Exhibit  10.31


           THE TRANSFER OF THIS WARRANT IS RESTRICTED
                 AS PROVIDED IN SECTION 7 AND 8


                               GRANT DATE:  November 29, 1999


                WARRANT AGREEMENT AND CERTIFICATE
              TO PURCHASE SHARES OF COMMON STOCK OF
                      3PF.COM, INCORPORATED

     In consideration of a $4 million loan from Bill LeVine
("Creditor") to Rentrak Corporation, of which approximately $2.5
million of the proceeds were used to fund the operations of
3PF.COM, INC., a Delaware corporation whose principal place of
business is located at One Airport Center, 7700 N. E. Ambassador
Place, Portland, Oregon 97220 (the "Company"), and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, the Company grants to
Holder the right, subject to the terms and conditions of this
Warrant, to purchase at any time and from time to time during the
period commencing November 29, 1999 (the "Grant Date") and ending
on November 30, 2000, (the "Expiration Date"), Fourteen Thousand
Eight Hundred and Fourteen (14,814) shares of fully paid and
nonassessable shares of Common Stock of the Company (the
"Shares") for a purchase price of $6.75 per share, which is equal
to an aggregate purchase price of Ninety-Nine Thousand Nine
Hundred Ninety-Four Dollars and Fifty Cents ($99,994.50), (the
"Exercise Price").

     Section 1.  DEFINITIONS.  As used in this Warrant, unless
the context otherwise requires:

     1.1  "Basic Exercise Price" means the price at which each
Warrant Share may be purchased upon exercise of this Warrant as
stated in the first sentence of this Warrant.

     1.2  "Blue Sky Law" means the laws and regulations of any
state or other jurisdiction applicable to any sale by or for the
account of the Holder of all or part of this Warrant or any of
the Warrant Shares.

     1.3  "Common Stock" means the Common Stock ($.001 par value)
of the Company, and for purposes of Sections 7.1(a) through (d)
also has the meaning set forth in Section 7.1(f).

     1.4  "Exercise Date" means any date when this Warrant is
exercised, in whole or in part, in the manner indicated in
Sections 2.1 and 2.2.

     1.5  "Exercise Period" means the period commencing on the
Grant Date and ending on the Expiration Date.

     1.6  "Exercise Price" means the Basic Exercise Price,
provided, however, that if an adjustment is required under
Section 7 of this Warrant, then the "Exercise Price" means, after
each such adjustment, the price at which each Warrant Share may
be purchased upon exercise of this Warrant immediately after the
last such adjustment.

     1.7  "Expiration Date" means the Expiration Date as
described on the first page of this Warrant.

     1.8  "Grant Date" means the date this Warrant was first
granted as stated at the beginning of this Warrant.

     1.9  "Holder" means initially Creditor and his subsequent
transferee.

     1.10 "Related Warrant" means any other Warrant executed and
delivered by the Company on terms identical with the terms of
this Warrant (except as to the identity of the Holder, number of
Warrant Shares or execution date) that is granted pursuant to
Section 2 or Section 7 of this Agreement.

     1.11 "Related Warrant Shares" means any shares of Common
Stock or other securities issued or issuable upon exercise of any
Related Warrant.

     1.12 "Securities Act" means the Securities Act of 1933, as
amended from time to time, and all rules and regulations
promulgated thereunder, or any act, rules or regulations that
replace the Securities Act or any such rules and regulations.

     1.13 "Warrant" means this Common Stock Warrant and each
previously executed and cancelled Common Stock Warrant, if any,
for which this Warrant has been exchanged.

     1.14 "Warrant Shares" means any shares of Common Stock or
other securities issued or subject to issuance upon exercise of
this Warrant or upon exchange of a Warrant Share for Warrant
Shares of different denominations.

     Section 2.  DURATION AND EXERCISE OF WARRANT.

     2.1  Exercise of Warrant.  This Warrant shall be immediately
exercisable by Holder, in whole or in part, at any time on or
after the Grant Date and on or before the Expiration Date.

     This Warrant may be exercised by the Holder, in whole or in
part, during the Exercise Period, by (i) surrendering this
Warrant to the Company, (ii) tendering to the Company the payment
due with regard to the Exercise Price for the Warrant Shares for
which exercise is made, and (iii) executing and delivering to the
Company the attached Exercise Form.  In the event of a partial
exercise, the aggregate purchase price shall be adjusted pro rata
to take into account such partial exercise and a Related Warrant
shall be issued to Holder for the unexercised portion of the
Warrant.

     2.2  Certificates.  Within a reasonable time but no more
than 15 days after exercise, certificates for such Warrant Shares
shall be delivered to the Holder.

     2.3  Securities Act Compliance.  Unless the issuance or
transfer of the Warrant Shares shall have been registered under
the Securities Act, as a condition of its delivery of the
certificates for the Warrant Shares, the Company may require the
Holder (including any transferee of the Warrant Shares in whose
name the Warrant Shares are to be registered) to deliver to the
Company, in writing, representations regarding the purchaser's
sophistication, investment intent, acquisition for its own
account and such other matters as are reasonable and customary
for purchasers of securities in an unregistered private offering,
and the Company may place conspicuously upon each certificate
representing the Warrant Shares a legend substantially in the
following form, the terms of which are agreed to by the Holder
(including such transferee):

     "The securities represented by this certificate have
     been issued without registration or qualification under
     the Securities Act of 1933, as amended (the "Securities
     Act"), and the Blue Sky Laws of any jurisdiction.  Such
     securities may not be sold, assigned, transferred or
     otherwise disposed of, beneficially or on the records
     of the Company, unless the securities represented by
     this certificate have been registered or qualified
     under the Securities Act and applicable Blue Sky Laws
     or there has been delivered to the Company an opinion
     of counsel, satisfactory to the Company, to the effect
     that such registration and qualification is not
     required."

The Company need not register a transfer of this Warrant or the
Warrant Share unless the conditions specified in such legend and
in Section 8 are satisfied.

     Section 3.  VALIDITY AND RESERVATION OF WARRANT SHARES.

     The Company covenants that this Warrant and all shares of
Common Stock issued upon exercise of this Warrant will be validly
issued, fully paid, nonassessable and free of preemptive rights.
The Company agrees that so long as this Warrant may be exercised,
the Company will have authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of Warrant Shares to
provide for exercise in full.

     Section 4.  FRACTIONAL SHARES.

     No fractional Warrant Share shall be issued upon the
exercise of this Warrant.  With respect to any fraction of a
Warrant Share otherwise issuable upon any such exercise, the
Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the Exercise Price.

     Section 5.  LIMITED RIGHTS OF THE WARRANT HOLDER.

     The Holder shall not, solely by virtue of being the Holder
of this Warrant, have any of the rights of a holder of Common
Stock of the Company, either at law or equity, until such Warrant
shall have been exercised and the Holder shall have been issued
certificates representing the Warrant Shares and the Holder shall
be deemed to be the holder of record of Warrant Shares as
provided in this Warrant, at which time the person or persons in
whose name or names the certificate or certificates for Warrant
Shares being purchased are to be issued shall be deemed the
holder or holders of record of such shares for all purposes.

     Section 6.  ANTI-DILUTION PROTECTION

     6.1  Certain Recapitalization; Stock Splits; Reverse Stock
Splits.  If, prior to the expiration of this Warrant by exercise
or by its terms, the Company shall effect a recapitalization of
such character that the outstanding Common Stock shall be changed
or converted into, or become exchangeable for, a larger or
smaller number of Common Stock, then the number of Common Stock
which the Holder shall be entitled to receive upon exercise of
this Warrant in accordance with its terms shall be
proportionately increased or decreased, in direct proportion to
the increase or decrease in the number of Common Stock
outstanding by reason of the recapitalization, and the per share
Exercise Price hereunder in effect at the time of the
recapitalization shall, in the case of an increase in the number
of Common Stock purchasable hereunder, be proportionately reduced
and, in the case of a decrease in the number of such Common
Stock, be proportionately increased.

     6.2  Mergers, Consolidations; Conveyances.  If, prior to the
expiration of this Warrant by exercise or by its terms, the
Company shall merge or consolidate with, or convey all or
substantially all of its property and assets to, any other
corporation or corporations, then, upon the exercise of this
Warrant in accordance with its terms after the effective date of
such merger, consolidation or conveyance, the Holder shall be
entitled to receive for the Exercise Price, in lieu of each of
the shares of Common Stock otherwise purchasable hereunder, such
shares, securities, or other property as may be issued or payable
with respect to, or in exchange for, each of such shares of
Common Stock and which the Holder would have received as the
holder of record of each such share of Common Stock on the
effective date of such merger, consolidation or conveyance.

     Section 7.  EXCHANGE, TRANSFER OR LOSS OF WARRANT.

     7.1  Exchange.  This Warrant is exchangeable, without
expense to the Holder and upon surrender hereof to the Company,
for Related Warrants of different denominations entitling the
Holder to purchase Warrant Shares equal in total number and
identical in type to the Warrant Shares covered by this Warrant.

     7.2  Transfer.  Subject to the provisions of Section 8, upon
surrender of this Warrant to the Company with the attached
Assignment Form duly executed, the Company shall, without charge,
execute and deliver a Related Warrant to the assignee named in
such Assignment Form, and this Warrant shall promptly be
cancelled.

     7.3  Loss, Theft, Destruction or Mutilation.  Upon receipt
by the Company of satisfactory evidence of the loss, theft,
destruction or mutilation of this Warrant and either (in the case
of loss, theft or destruction) indemnification or bond in form
and substance acceptable to the Company, or (in the case of
mutilation) the surrender of this Warrant for cancellation, the
Company will execute and deliver to the Holder, without charge, a
Related Warrant of like denomination.  Any such Related Warrant
executed and delivered shall constitute an additional obligation
of the Company, whether or not this Warrant, reportedly lost,
stolen, destroyed or mutilated, shall be at any time presented by
anyone to the Company for exercise.

     Section 8.  TRANSFER RESTRICTION

     8.1  General.  Anything contained hereto to the contrary
notwithstanding, this Warrant may not be assigned, transferred
(by operation of law or otherwise), hypothecated or sold, except
as set forth in Section 8.2.  Any such assignment or transfer
shall be made by surrender of this Warrant to the Company or at
the office of its transfer agent, if any, with the Form of
Assignment annexed hereto duly executed and funds sufficient to
pay any transfer tax, whereupon the Company shall, without
charge, execute and deliver a Related Warrant in the name of the
assignee and this Warrant shall promptly be cancelled.  This
Warrant may only be transferred or assigned as a whole unit as to
the balance of the unexercised purchase rights as of the time of
transfer.  Partial transfer or assignment of this Warrant shall
be prohibited.

     8.2  Securities Law Compliance.  Except pursuant to the
requirements of and in compliance with Rule 144 of the Securities
Act, the Warrant and Warrant Shares may not be sold, transferred,
assigned or otherwise disposed of except as follows:

          (a)  to a person who, in the opinion of counsel
satisfactory to the Company and in the opinion of the Company's
counsel, is a person to whom the Warrant Shares may legally be
transferred without registration under the Securities Act and
without the delivery of a current prospectus with respect
thereto; or

          (b)  to any person upon delivery of a prospectus then
meeting the requirements of the Securities Act relating to such
securities (as to which a registration statement under the
Securities Act shall then be in effect) and the offering thereof
for such sale or disposition.

     The Holder agrees that it will not at any time offer to
sell, sell, transfer, pledge or otherwise dispose of this
Warrant, or, upon receipt of Common Stock after exercise hereof,
any of such Common Stock, except pursuant to either (a) an
effective registration statement under the Securities Act or (b)
an opinion of counsel satisfactory to the Company to the effect
that such registration is not required.  The Holder acknowledges
that, in taking this unregistered Warrant, or in taking
unregistered Common Stock upon exercise hereof, the Holder must
continue to bear the economic risk of such investments for what
may be an indefinite period of time.  The Holder further agrees
hereby that, prior to any transfer of this Warrant or the Common
Stock received upon any exercise hereof (if such Warrant and/or
Common Stock are not registered under the Securities Act), it
will give written notice to the Company of its intention to
effect such transfer.  Upon receipt of such notice, the Company
will promptly present it to counsel for the Company and counsel
for the Holder and if the Company receives the opinion of such
counsel, in form and substance satisfactory to the Company, that
the proposed transfer may be effected without registration under
the Securities Act and applicable state law, the Holder shall be
promptly notified and shall be entitled to effect the transfer of
this Warrant and/or the Common Stock in accordance with the terms
specified in the notice delivered to the Company.  The provisions
of this Section 8.2 shall be binding upon all subsequent Holders
of this Warrant and upon all subsequent holders of the
certificates for the Common Stock bearing the legend specified in
Section 3 hereof.

     8.3  Representations of Holder.  The Holder represents that
it has acquired this Warrant for investment only, for its own
account, and not with any present view to, or any offer to sale
in connection with, the distribution thereof.  The Holder
represents that it is an "accredited investor" as that term is
defined under Regulation D of the Securities Act and is able to
bear the economic risk associated with an entire loss of its
investment.

     Section 9.  REGISTRATION RIGHTS.

     9.1  Definitions.  For purposes of this Section 9:

               (a)  The term "Act" shall mean the Securities Act
     of 1933, as amended;

               (b)  The terms "register," "registered" and
     "registration" refer to a registration effected by preparing
     and filing a registration statement or similar document in
     compliance with the Act, and the declaration or ordering of
     effectiveness of such registration statement or document by
     the Securities and Exchange Commission;

               (c)  The term "Registrable Securities" means the
     Common Stock issuable or issued upon the exercise of this
     Warrant, or Related Warrants.

     9.2  Piggyback Registration.  If the Company proposes to
register (but excluding for this purpose the Company's initial
public offering of securities and any registration effected by
the Company on a Form S-8 registration statement) any securities
under the Act, it shall each such time:

               (a)  Promptly (but in no event less than 30 days
     prior to the proposed filing date of the registration
     statement relating thereto) give written notice to Holder of
     such proposed registration; and

               (b)  Upon the written request of Holder to
     register any of its Registrable Securities, which request
     shall be given within 30 days after receipt of such written
     notice by the Company, the Company shall cause to be
     registered under the Act all of the Registrable Securities
     that Holder has requested to be registered.

     9.3  Obligations of the Company.  Whenever required under
this Section 9 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably
possible:

               (a)  Prepare and file with the Securities and
     Exchange Commission (the "SEC") a registration statement
     with respect to such Registrable Securities and use its best
     efforts to cause such registration statement to become
     effective, and, upon the request of Holder, keep such
     registration statement effective for up to 90 days, or in
     the case of a shelf registration, the earlier of the time at
     which all of the Registrable Securities registered on the
     shelf registration have been sold, or the longest period
     permitted for registering securities or such shelf
     registration.

               (b)  Prepare and file with the SEC such amendments
     and supplements to such registration statement and the
     prospectus used in connection therewith, as may be necessary
     to comply with the provisions of the Act with respect to the
     disposition of all securities covered by such registration
     statement.

               (c)  Furnish to Holder such numbers of copies of a
     prospectus, including a preliminary prospectus, in
     conformity with the requirements of the Act, and such other
     documents as they may reasonably request in order to
     facilitate the disposition of Registrable securities owned
     by them.

               (d)  Use its best efforts to register and qualify
     the securities covered by such registration statement under
     such other securities or Blue Sky Laws of such jurisdictions
     as shall be requested by Holder, provided that the Company
     shall not be required in connection therewith or as a
     condition thereto to qualify to do business in any such
     states or jurisdictions, provided that this section shall be
     limited to the United States.

               (e)  In the event of any underwritten public
     offering, enter into and perform its obligations under an
     underwriting agreement, in usual and customary form, with
     the managing underwriter of such offering.  Each Holder
     participating in such underwriting shall also enter into and
     perform its obligations under such an agreement.

               (f)  Notify each Holder of Registrable Securities
     covered by such registration statement, at any time when a
     prospectus relating thereto covered by such registration
     statement is required to be delivered under the Act, of the
     happening of any event as a result of which the prospectus
     included in such registration statement, as then in effect,
     includes an untrue statement of a material fact or omits to
     state a material fact required to be stated therein or
     necessary to make the statements therein not misleading in
     the light of the circumstances then existing.

               (g)  Furnish, at the request of any Holder
     requesting registration of Registrable Securities pursuant
     to this Section 9, on the date that such Registrable
     Securities are delivered to the underwriters for sale in
     connection with a registration pursuant to this Section 9,
     if such securities are being sold through underwriters, or,
     if such securities are not being sold through underwriters,
     on the date that the registration statement with respect to
     such securities becomes effective, (i) an opinion, dated
     such date, of counsel representing the Company for the
     purposes of such registration, in form and substance as is
     customarily given to underwriters, if any, and to the Holder
     requesting registration of Registrable Securities, and (ii)
     a letter dated such date, from the independent certified
     public accounts of the Company, in form and substance as
     customarily given by independent certified public
     accountants to underwriters in an underwritten public
     offering, addressed to the underwriters, if any, and to the
     Holder requesting registration of Registrable Securities.

               (h)  List the Registrable Securities being
     registered on any national securities exchange on which a
     class of the Company's equity securities is listed or
     exercise its best efforts to qualify the Registrable
     Securities being registered for inclusion on the automated
     quotation system of the National Association of Securities
     Dealers, Inc. ("NASD"), including the NASDAQ National Market
     System, as the case may be, if the Company does not have a
     class of equity securities listed on a national securities
     exchange.

     9.4  Furnish Information.  It shall be a condition precedent
to the obligations of the Company to take any action pursuant to
this Section 9 that the Holder shall furnish to the Company such
information regarding themselves, the Registrable Securities held
by Holder, and the intended method of disposition of such
securities as shall be required to effect the registration of the
Registrable Securities.

     9.5  Expenses of Company Registration.  The Company shall
bear and pay expenses incurred in connection with any
registration, filing or qualification of Registrable Securities
with respect to registrations pursuant to Section 9.2 for Holder,
including, without limitation, all printers' bills and account
fees and the fees and disbursements of counsel for the Company,
but excluding underwriting discounts and commissions relating to
Registrable Securities and the fees and disbursements of special
counsel for Holder.

     9.6  Underwriting Requirements.  In connection with any
offering involving an underwriting of shares being issued by the
Company, the Company shall not be required under Section 9.2 to
include any of Holder's securities in such underwriting unless
Holder accepts the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it, and then
only in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by the
Company.  If the total amount of securities, including
Registrable Securities requested by Holder to be included in such
offering, exceeds the amount of securities that the underwriters
reasonably believe are compatible with the success of the
offering, then the Company shall be required to include in the
offering only that number of Registrable Securities, which the
underwriters believe will not jeopardize the success of the
offering (the securities so included to be apportioned pro rata
among all selling shareholders according to the total amount of
securities entitled to be included therein owned by each selling
holder based on the then existing priority of registration
rights, or in such other proportions as shall mutually be agreed
to by such selling shareholders).

     9.7  Indemnification.  In the event any Registrable
Securities are included in a registration statement under this
Section 9:

               (a)  To the extent permitted by law, the Company
     will indemnify and hold harmless Holder, the officers and
     directors or controlling persons of any Holder, any
     underwriter (as defined in the Act) for Holder, and each
     person, if any, who controls any Holder or underwriter
     within the meaning of the Act or the Securities Exchange Act
     of 1934 (the "1934 Act"), against any losses, claims,
     damages or liabilities (joint or several) to which they may
     become subject under the Act, the 1934 Act or other federal
     or state law, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or
     are based upon any of the following statements, omissions or
     violations (collectively, a "Violation"): (i) any untrue
     statement or alleged untrue statement of a material fact
     contained in such registration statement, including any
     preliminary prospectus or final prospectus contained therein
     or any amendments or supplements thereto, (ii) the omission
     or alleged Omission to state therein a material fact
     required to be stated therein, or necessary to make the
     statements therein not misleading, or (iii) any violation or
     alleged violation by the Company of the Act, the 1934 Act,
     or any state law; and the Company will reimburse Holder,
     officer or director, underwriter or controlling person for
     any legal or other expense reasonably incurred by them in
     connection with investigating or defending any such loss,
     claim, damage, liability or action; provided, however, that
     the indemnity agreement contained in this Section 9.7(a)
     shall not apply to amounts paid in settlement of any such
     loss, claim, damage, liability or action if such settlement
     is effected without the consent of the Company, nor shall
     the Company be liable in any such case for any such loss,
     claim damage, liability or action to the extent that it
     arises out of or is based upon a Violation which occurs in
     reliance upon and in conformity with written information
     furnished expressly for use in connection with such
     registration by any such Holders, officer, director,
     underwriter or controlling person.

               (b)  To the extent permitted by law, Holder will
     indemnify and hold harmless the Company and its underwriter,
     and any officers, directors or controlling persons thereof,
     against losses, claims, damages or liabilities that arise
     out of or are based on (i) any untrue statement or alleged
     untrue statement of a material fact contained in a
     registration statement, including any preliminary prospectus
     or final prospectus contained therein or any amendments or
     supplements thereto or any omission or alleged omission to
     state therein a material fact required to be stated therein
     or necessary to make the statement therein not misleading to
     the extent that any such untrue statement, alleged untrue
     statement, omission or alleged omission occurs in reliance
     upon and in conformity with written information furnished
     expressly for use in connection with such registration by
     Holders or (ii) any violation or alleged violation by Holder
     of the Act, the 1934 Act, or any state law.

               (c)  Promptly after receipt by an indemnified
     party under this Section 9.7 of notice of the commencement
     of any action (including any governmental action), such
     indemnified party will, if a claim in respect thereof is to
     be made against any indemnifying party under this Section
     9.7, deliver to the indemnifying party a written notice of
     the commencement thereof and the indemnifying party shall
     have the right to participate in, and, to the extent the
     indemnifying party so desires, jointly with any other
     indemnifying party similarly noticed, to assume the defense
     thereof with counsel mutually satisfactory to the parties,
     in which case the indemnifying party shall not be liable to
     the indemnified party for any attorneys fees or expenses
     incurred by the indemnified party; provided, however, that
     an indemnified party shall have the right to retain its own
     counsel, with the fees and expenses to be paid by the
     indemnifying party, if representation of such indemnified
     party by the counsel retained by the indemnifying party
     would be inappropriate due to actual or potential differing
     interests between such indemnified party and any other party
     represented by such counsel in such proceeding.  The failure
     to deliver written notice to the indemnifying party within a
     reasonable time of the commencement of any such action, if
     prejudicial to its ability to defend such action, shall
     relieve such indemnifying party of any liability to the
     indemnified party under this Section 9.7, but the omission
     so to deliver written notice to the indemnifying party will
     not relieve it of any liability that it may have to any
     indemnified party otherwise than under this Section 9.7.

               (d)  In order to provide for just and equitable
     contribution in any case in which any indemnified party
     makes claim for indemnification pursuant to this Section 9.7
     but it is judicially determined (by entry of a final
     judgment or decree by a court of competent jurisdiction and
     the expiration of time to appeal or the denial of the last
     right of appeal) that such indemnification may not be
     enforced in such case, notwithstanding the fact that the
     provisions of this Section 9.7 hereof so provide for
     indemnification in such case, then, and in each such case,
     each indemnifying party and the indemnified party shall
     contribute to the aggregate losses, claims, damages, or
     liabilities to which they may be subject (after contribution
     from all others) in such proportion as is appropriate to
     reflect the relative benefits received by each indemnifying
     party and the indemnified party from the registration of
     Registrable Securities; provided, however, that if such
     allocation is not permitted by applicable law, then the
     relative fault of each indemnifying party and the
     indemnified party in connection with the statements or
     omissions which resulted in such damages and other relevant
     equitable considerations shall also be considered.  The
     relative fault shall be determined by reference to, among
     other things, whether in the case of an untrue statement of
     a material fact or the omission to state a material fact,
     such statement or omission relates to information supplied
     by the indemnified party or by the indemnifying parties and
     the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such
     untrue statement or omission.  The parties hereto agree that
     it would not be just and equitable if the respective
     obligations of the parties to contribute pursuant to this
     Section 9.7(d) were to be determined by pro rata or per
     capita allocation of the aggregate damages or by any other
     method of allocation that does not take account of the
     equitable considerations referred to in the first sentence
     of this Section 9.7(d).  For purposes of this Section
     9.7(d), the term "damages" shall include any legal or other
     expenses reasonably incurred by the indemnified party in
     connection with investigating or defending against or
     appearing as a third party witness in any action or claim
     that is the subject of the contribution provisions of this
     Section 9.7(d).  Notwithstanding the provisions of this
     Section 9.7(d), a Holder, the officers and directors of each
     Holder, any underwriter (as defined in the Act) for such
     Holder, if any, and any person who controls such Holder or
     underwriter within the meaning of the 1934 Act in the
     aggregate shall not be required to contribute any amount in
     excess of the amount by which the total price of the
     Registrable Securities purchased by any such person or
     entity, directly or indirectly, from the Company exceeds the
     amount of any damages that such persons in the aggregate
     have otherwise been required to pay by reason of such untrue
     statement or omission.  No person guilty of a fraudulent
     misrepresentation (within the meaning of Section 11(f) of
     the Act) shall be entitled to contribution from any person
     who is not guilty of such fraudulent misrepresentation.  The
     foregoing contribution agreement shall in no way affect the
     contribution liabilities of any person having liability
     under applicable law, other than the parties hereto and the
     persons controlling the parties hereto.

               (e)  The obligations of the Company under this
     Section 9.7 shall survive the completion of any offering of
     Registrable Securities in a registration statement under
     this Section 9.

     9.8  Reports Under 1934 Act.  With a view to making
available to Holders the benefits of Rule 144 and Rule 144A
promulgated under the Act, and any other rule or regulation of
the SEC that may at any time permit Holder to sell securities of
the Company to the public if the Company is subject to the
reporting requirements of Section 13 or 15(d) of the 1934 Act,
the Company agrees to:

               (a)  make and keep public information available,
     as those terms are understood and defined in SEC Rule 144;

               (b)  file with the SEC in a timely manner all
     reports and other documents as may be required of the
     Company under the Act and the 1934 Act;

               (c)  furnish to Holders, so long as Holders own
any Registrable Securities, forthwith upon request such
information as may be reasonably requested in availing Holders of
any rule or regulation of the SEC which permits the selling of
any such securities without registration.

     9.9  Participation in Underwritten Registrations.  Holder
may not participate in any registration hereunder which is
underwritten unless Holder (a) agrees to sell such person's
securities on the basis provided in any underwriting arrangements
approved by the person or persons entitled hereunder to approve
such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting
arrangements and other documents required under the terms of such
underwriting arrangements.

     Section 10.  REPRESENTATIONS AND WARRANTIES.

     The Company represents and warrants to Holder the following:

     10.1 Authority.  The Company has full right, power and
authority to enter into this Agreement and to perform all of its
obligations hereunder or contemplated hereby; this Agreement has
been duly authorized, executed and delivered by the Company and
is enforceable in accordance with its terms.

     10.2 Valid Agreement.  This Warrant, and the issue and
delivery thereof has been duly and validly authorized, and this
Warrant, when issued and delivered as provided in this Agreement,
will be duly and validly issued and outstanding, and will
constitute a valid and binding obligation of the Company.

     Section 11.  MISCELLANEOUS.

     11.1 Successors and Assigns.  All the covenants and
provisions of this Warrant that are by or for the benefit of the
Company shall bind and inure to the benefit of its successors and
assigns hereunder.

     11.2 Notice.  Notice or demand pursuant to this Warrant to
be given or made by the Holder to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed, until another address is designated in
writing by the Company, as follows:

               3PF.Com, Inc.
               One Airport Center
               7700 N. E. Ambassador place
               Portland, Oregon  97220
               Attention:  Bill Polich

     Any notice or demand authorized by this Warrant to be given
or made by the Company to or on the Holder shall be given to the
Holder by first-class mail, postage prepaid, addressed, until
another address is designated in writing by the Company, as
follows:


               Bill LeVine
               LeVine Enterprises
               211 Spalding Drive, #604 South
               Beverly Hills, CA  90212

and to any other Holder addressed at his last known address as it
shall appear on the books of the Company, until another address
is designated in writing, with a copy to Holder by like mail.

     11.3 Jurisdiction; Waiver of Jury Trial.  For any action
related to the judicial enforcement or interpretation of this
Warrant, and all other agreements or documents contemplated in or
by this Warrant, the Company and Holder expressly consent to the
jurisdiction of the Circuit Court for the County of Multnomah,
State of Oregon or the Federal Court for the District of Oregon.
The Holder waives his right to a jury trial of any claim or cause
of action based upon or arising out of this Warrant or any
dealings between the Company and Holder relating to this Warrant.

     11.4 Applicable Law.  The validity interpretation and
performance of this Warrant shall be governed by laws of the
State of Oregon.

     11.5 Headings.  The article headings herein are for
convenience only and are not part of this Warrant and shall not
affect the interpretation thereof.

     This Warrant is executed as of November 7, 1999.

                                 3PF.COM, INC.



                                 By:____________________________
                                 _______
                                       F. Kim Cox, Secretary



                          EXERCISE FORM

            (To Be Executed by the Warrant Holder if
                    the Warrant is Exercised)


TO:       3PF.COM, INCORPORATED

The undersigned _________________________________________________
                    (Please insert name and Social Security or
                    other identifying number of Subscriber)

hereby irrevocably elects to exercise the right of purchase
represented by the attached Warrant for, and to purchase
thereunder, __________ shares of your Common Stock provided for
therein and tenders payment herewith to the order of 3PF.Com,
Incorporated in the amount of $____________.

The undersigned requests that certificates for such shares of
Common Stock be issued as follows:

Name:  __________________________________________________________

Address:  _______________________________________________________

Deliver to:  ____________________________________________________

Address:  _______________________________________________________

and, if said number of shares of Common Stock shall not be all
the shares of Common Stock purchasable hereunder, that a new
Warrant for the balance remaining of the Shares of Common Stock
purchasable under the attached Warrant be registered in the name
of, and delivered to, the undersigned at the address stated
below.

Address:  _______________________________________________________

Dated:  _______________, 2000.  Signature
___________________________

                              Note:  Signature must correspond
                              with the name as written upon the
                              face of the Warrant in every
                              particular, without alteration or
                              enlargement or any change whatever.

                       FORM OF ASSIGNMENT

               (To Be Signed Only Upon Assignment)


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto ______________________________, of
________________________________________ the right to purchase
__________ shares of Common Stock evidenced by the within
Warrant, and appoints _____________________________ to transfer
the same on the books of 3PF.Com, Inc. with the full power of
substitution in the premises.

Dated:  _____________________, 2000.


Signature:___________________________________________

                    Note:  Signature must correspond with the
                    name as written upon the face of the Warrant.

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