1    SEAFIRST BANK
MEMBER FDIC
Loan No. 604938  and 453817-9
FIRST AMENDED AND RESTATED
PROMISSORY NOTE
$1,950,000.00							
November 12, 1996
Seattle, Washington
This First Amended and Restated Promissory Note 
("Note") is tile 'Restated Note' referred to in (he Loan 
Modification and Additional Advance Agreement of even date
herewith between Maker and Lender. This Note supersedes and 
replaces in its entirety but does not constitute a novation 
of that certain Note dated December 20, 1995, by Maker and 
payable to Lender in the face amount of $1,688,000.00. This 
Note contains modifications and changes in the terms of the 
loan by Lender to Maker.
     FOR VALUE RECEIVED, the undersigned ("Maker") 
promise(s) to pay to the order of BANK OF AMERICA NW, N.A., 
doing business as SEAFIRST BANK ("Lender"), at its 
principal office in Seattle, Washington, or at such other 
place or places or to such other party as the "Holder" 
(defined below) may from time to time designate in writing, 
the principal sum of ONE MILLION NINE HUNDRED FIFTY 
THOUSAND AND NO/100 DOLLARS ($1,950,000.00), or so much 
thereof as may be advanced, in ]awful money of the United
States of America, together with interest thereon, on the 
following agreements, terms and conditions The term 
"Holder" as used in this Note means Lender or any future
holder of this Note, and their successors and Assigns
I TERM This Note shall have an initial term (the 
"Construction Term") expiring on January 1, 1997 The last 
day of the Construction Term is referred to in this Note
as the "Maturity Date" If Maker is not then in default 
under this Note or any other documents or instruments 
executed by Maker in connection with the loan (the "Loan")
evidenced by this Note (collectively with this Note, the 
"Loan Documents"), on or before the last day of the 
Construction Term, the Loan shall convert to a permanent
loan (the "Permanent Loan") if Maker has complied with the 
following conditions, and with all other conditions as may 
be specified in any other Loan Document:
      (a) Maker shall have provided the Holder with current 
financial statements of Maker, any general partner in Maker 
and any guarantor of the Loan, each certified as correct by 
the appropriate party, showing no material adverse change 
in any such person's or entity's financial condition from 
the date of this Note, and otherwise acceptable to the 
Holder in its sole discretion;
      (b) Maker is not then in default under this Note or 
any other Loan Document;
      (c) The improvements to be constructed with the 
proceeds of the Loan shall have been completed in 
accordance with the plans and specifications for the
improvements approved by Lender and a certificate of 
occupancy shall have been issued by the applicable 
governmental authority allowing the use and occupancy of 
the improvements for their intended purposes; and
      (d) Maker shall have complied with such other 
conditions to the conversion as the Holder may reasonably 
require and specify in writing prior to the date of the
conversion 
If the Loan is converted to the Permanent Loan as provided 
above, the Maturity Date shall be extended to that date 
which is one hundred twenty (120) months from the first day 
of the first calendar month following the date of the 
conversion unless otherwise agreed in writing by the Holder 
First Amended and Restated Promissory Note
2 INTEREST Interest shall commence to run on each advance 
under this Note from the date of the advance and will be 
computed on the outstanding balance of this Note as it 
exists from time to time at the interest rates provided for 
in subparagraphs 2(a) and 2(b) below, as applicable 
After maturity, or after default, interest shall accrue on 
the outstanding principal balance of this Note at an 
interest rate equal to four percentage points (4%) per 
annum above the interest rate otherwise applicable to this 
Note.
     (a) Construction Term Interest. During the 
Construction Term, the principal balance of this Note shall 
bear interest at a per annum interest rate equal to the sum 
of the publicly announced prime rate (the "Prime Rate") of 
Lender, as the same may change from time to time, plus 
three hundred twenty-five onethousandths of one percentage 
point (0325%) per annum interest rate adjustments caused by 
changes to the Prime Rate shall be effective the same day 
as the adjustments to the Prime Rate are effective Interest 
on this Note during the Construction Term shall be computed 
on the basis of a 360-day year and the actual number of 
days elapsed in the period for which interest is payable
     (b) Permanent Loan Interest If the Loan converts to 
the Permanent Loan, interest shall accrue on the principal 
balance of this Note either at a variable interest rate
as provided in subparagraph 2(b)(i) below (the "Variable 
Rate"), or at a fixed interest rate as provided in 
subparagraph 2(b)(ii) below (the "Fixed Rate") After 
conversion to the Permanent Loan, interest on this Note 
shall be calculated using a 30-day month and a 360-day year 
   		(I) Variable Rate Unless Maker elects to have 
interest calculated at the Fixed Rate pursuant to 
subparagraph 2(b)(ii) below, interest shall accrue on the
principal balance of this Note at the Variable Rate The 
initial Variable Rate shall be equal to the "LIBOR index" 
(defined below) as of the date the Loan converts to the 
Permanent Loan, plus two and three-fourths percentage 
points (2750%) per annum, rounded to the next highest one-
eighth of one percent (0.125%) The Variable Rate, if 
applicable, will change five (5) months after the first 
payment date stated in subparagraph 3(b) below, and every 
sixth (6th) month thereafter (each such date being referred 
to in this Note as an "Interest Change Date")
     (1) LIBOR Index Current Index - Changes in the 
Variable Rate will be based on changes in the 180-day LIBOR 
as defined below (the "LIBOR index") If the LIBOR Index is 
no longer available, the Holder will choose a new index 
based upon comparable information and give Maker notice of 
the choice The most recently available LIBOR Index fifteen 
(15)Business Days before each interest Change Date is the 
"Current Index"
     (2) Calculation of Variable Rate - Before each 
interest Change Date, if applicable, the Holder will 
calculate the new Variable Rate which shall be equal to
the Current Index, plus two and three-fourths percentage 
points (2 750%) per annum, rounded to the next highest one-
eighth of one percent (0 125%) This new interest rate will 
be the Variable Rate until the next interest Change Date
     (3) LIBOR means the London Interbank Offer Rate, 
adjusted at the Holder's option for statutory reserves, 
deposit insurance, regulatory capital, taxes and 
assessments, in any, and is the average of the rates of 
interest, on a per annum basis, at which deposits in United 
States dollars having a term of 180 days are offered by 
major banks in immediately available funds to prime banks 
in the London Interbank market at 11:00 A M (London time) 
on the date the Loan converts to a Permanent Loan, or the 
day which is fifteen (15) Business Days prior to the 
applicable interest Change Date, as applicable This rate is 
reported on Telerate, a national and international medium 
which provides interest rate quotations daily, as quoted by 
the British Bankers Association as interest Settlement 
Rates on page 3750 (or such other page as may replace it) 
Such interest rate quotation, as provided by Telerate, 
shall be deemed conclusive and final with respect to LIBOR 
determinations for so long as Telerate continues to make 
such interest rate reports if Telerate or the British 
Bankers Association report is no longer available For 180-
day maturities, a comparable publication or report 
containing such information selected by the Holder will be 
used.  If there is no such publication or comparable 
publication containing such information, the 180-day LIBOR 
shall be the average rate (rounded if necessary to the 
nearest one thousandth of a percent) at which dollar 
deposits having a maturity of 180 days are offered by at 
least two major banks in an interbank market where 
Eurodollars are being traded to prime banks in immediately 
available Funds on the LIBOR determination date described 
above or as soon thereafter as such offer quotes can be 
obtained.
     (4) Business Day means a day on which commercial banks 
are generally open for business in Seattle, Washington and 
London, England 
     (5) The amount of adjustment for reserves, deposit 
insurance, regulatory capital, taxes and assessments may 
change an any Interest Change Date depending on such 
charges then being assessed against the Holder Such charges 
may change due to various factors. including but not 
limited to, changes in the requirements for reserves and 
capital adequacy promulgated by the Federal Reserve System 
of the United States and/or other state and federal 
regulatory agencies, statutory changes affecting the 
Holder, and/or imposition of taxes, FDIC fees and/or 
assessments Each determination of an adjustment amount 
shall be made by the Holder in its sole and absolute 
discretion and shall be conclusive and binding upon Maker 
and shall be determined without benefit of or credit for 
prorations, exceptions or offsets that may be available to 
the Holder from time to time.
     (ii) Fixed Rate Prior to the date the Loan converts to 
the Permanent Loan, Maker may elect by written notice to 
the Holder to have interest on the entire principal amount 
of this Note calculated for the entire term of the 
permanent Loan at a Fixed Rate, as provided below Further, 
so long as Maker is not in default under the terms of this 
Note or any Loan Document, at any time after the Loan 
converts to the Permanent Loan, Maker at its option, and 
upon the payment of a fee to the Holder equal to 0250% of 
the then outstanding principal balance of this Note (or 
$500 00, whichever is greater), may elect by written notice 
to the Holder to have interest calculated on the entire
principal balance of this Note at a Fixed Rate calculated 
as provided below for the remainder of the term of the 
Permanent Loan Maker's ability to fix the interest rate
on this Note pursuant to this subparagraph 2@)(ii) is 
subject to the availability to the Holder of match funding 
opportunities for a time period equivalent to the term of
this Note following the date of Maker's election to fix the 
interest rate.
     (1) Calculation of Fixed Rate If Maker elects to have 
a Fixed Rate apply to this Note, interest shall accrue on 
the principal balance of this Note at a per annum rate 
equal to Lender's reserve adjusted "Fixed Rate Index" as 
quoted by Lender on the date the interest rate is converted 
to the Fixed Rate, for a period equivalent to the term of 
the Permanent Loan or remainder thereof, as applicable), 
plus two and thirty-three one-hundredths percentage points 
(2330%) per annum, rounded upward to the next highest one-
eighth of one percent (0125%) The Fixed Rate Index may be 
adjusted at the Holder's option to reflect statutory 
reserves, deposit insurance, regulatory capital, taxes and 
assessments, if any, as set forth in subparagraph 
2(b)(i)(5) above.
     (2) Date of Conversion - The interest rate will be 
converted to the Fixed Rate on the date the Holder receives 
Maker's written notice electing the Fixed Rate option, 
provided such notice is received before noon, Seattle time, 
on a Business Day, and the fee payable in connection with 
the election has been received by Holder If notice is 
received by Holder after noon, Seattle time, on a Business 
Day, the interest rate applicable to this Note will convert 
to a Fixed Rate on the next Business Day, For purposes of 
this subparagraph 2(b)(ii)(Z) only, the term "Business Day" 
means a day on which commercial banks are generally open 
for business in Seattle, Washington 
3 PAYMENTS
     (a) Construction Term Payments During the Construction 
Term, Maker shall make monthly payments of interest on this 
Note as it accrues Payments shall be due on the first day 
of each calendar month during the Construction Term, 
commencing on the first day of the first calendar month 
following the initial advance by the Holder under this 
Note.
     (b) Permanent Loan Payments if the Loan converts to 
the Permanent Loan Maker shall make monthly payments of 
principal and interest to the Holder, in amounts sufficient 
to fully amortize the principal balance of this Note over a 
twenty (20) year amortization period in substantially equal 
payments, based on the interest rate applicable to this 
Note, calculated as provided below Such monthly payments of 
principal and interest shall be due on the first day of 
each calendar month during the term of the Permanent Loan, 
commencing on the first day of the second calendar month 
following the month in which the Loan converts to the 
Permanent Loan The monthly payments required on this Note
following conversion to the Permanent Loan shall be 
calculated as follows:
     (i) Variable Rate Payments If interest is accruing on 
this Note at a Variable Rate, the amount of the initial 
monthly payments shall be in an amount sufficient to fully 
amortize the principal balance of this Note at the initial
Variable Rate, in substantially equal monthly payments over 
the amortization period specified above Promptly after the 
Loan converts to the Permanent Loan, the Holder will  
provide Maker with a dosing statement (or other written 
notice) which will confirm the initial Variable Rate and 
the amount of the initial principal and interest payments 
due under this Note. The monthly payment will change after 
each Interest Change Date to an amount sufficient to repay 
the then unpaid principal balance of this Note in full at 
the then current interest rate, in substantially equal 
monthly payments over the balance of the amortization 
period specified above Until the payment is again changed, 
Maker shall pay the new monthly payment each month 
beginning on the first day of the first calendar month 
alter the applicable Interest Change Date The Holder will 
mail or deliver to Maker a notice of any changes in the 
interest rate applicable to this Note, and any resulting 
changes in the monthly payments required under this Note, 
prior to the date the first payment is due after the 
applicable interest Change Date.
     (ii) Fixed Rate Payments If interest is accruing on 
this Note at a Fixed Rate, the amount of the monthly 
payments shall be in an amount sufficient to fully amortize 
the principal balance of this Note at the applicable Fixed 
Rate, in substantially equal monthly payments over the 
amortization period specified above, or the remainder 
thereof, as applicable The applicable Fixed Rate and the 
amount of the monthly principal and interest payments due 
under this Note shall be confirmed in writing by the Holder 
(either pursuant to a closing statement or other written 
notice) after the interest rate is fixed and prior to the 
date the first payment is due at the Fixed Rate.
     (c) General At the option of the Holder, all payments 
under this Note, including payment at maturity, shall be 
made in same day funds On the Maturity Date (as the same 
may be extended as provided in this Note), the unpaid 
principal balance of this Note, all unpaid accrued interest 
and all other sums then due and owing pursuant to this Note 
or any other Loan Document shall be due and payable in 
full.
Each payment shall be applied first, at Holder's option, to 
any unpaid late charges or other sums payable by Maker 
under this Note or any other Loan Document, then to 
interest to the due date of the payment, and then to the 
principal balance of this Note.
4 AUTOMATIC WITHDRAWAL The payments on this Note and any 
other sums secured by the Deed of Trust will be deducted on 
the first (Sit) day of each month from Seafirst Deposit 
Account No. 6831402, or such other Seafirst Deposit Account 
as may be authorized in the future.
5 LATE CHARGES; RETURNED ITEM FEE In any payment due 
hereunder is not received by the Holder within fifteen (1 
5) days of the due date, at the option of the Holder 
without waiving such default or any of its remedies, a late 
charge shall be added to the delinquent payment in the 
amount of four percent (4%) of the full payment not
timely paid Any such late charge shall be due and payable 
on demand, and the Holder, at its option, may (a) refuse 
any late payment or any subsequent payment unless 
accompanied by the applicable late charge, (b) add the late 
charge to the principal balance of this Note, (c) pay any 
late charge with advances of the undisbursed proceeds of 
the Loan, if any, or (d) treat the failure to pay the late 
charge as demanded as a default under this Note If a late 
charge is added to the principal balance of this Note, it 
shall bear interest at the same rate as the principal 
balance of this Note Any payment to Holder by check, draft 
or other item shall be received by Holder subject to 
collection and will constitute payment when collected not 
when received For each "nsf' or returned check, draft or 
other item, in addition to any applicable late charge, 
Maker shall pay to the Holder on demand a returned item fee 
in accordance with the Holder's schedule of such fees then 
in effect.
6 PREPAYMENT During the Construction Term, and thereafter, 
so long as interest is calculated on this Note at a 
Variable Rate, this Note may be prepaid in whole or in 
part, at any time, without payment of a prepayment fee 
During any period when a Fixed Rate is applicable to this 
Note, this Note may be prepaid only as set forth in Exhibit 
A attached partial prepayments, if permitted, shall not 
postpone nor reduce the amount of the monthly payments 
required under this Note.
7 DEFAULT After a default under any of the Loan Documents, 
or if Maker fails to make any payment under this Note when 
due, the Holder, at its option, without notice to 
Maker(except as provided below), may declare the entire 
principal balance of this Note and all unpaid accrued 
interest thereon and other charges payable by Maker
pursuant to this Note or any other Loan Document  
immediately due and payable in full, and the Holder may 
exercise any and all other rights or remedies available to 
it under any Loan Document, at law or in equity Any 
additional interest due because of a default shall accrue 
from the date of default and shall be paid as a condition 
to the curing of the default Notwithstanding the foregoing, 
the Holder will not accelerate the Maturity Date (a) 
because of a monetary default by Maker under this Note or 
any other Loan Document unless the default is not cured 
within ten (10) days of the date on which the Holder mails 
or delivers written notice of the default to Maker, or (b)
because of a nonmonetary default by Maker under this Note 
or any other Loan Document unless the default is not cured 
within thirty (30) days of the date on which the Holder 
mails or delivers written notice of the default to Maker 
For purposes of this Note, the term "monetary default" 
means a failure by Maker to make any payment required 
pursuant to this Note or any other Loan Document, and the 
term "nonmonetary default " shall mean a failure by Maker 
to perform any obligation contained in this Note or any 
other Loan Document. other than the obligation to make the 
payments provided for in this Note or any other Loan 
Document if the nonmonetary default is capable of being 
cured and cannot reasonably be made within the thirty (30) 
day cure period, the cure period shall be extended up to 
ninety (90) days so long as Maker has commenced action to 
cure within the thirty (10) day cure period, and in the 
Holder's opinion, Maker is proceeding to cure the default 
with due diligence None of the foregoing shall be construed 
to obligate the Holder to forbear in any other manner
From exercising its remedies and the holder may pursue any 
other rights or remedies which the Holder may have because 
of the default.
8 CUMULATIVE REMEDIES The rights and remedies of any Holder 
under this Note or any other Loan Document, or at law or in 
equity, shall be cumulative and concurrent, may be pursued 
singly, successively or together against Maker, any  
guarantor of this Note, or any security for this Note A 
failure by any Holder to exercise its option to accelerate 
this Note upon the occurrence of a default or to exercise 
any other rights to which it may be entitled shall not 
constitute a waiver of the right to exercise such option or 
any such rights in the event of any any subsequent default 
whether of the same or a different nature.
9 WAIVERS Maker and all endorsers, guarantors and all other 
persons or entities who may become liable for all or any 
pan of the obligations evidenced by this Note, jointly and 
severally waive diligence, presentment, protest and demand, 
and also notice of protest, demand, non-payment, dishonor 
or maturity and also recourse to suretyship defenses 
generally; and consent to any and all renewals, extensions 
and modifications of the terms of this Note or any other 
Loan Document, including the time for payment, and agree 
any such renewal, extension or modification or the release 
or substitution of any security for the indebtedness 
evidenced by this Note or any other indulgences, shall not 
affect the liability of said parties for the indebtedness
evidenced by this Note. Any such renewals, extensions, 
modifications, releases or indulgences may be made without 
notice to such parties.
10 COSTS AND EXPENSES Whether or not suit is brought Maker 
shall pay on demand all costs and expenses, including 
attorneys' fees and costs and allocated costs of in-
house legal counsel, incurred by or on behalf of the Holder 
in connection with this Note, including without limitation 
costs incurred in the collection of this Note, in 
protecting the security for this Note or in foreclosing or 
enforcing this Note or any other Loan Document, or 
resulting from the Holder being made a party to any 
litigation because of the existence of this Note or any 
other Loan Document. Without limiting the generality of the 
foregoing, if Maker becomes the subject of any bankruptcy 
or insolvency proceeding, Maker shall pay all fees and 
expenses incurred by the Holder in connection with such 
bankruptcy or insolvency proceeding 
     II MAXIMUM INTEREST Maker represents and warrants the 
proceeds of this Note shall be used solely for commercial, 
investment and business purposes, and not for personal,
family or household purposes Notwithstanding any other 
provision of this Note or any other Loan Document, 
interest, loan fees and charges payable by reason of the
indebtedness evidenced by this Note shall not exceed the 
maximum, if any, permitted by applicable law If by virtue 
of applicable law, sums in excess of such maximum would 
otherwise be payable, then such excess sums shall be 
construed as having been immediately applied by the Holder 
to the principal balance of this Note when received If at 
the time any such sum is received by the Holder, the 
principal balance of this Note has been paid in full, such 
sums shall be promptly refunded by the Holder to Maker, 
less any sums due to the Holder.
     12 SECURITY, This Note is secured by a deed of trust 
dated December 10. 1995 (the "Deed of Trust") encumbering 
certain real property located in Spokane County, Washington 
(the "Property") Unless otherwise specified in this Note, 
all notices given pursuant to this Note must be in writing 
and will be effectively given if given in accordance with 
the terms of the Deed of Trust.
     13 GENERAL This Note shall be binding upon Maker and 
Maker's beneficiaries, heirs devisees, personal 
representatives, successors and assigns if Maker consists 
of more than one person or entity, all of such persons and 
entities shall be jointly and severally liable for Maker's 
obligations under this Note This Note is governed by and
shall be construed in accordance with the laws of the State 
of Washington Each person or entity executing this Note 
consents to the non-exclusive personal jurisdiction and
venue of the courts of the State of Washington and the 
United States federal courts located therein, in any action 
relating to or arising out of the enforcement or 
interpretation of this Note or any other Loan Document Each 
such person or entity further agrees not to assert in any 
such action that the proceeding has been brought in an 
inconvenient forum.
    14 ARBITRATION. Any dispute relating to this Note or 
the Loan (whether in contract or tort) shall be settled by 
arbitration if requested by Maker, the Holder or any other 
party to the dispute (such as a guarantor); provided, both 
Maker and the Holder must consent to a request for 
arbitration relating to an obligation secured by real 
property The arbitration proceedings shall be held in 
Seattle, Washington in accordance with the commercial 
arbitration rules of the American Arbitration Association, 
and the United States Arbitration Act(i.e., Title 9, USC) 
There shall be one arbitrator who shall decide whether an 
issue is arbitrable or whether any claim is barred by a 
statute of limitations judgment on the arbitration award 
may be entered in any court having jurisdiction. 
Commencement of a lawsuit shall not constitute a waiver
of the right of any party to request arbitration if the 
lawsuit is contested Each party shall have the right 
before, during and after the commencement of any
arbitration proceeding to exercise any of the following 
remedies in any order or concurrently: (i) self-help 
remedies such as setoff or repossession; (ii) judicial or
nonjudicial foreclosure against real or personal property 
collateral; and (iii) provisional remedies including 
injunction, appointment of receiver, attachment, claim
and delivery and replevin. The exercise of any such remedy 
shall not waive a party's right to request arbitration 
Nothing in this paragraph shall limit in any way any
right tile Holder may have to foreclose the Deed of Trust 
judicially as a mortgage, or nonjudicially pursuant to the 
power of sale.
     15. DISPUTED OBLIGATIONS. All communications 
concerning disputed debts and obligations of Maker under 
this Note or any other Loan Document, including without
limitation disputes as to the amount of any payment, fee or 
charge, and including as instrument tendered as full 
satisfaction of a disputed debt, must be in writing and
must be sent to the following address, or to such other 
address as the Holder may hereafter specify:
     Seafirst Bank
     Attention: Loan Servicing Manager
     Real Estate Group (CSC-14)
     701 Fifth Avenue, Floor 14
     Seattle, Washington 98104
Any such communication should include the name of Maker, 
the applicable loan number, a description of the dispute 
and the relief or remedy requested, and an address and
telephone number where the person sending the notice fan be 
contacted.
NOTICE: ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, 
EXTEND CREDIT OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT 
ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.  
MAKER:
THE COEUR D'ALENES COMPANY,
an Idaho corporation
By: Marilyn Schroeder
Its: Treasurer