR ANY TAXING POWER OF THE STATE OF WASHINGTON OR ANY POLITICAL
SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, THE INTEREST OR PREMIUM, IF ANY,
ON THE BOND. THE ISSUER HAS NO TAXING AUTHORITY.
 ARTICLE
III
 CONDITIONS PRECEDENT
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ARTICLE IV
 REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER
      9




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ARTICLE V
 REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER
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(i) Substantially all of the proceeds of the Bond will be used for the acquisition,
construction, reconstruction or improvement of property of a character subject to
the allowance for depreciation and for the payment of the costs of issuance of the
Bond; no more than two percent of the proceeds of the Bond shall be used to pay the
costs of issuance of the Bond;
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and no portion of the Bond proceeds shall be used for any other purpose except as
otherwise permitted hereby.
(ii) The Equipment will be located in unincorporated Whatcom County, Washington.
Borrower will be the only principal user of the Equipment within the meaning of
Section 144(a) of the Code, unless Borrower provides the Issuer with a written
opinion of nationally recognized bond counsel satisfactory to the Issuer and the
Lender to the effect that the addition of more principal users (together with the
Borrower, the Users) will not cause the interest on the Bond to be included in
gross income for purposed of federal income tax.
(iii) Other than as disclosed in the Certificate Regarding Use of Proceeds executed
by Borrower, there is not outstanding on the date of issuance of the Bond any
obligations of any state or territory or possession of the United States, or any
political subdivision of the foregoing or the District of Columbia constituting
exempt small issues within the meaning of the Code, the proceeds of which have
been or are to be used primarily with respect to facilities located in
unincorporated Whatcom County, Washington, or in any contiguous political
jurisdiction with respect to any contiguous or integrated facilities, and which are
to be used principally by Borrower or any other substantial user within the
meaning of Section 147(a) of the Code including any person related to any
substantial user within the meaning of Section 147(a) of the Code.
(iv) Neither Borrower nor any other substantial user (as defined in the Code),
whether jointly or severally, nor any related person (as defined in the Code) has
taken any action or permitted any action to be taken, nor will they take any action
or permit any action to be taken, which would result in the occurrence of a
Determination of Taxability.
(v) None of the proceeds of the Bond will be used to provide any airplane, skybox or
other private luxury box, any facility primarily used for gambling, any store the
principal business of which is sale of alcoholic beverages for consumption off
premises, any private or commercial golf course, country club, massage parlor,
tennis club, health club facility (including any handball or racquetball court),
skating facility, hot tub facility, suntan facility or racetrack, or any facility
the primary purpose of which is one of the following: retail food and beverage
services, automobile sales or service or the provision of recreation or
entertainment; none of the proceeds of the Bond will be used with respect to an
enclosed shopping mall, or a strip of offices, stores, or warehouses using
substantial common facilities.
(vi) None of the proceeds of the Bond will be used to acquire agricultural land;
less than 25% of the proceeds of the Bond will be used to acquire other land or any
interest therein; and none of the proceeds of the Bond will be used for the
acquisition of property unless the first use of such property was pursuant to such
acquisition.
(vii) The payment of principal of or interest on the Bond will not be guaranteed (in
whole or part) by the United States (or any agency or instrumentality thereof) and
no portion of the proceeds of the sale of the Bond loaned to Borrower pursuant to
this Agreement will be used in such a manner to cause the Bond to be considered to
be federally guaranteed within the meaning of Section 149(b) of the Code.
(viii) The average maturity of the Bond does not exceed 120% of the average
reasonably expected economic life of the Equipment.
(ix) As of the date of issuance of the Bond, the aggregate authorized amount of
bonds described in Section 144(a)(10)(B)(ii) of the Code which can be allocated to
any test period beneficiary of the Equipment as such term is defined in Section
144(a)(10)(D) of the Code (including, but not limited to,
 the Borrower) did not
exceed $40,000,000.
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ARTICLE VI
 TITLE TO EQUIPMENT; SECURITY INTEREST
 Title to Equipment .
 Security Interest in Equipment .
 Change in Name or Corporate Structure of Borrower; Change in Location of
Borrowers Chief Executive Office or Principal Executive Office .
 Liens and Encumbrances to Title .
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provided, however,
 Personal Property . provided however
 Assignment of Insurance .
 Occupancy .
    Agreement as Financing Statement .
 ARTICLE VII
 AFFIRMATIVE COVENANTS OF BORROWER
  Reporting Requirements .
  16




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Books and Records; Inspection and Examination .
 Compliance With Laws; Environmental Indemnity .
 Payment of Taxes and Other Claims .
 Maintenance of Equipment .
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Insurance .
    Preservation of Corporate Existence .
 Performance by Lender .
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Ratio of Debt to Tangible Net Worth
   provided, however
 Debt Service Coverage Ratio of Borrower plus
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Tangible Net Worth .
 ARTICLE VIII
 NEGATIVE COVENANTS OF BORROWER
  Lien .
 Sale of Assets .
 Consolidation and Merger .
 Accounting .
 Transfers .
 Place of Business .
 Modifications and Substitutions .
 provided however
 Use of the Equipment .
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ARTICLE IX
 DAMAGE AND DESTRUCTION; USE OF NET PROCEEDS
  ARTICLE X
 ASSIGNMENT, SUBLEASING AND SELLING
 Assignment by Lender . provided however
 No Sale or Assignment by Borrower .
 ARTICLE XI
 EVENTS OF DEFAULT AND REMEDIES
 Events of Default .
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provided however
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Remedies on Default .
          24




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Return of Equipment .
 No Remedy Exclusive .
 Late Charge .
 ARTICLE XII
 MISCELLANEOUS
 Costs and Expenses of Lender .
 Disclaimer of Warranties .
 Notices .
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Further Assurance and Corrective Instruments .
 Binding Effect; Time of the Essence .
 Severability .
 Amendments .
  Execution in Counterparts .
 Applicable Law .
 Washington State Notice ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY/EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW
 Captions .
 Entire Agreement .
 Usury .
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Bound Transcripts
 Waiver of Jury Trial . lender, issuer and borrower hereby waive their
respective rights to a jury trial of any claim or cause of action based upon or arising out of,
directly or indirectly, this agreement, any of the related documents, any dealings among lender,
issuer or borrower relating to the subject matter of the transactions contemplated by this
agreement or any related transactions, and/or the relationship that is being established among
lender, issuer and borrower. the scope of this waiver is intended to be all encompassing of any
and all disputes that may be filed in any court (including, without limitation, contract claims,
tort claims, breach of duty claims and all other common law and statutory claims). this waiver is
irrevocable, meaning that it may not be modified either orally or in writing, and this waiver shall
apply to any subsequent amendments, renewals, supplements or modifications to this agreement, any
related documents, or to any other documents or agreements relating to the transactions
contemplated by this agreement or any related transactions. in the event of litigation, this
agreement may be filed as a written consent to a trial by the court.
  27




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Lender:
    
    GE CAPITAL PUBLIC FINANCE, INC.By:
Title:
    
    /s/ Phillip Long

Vice PresidentIssuer:
    
    WASHINGTON ECONOMIC DEVELOPMENTFINANCE AUTHORITYBy:
Title:
    
    /s/ Jonathan A. Hayes

Executive DirectorBorrower:
    
    ABSORPTION CORP.By:
Title:
    
    /s/ David Thompson

Treasurer
   28