NOTE

                                                             Scottsdale, Arizona
__________                                                   March 8, 1999


     FOR VALUE RECEIVED, CNF, Inc. a California corporation (the "Borrower"),
hereby promises to pay to the order of, _____________, an individual residing at
_______________________________ (the "Lender"), the principal sum of
__________________ $_____________ payable in cash on the earlier of (i) the date
Borrower, or any successor thereto, completes a financing transaction pursuant
to which it obtains financing from the sale of equity securities in the amount
of at least $4,000,000 (the "Financing Transaction"), and (ii) one (1) year from
the date hereof with the earlier of such dates being the Maturity Date.

     The entire principal amount together with interest at the rate of ten (10%)
percent per annum, shall be paid on the Maturity Date.

     All payments (including prepayments) to be made by the Borrower hereunder,
whether on account of principal, interest or otherwise, shall be made without
set off or counterclaim and shall be made prior to 12:00 Noon, Pacific Standard
Time, on the Maturity Date thereof to the Lender at the address set forth above,
or such other place as Lender may from time to time designate in writing. If any
payment or action to be made or taken hereunder shall be stated to be or become
due on a day which is not a Business Day, such payment or action shall be made
or taken on the next following Business Day and such extension of time shall be
included in computing interest or fees, if any, in connection with such payment
or action.

     Any failure to repay the principal or interest due hereunder upon the
Maturity Date or any failure to adhere to the terms of this Note shall be
considered an Event of Default. Upon the occurrence of an Event of Default the
entire amount of the indebtedness evidenced by this Note hereby shall be
immediately due and payable. Upon the acceleration of the obligations evidenced
by this Note and failure by the Borrower to pay amounts then due hereunder,
Lender may proceed to protect, exercise and enforce all of its rights and
remedies under this Note. The remedies provided in this Note are cumulative and
concurrent, may be pursued in any order, separately, successively or together,
may be exercised as often as occasion therefor may arise, and shall be in
addition to, and not in substitution for, the rights and remedies which would
otherwise be vested in Lender for the recovery of damages, or otherwise, in the
event of a breach of any of the undertakings of the Borrower hereunder. This
Agreement may not be modified, altered or amended, except by an agreement in
writing signed by the Borrower and the Lender. The Lender may not sell, assign
or transfer this Note or any portion hereof.

     This Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and
assigns. All references herein to the "Borrower" and the "Lender" shall be
deemed to apply to the Borrower and the Lender, respectively, and their
respective successors and assigns.



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     Borrower may not prepay the loan evidenced by this Note, without the
consent of the Lender.

     This Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes
be governed by and construed and enforced in accordance with the internal laws
of the State of Arizona without giving effect to its conflicts of law
principles.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has executed this Note as of the date first written above with the intention
that this Note shall constitute a sealed instrument.


                                             CNF, INC.


                                             By: /s/ Paul Charles
                                             --------------------
                                             Name:  Paul Charles
                                             Title: President