<PAGE>   1
                                                                   EXHIBIT 10.27

VERN ASBBRENNER
Vice President
Washington Corporate Banking

10800 Northeast 8th Street, Suite 1000
Bellevue, Washington 98004
206-450-5922
206-450-5989 Fax



December 24, 1996



Peter Biere, SVP Finance
MULTIPLE ZONES INTERNATIONAL, INC.
707 South Grady Way
Renton, Washington 98055-3233

Dear Peter:

It is a pleasure to confirm the commitment of U.S. Bank of Washington, National
Association, to provide financing to Multiple Zones International, Inc.  The
terms and conditions of this commitment are outlined below.

BORROWER:                 Multiple Zones International, Inc. (MZII)

LENDER:                   U.S. Bank of Washington, N.A. (USBW)

AMOUNT:                   $30,000,000 ($5,000,000 sub limit for standby letters
                          of credit).

FEES:                     1/8 % upfront fee.

PRICING:                  USBW Prime Rate or 1, 2, 3 or 6 month IBOR + 175
                          basis points. 360 day basis, payable monthly.  If
                          letter of credit is drawn against, the loan rate is
                          same as line of credit.

PREPAYMENTS:              N/A.

STRUCTURE:                Line of credit to expire 6/30/98

REPAYMENT:                Interest monthly, principal at maturity.

USE OF PROCEEDS:          General working capital purposes to pay current bills
                          and obtain purchase discounts.
<PAGE>   2
MULTIPLE ZONES INTERNATIONAL, INC.
DECEMBER 24, 1996
PAGE 2


COLLATERAL:                Line to be secured by accounts receivable and
                           inventory.  Advances not to exceed 80% of eligible
                           accounts receivable and 50% of inventory up to
                           $15,000,000 maximum.  Borrowing formula to include
                           standby letters of credit.  Borrowing certificates
                           to be supplied monthly; certificates to include
                           total inventory less amount pledged to other
                           lenders.

CONDITIONS
PRECEDENT:                a)   Legal opinions (as appropriate).

                          b)   Execution of a Credit Agreement and other
                               documents, including resolutions, security
                               agreements, notes and any other forms deemed
                               necessary.

COVENANTS:                The usual and including, but not limited to:

                          a)   Reporting requirements to include quarterly 10Q
                               financial reports within 45 days of the end of
                               each quarter; annual audited statement within
                               120 days of the end of the year; accounts
                               receivable and accounts payable agings by the
                               15th of the following month; and other such
                               information as may be reasonably requested by
                               the Bank.

                          b)   MZI will provide satisfactory casualty insurance
                               on inventory with the Bank named as loss payee.

                          c)   Working capital shall be maintained at a minimum
                               of $30,000,000 until 12/31/97 when it increases 
                               to $45,000,000.

                          d)   Maintain tangible net worth at a minimum of 
                               $46,000,000 until 12/31/97 when it increases to
                               $60,000,000.

                          e)   MZI to maintain a debt to worth ratio of 2.5:1.

                          f)   MZI shall not acquire or merge with any other 
                               entity without the Bank's written consent.

                          g)   MZI shall not make any major management changes 
                               without Bank approval.

MISCELLANEOUS:            a)   MZI agrees to pay all costs, including legal fees
                               incurred in preparation of Credit Agreement and 
                               other documentation.

                          b)   Washington law to apply.
<PAGE>   3
  MULTIPLE ZONES INTERNATIONAL, INC.
  DECEMBER 24, 1996
  PAGE 3


  In the event of any inconsistencies between the provisions of the Loan
  Agreement and any of the other Loan Documents, the Loan Agreement shall
  govern.  In the event of any inconsistencies between the provisions of this
  letter and the accompanying Business Loan Agreement, this letter shall
  govern.

  Thank you for giving us the opportunity to assist you with this financing.
  Please call me if you have any questions.

  "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."

  Sincerely,



  Vern Ashbrenner
  Vice President


  VEA/slc


  Accepted by:



  By:__________________________________________
     Peter Biere, SVP Finance              Date
<PAGE>   4
                     DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
     <S>               <C>           <C>             <C>            <C>      <C>           <C>            <C>         <C>
        PRINCIPAL       Loan Date      Maturity      Loan No.       Call     Collateral     Account       Officer     Initials
     $30,000,000.00    12-31-1996    06-30-1998       391-208                   365        6057628480      39159
</TABLE>
    References in the shaded area are for Lender's use only and do not limit
    the applicability of this document to any particular loan or item.

<TABLE>
<S>                                                           <C>
BORROWER:       MULTIPLE ZONES INTERNATIONAL, INC.            LENDER:        U.S. BANK OF WASHINGTON, NATIONAL
                                                                             ASSOCIATION   
                707 SOUTH GRADY WAY                                          EAST KING COUNTY CORPORATE BANKING
                RENTON, WA  98055                                            10800 NE 8TH STREET, SUITE 1000
                                                                             BELLEVUE, WA 98004

</TABLE>
================================================================================
   LOAN TYPE.  This is a Variable Rate (at LENDER'S PRIME RATE. THIS IS THE RATE
   OF INTEREST WHICH LENDER FROM TIME TO TIME ESTABLISHES AS ITS PRIME RATE 
   AND IS NOT, FOR EXAMPLE, THE LOWEST RATE OF INTEREST WHICH LENDER COLLECTS 
   FROM ANY BORROWER OR CLASS OF BORROWERS), Revolving Line of Credit Loan to 
   a Corporation for $30,000,000.00 due on June 30, 1998.  This is a secured 
   renewal loan.

   PRIMARY PURPOSE OF LOAN.  The primary purpose of this loan is for:
             [ ]  Personal, Family, or Household Purposes or Personal
                  Investment.
             [X]  Business (Including Real Estate Investment).
                
   SPECIFIC PURPOSE.  The specific purpose of this loan is: Working Capital.

   DISBURSEMENT INSTRUCTIONS.  Borrower understands that no loan proceeds will
   be disbursed until all of Lender's conditions for making the loan have been
   satisfied.  Please disburse the loan proceeds of $30,000,000.00 as follows:

                 UNDISBURSED FUNDS:                            $30,000,000.00
                                                               --------------
                 NOTE PRINCIPAL:                               $30,000,000.00

   CHARGES PAID IN CASH.  Borrower has paid or will pay in cash as agreed the
following charges:

                PREPAID FINANCE CHARGES PAID IN CASH:          $37,500.00
                      $37,500.00  Loan Fees
                                                               --------------
                TOTAL CHARGES PAID IN CASH:                    $37,500.00


   PAYMENT BY AUTOMATIC DEDUCTION.  Borrower hereby authorizes Lender to
   automatically deduct the amount of all principal and/or interest payments on
   this Note from Borrower's account number 3197-000833 with Lender or such
   other account as Borrower may designate in writing.  If there are
   insufficient funds in the account to pay the automatic deduction in full,
   Lender may allow the account to become overdrawn, or Lender may reverse the
   automatic deduction.  Borrower will pay all fees on the account which result
   from the automatic deductions, including any overdraft/NSF charges.  If for
   any reason Lender does not charge the account for a payment, or if an
   automatic payment is reversed, the payment is still due according to this
   Note.  If the account is a Money Market Account, the number of withdrawals
   from that account is limited as set out in the account agreement.  Lender
   may cancel the automatic deduction at any time in its discretion.

   TAX IDENTIFICATION CERTIFICATION.  The tax identification number for
   Borrower is 91-1431894.  I certify under penalties of perjury the above tax
   identification information is correct.

   STATUTE OF FRAUDS DISCLOSURE.  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.

   FINANCIAL CONDITION.  BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
   WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT
   AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL
   CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO
   LENDER.  THIS AUTHORIZATION IS DATED DECEMBER 31, 1996.

   BORROWER:

   MULTIPLE ZONES INTERNATIONAL, INC.


   BY: ____________________________________________

   TITLE: _________________________________________



Variable Rate.  Line of Credit.                  LASER PRO, Reg.  U.S. Pat.
&T.M. Off., Ver. 3.22b (c) 1996 CFI ProServices, Inc.  All rights reserved.
[WA-120 MZII.LN C3.OVL]
<PAGE>   5
                            ALTERNATIVE RATE OPTIONS
                                PROMISSORY NOTE
                              (PRIME RATE, IBOR)
$30,000,000.00                                           Date: December 31, 1996

Multiple Zones International, Inc. ("Borrower")

U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION ("Lender")

1.  TYPE OF CREDIT.  This note is given to evidence Borrower's obligation to
repay all sums which Lender may from time to time advance to Borrower
("Advances") under a:

[ ]   single disbursement loan.  Amounts loaned to Borrower hereunder will be
disbursed in a single Advance in the amount shown in Section 2.

[X]   revolving line of credit.  No Advances shall be made which create a
maximum amount outstanding at any one time which exceeds the maximum amount
shown in Section 2.  However, Advances hereunder may be borrowed, repaid and
reborrowed, and the aggregate Advances loaned hereunder from time to time may
exceed such maximum amount.

[ ]   non-revolving line of credit.  Each Advance made form time to time
hereunder shall reduce the maximum amount available shown in Section 2.
Advances loaned hereunder which are repaid may not be reborrowed.

2.  PRINCIPAL BALANCE.  The unpaid principal balance of all Advances
outstanding under this note ("Principal Balance") at one time shall not exceed
$30,000,000.00.

3.  PROMISE TO PAY.  For value received Borrower promises to pay to Lender or
order at 1420 Fifth Ave., Seattle, WA  98101, the Principal Balance of this
note, with interest thereon at the rate(s) specified in Sections 4 and 11
below.

4.  INTEREST RATE.  The interest rate on the Principal Balance outstanding may
vary from time to time pursuant to the provisions of this note.  Subject to the
provisions of this note, Borrower shall have the option from time to time of
choosing to pay interest at the rate or rates and for the applicable periods of
time based on the rate options provided herein;  provided, however, that once
Borrower notifies Lender of the rate option chosen in accordance with the
provisions of this note, such notice shall constitute Borrower's irrevocable
request of an Advance hereunder at the rate option specified in such notice.
The rate options are the Prime Borrowing Rate and the IBOR Borrowing Rate, each
as defined herein.

(a) The Prime Borrowing Rate.

(i)  The Prime Borrowing Rate is a per annum rate equal to Lender's prime rate
plus 0.00% per annum.

(ii) Whenever Borrower desires to use the Prime Borrowing Rate option, Borrower
shall give Lender notice orally or in writing in accordance with Section 15 of
this note, which notice shall specify the requested disbursement date and
principal amount of the Advance, and that Borrower has chosen the Prime
Borrowing Rate option.

(iii)  Prepayments of all or any part of the Principal Balance bearing interest
at the Prime Borrowing Rate may be made at any time without penalty.  Upon
prepayment of any such principal amount, Borrower also must pay all accrued
interest thereon to the date of prepayment.

(iv)  Subject to Section 11 of this note, interest shall accrue on the unpaid
Principal Balance at the Prime Borrowing Rate unless and except to the extent
that the IBOR Borrowing Rate is in effect.

(b)  The IBOR Borrowing Rate.

(i)  The following terms shall have the following meanings:

"Business Day" means any day other than a Saturday, Sunday, or other day that
commercial banks in Portland, Oregon or New York City are authorized or
required by law to close.

"IBOR Amount" means each principal amount for which Borrower chooses to have
the IBOR Borrowing Rate apply for any specified IBOR Interest Period.

"IBOR Interest Period" means as to any IBOR Amount, a period of 1, 2, 3, or 6
months commencing on the date the IBOR Borrowing Rate becomes applicable
thereto; provided, however, that: (A) no IBOR Interest Period shall be selected
which would extend beyond June 30, 1998; (B) no IBOR Interest Period shall
extend beyound the date of any pricipal payment required under Section 6 of
this note, unless the sum of the principal amounts bearing interest at the
Prime Borrowing Rate, plus IBOR Amounts with IBOR Interest Periods ending on or
before the scheduled date of such principal payment, plus principal amounts
remaining unborrowed under a line of credit, equals or exceeds the amount of
such principal payment; (C) any IBOR Interest Period which would otherwise
expire on a day which is not a Business Day, shall be extended to the next
succeeding Business Day, unless the result of such extension would be to extend
such IBOR Interest Period into another calendar month, in which event the IBOR
Interest Period shall end on the immediately preceding Business Day; and (D)
any IBOR Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numericaly corrresponding day in the
calendar month at the end of such IBOR Interest Period) shall end on the last
Business Day of a calendar month.

(ii)  The IBOR Borrowing Rate is Lender's IBOR Rate plus 1.75% per annum.
Lender's IBOR Rate for any IBOR Interest Period is the rate per annum (computed
on the basis of a 360-day year and the actual number of days elapsed)  equal to
the arithmetic average (rounded upward to the nearest 1/16 of 1%) of the rates
per annum determined by Lender as of the times specified in Section 4(b)(iii)
on the date two (2) Business Days prior to the first day of such IBOR Interest
Period as the rates offered to Lender by three Eurodollar money market dealers
in such Eurodollar market as may be selected by Lender for U.S. dollar deposits
to be delivered on  the first day of such IBOR Interest Period for the number
of months therein; provided, however, that Lender's IBOR Rate shall be adjusted
to take into account the maximum reserves required to be maintained for
Eurocurrency liabilities by banks during each such IBOR Interest Period as
specified in Regulation D of the Board of Governors of the Federal Reserve
System or any successor regulation.

(iii)  Borrower may obtain IBOR Borrowing Rate quotes from Lender between 8:00
a.m. and 12:00 noon (Portland, Oregon time) on any Business Day.  Any IBOR
Borrowing Rate quoted (A) before 10:00 a.m. shall be based on Lender's IBOR
Rate determined as of approximately 8:00 a.m. on such day, and Borrower may
request an Advance at such rate only by giving Lender notice in accordance with
Section 4(b)(iv) before 10:00 a.m. on such day; and (B) between 10:00 a.m. and
12:00 noon shall be based on Lender's IBOR Rate determined as of approximately
10:00 a.m. on such day, and Borrower may request an Advance at such rate only
by giving Lender notice in accordance with Section 4(b)(iv) not later than
12:00 noon on such day.

(iv)  Whenever Borrower desires to use the IBOR Borrowing Rate option, Borrower
shall give Lender irrevocable notice (either in writing or orally and promptly
confirmed in writing) between 8:00 a.m. and 12:00 noon (Portland, Oregon time)
two (2) Business Days in advance of the desired effective date of such rate.
Any oral notice shall be given by, and any written notice or confirmation of
any oral notice shall be signed by, the person(s) authorized in Section 15 of
this note, and shall specify the requested effective date of the rate, IBOR
Interest Period and IBOR Amount, and whether Borrower is requesting a new
Advance at the IBOR Borrowing Rate under a line of credit, conversion of any
portion of the Principal Balance bearing interest at the Prime Borrowing Rate
to an IBOR Amount, or a new IBOR Interest Period for an outstanding IBOR
Amount.  Notwithstanding any other term of this note, Borrower may elect the
IBOR Borrowing Rate in the minimum principal amount of $1,000,000.00 and in
integral multiples of $500,000.00; provided, however, that no more than four
separate IBOR Interest Periods may be in effect at any one time.

(v) Borrower may not repay all or any part of any IBOR Amount(s).

LHH95141.doc   12-30-1996

                                                                    Page 1 of 4
<PAGE>   6
(vi)  If at any time Lender's IBOR Rate is unascertainable or unavailable to
Lender or if IBOR Rate loans become unlawful, the option to select the IBOR
Borrowing Rate shall terminate immediately.  If the IBOR Borrowing Rate is then
in effect, (A) it shall terminate automatically with respect to all IBOR
Amounts (i) on the last day of each then applicable IBOR Interest Period, if
Lender may lawfully continue to maintain such loans, or (ii) immediately if
Lender may not lawfully continue to maintain such loans through such day, and
(B) subject to Section 11, the Prime Borrowing Rate automatically shall become
effective as to such amounts upon such termination.

(vii)  If at any time after the date hereof (A) any revision in or adoption of
any applicable law, rule, or regulation or in the interpretation or
administration thereof (i) shall subject Lender or its Eurodollar lending
office to any tax, duty, or other charge, or change the basis of taxation of
payments to Lender with respect to any loans bearing interest based on Lender's
IBOR Rate, or (ii) shall impose or modify any reserve, insurance, special
deposit, or similar requirements against assets of, deposits with or for the
account of, or credit extended by Lender or its Eurodollar lending office, or
impose on Lender or its Eurodollar lending office any other condition affecting
any such loans, and (B) the result of any of the foregoing is (i) the increase
the cost to Lender of making or maintaining any such loans or (ii) to reduce
the amount of any sum receivable under this note by Lender or its Eurodollar
lending office, Borrower shall pay Lender within 15 days after demand by Lender
such additional amount as will compensate Lender for such increased cost or
reduction.  The determination hereunder by Lender of such additional amount
shall be conclusive in the absence of manifest error.  If Lender demands
compensation under this Section 4(b)(vii), Borrower may upon three (3) Business
Days' notice to Lender pay the accrued interest on all IBOR  Amounts, together
with any additional amounts payable under Section 4(b)(viii).  Subject to
Section 11, upon Borrower's paying such accrued interest and additional costs,
the Prime Borrowing Rate immediately shall be effective with respect to the
unpaid principal balance of such IBOR Amounts.

(viii)  Upon any termination of any IBOR Borrowing Rate (including but not
limited to conversion to another rate) or payment of all or any portion of any
IBOR Amount on a date other than the last day of the then applicable IBOR
Interest Period, including without limitation (A) acceleration under Section 11
or (B) repayment in response to a notice under Section 4(b)(vii), Borrower
shall pay to Lender on demand such amount as Lender reasonably determines
(determined as though 100% of the applicable IBOR Amount had been funded in the
applicable Eurodollar market) is equivalent to all direct or indirect losses,
expenses, liabilities, or reductions in yield to Lender resulting therefrom,
whether incurred in connection with liquidation or reemployment of funds or
otherwise.

(ix)  If Borrower chooses the IBOR Borrowing Rate, Borrower shall pay interest
based on such rate, plus any other applicable taxes or charges hereunder, even
though Lender may have obtained the funds loaned to Borrower from sources other
than the applicable Eurodollar market.  Lender's determination of the IBOR
Borrowing Rate and any such taxes or charges shall be conclusive in the absence
of manifest error.

(x)  Notwithstanding any other term of this note, Borrower may not select the
IBOR Borrowing Rate if an event of default thereunder has occurred and is
continuing.

(xi)  Nothing contained in this note, including without limitation the
determination of any IBOR Interest Period or Lender's quotation of any IBOR
Borrowing Rate, shall be construed to prejudice Lender's right, if any, to
decline to make any requested Advance or to require payment on demand.

5.  COMPUTATION OF INTEREST.  All interest under Section 4 and Section 11 will
be computed at the applicable rate based on a 360-day year and applied to the
actual number of days elapsed.

6.  PAYMENT SCHEDULE.

(a)  Principal.  Principal shall be paid:
[ ]   on demand.
[X]   on demand, or if no demand, on June 30, 1998.
[ ]   on _________.
[ ]   subject to Section 7, in installments of
          ____                  each, plus accrued interest
          ____                  each including accrued interest
          beginning on          and on the same day of each thereafter until
          and payable           when the entire Principal Balance plus interest
                                thereon shall be due
        
[ ]   (Other):

(b)   Interest.
(i)   Interest on all amounts bearing interest at the Prime Borrowing Rate
shall be paid:
[X]   on the 31st day of January, 1997 and on the same day of each month
      thereafter prior to maturity and at maturity.
[ ]   at maturity.
[ ]   at the time each principal installment is due and at maturity.
[ ]   (Other):

(ii)  Interest on all IBOR Borrowing Rate Amounts shall be paid:
[ ]   on the last day of the applicable IBOR Interest Period, and if such IBOR
      Interest Period is longer than three months, on the last day of each three
      month period occurring during such IBOR Interest Period, and at
      maturity.
[X]   on the 31st day of January, 1997, and on the same day of each month
      thereafter prior to maturity and at maturity.
[ ]   at maturity.
[ ]   at the time each principal installment is due and at maturity.
[ ]   (Other):

7.  CHANGE IN PAYMENT AMOUNT.  If the interest rate on this note is subject to
change in accordance with Section 4, the holder of this note may, from time to
time, in holder's sole discretion, increase or decrease the amount of each of
the installments remaining unpaid at the time of each change in rate to an
amount holder in its sole discretion deems necessary to continue amortizing the
Principal Balance at the same rate established by the installment amounts
specified in Section 6(a), whether or not a "balloon" payment may also be due
upon maturity of this note.  Holder shall notify the undersigned of each such
change in writing.  Whether or not the installment amount is increased under
this Section 7, Borrower understands that, as a result of increases in the rate
of interest in accordance with Section 4, the final payment due, whether or not
a "balloon" payment, shall include the entire Principal Balance and interest
thereon then outstanding, any may be substantially more than the installment
specified in Section 6.

8.  ALTERNATE PAYMENT DATE.  Notwithstanding any other term of this note, if in
any month there is no day on which a scheduled payment would otherwise be due
(e.g. February 31), such payment shall be paid on the last banking day of the
month.

9.  PAYMENT BY AUTOMATIC CHARGE.
[X]   Please automatically deduct the amount of all principal and interest
payments form account number 3197-000833.  If there are insufficient funds in
the account to pay the automatic deduction in full, Lender may allow the
account to become overdrawn, or Lender may reverse the automatic deduction.
Borrower will pay all the fees on the account which result from the automatic
deductions, including any overdraft/NSF charges.  If for any reason Lender does
not charge the account for payment, or if an automatic payment is reversed, the
payment is still due according to this note.  If the account is a Money Market
Account, the number of withdrawals from that account is limited as set out in
the agreement.  Lender may cancel the automatic deduction at any time in its
discretion.

Provided, however, if no account number is entered above, Borrower does not
want to make payments by automatic charge.

LHH95141.doc     12-30-1996

                                                                    Page 2 of 4
<PAGE>   7
10.  LENDER'S PRIME RATE.  Lender's prime rate is the rate of interest which
Lender from time to time establishes as its prime rate and is not, for example,
the lowest rate of interest which Lender collects from any borrower or class of
borrowers.  When Lender's prime rate is applicable under Section 4(a) or 11(b),
the interest rate hereunder shall be adjusted without notice effective on the
day Lender's prime rate changes, but in no even t shall the rate of interest be
higher than allowed by law.

11.  DEFAULT
(a)  Without prejudice to any right of Lender to require payment on demand or
to decline to make any requested Advance, each of the following shall be an
event of default: (i)  Borrower fails to make any payment when due.  (ii)
Borrower fails to perform or comply with any term, covenant or obligation in
this note or any agreement related to this note, or in any other agreement or
loan Borrower has with Lender.  (iii) Borrower defaults under any loan,
extension of credit, security agreement, purchase or sales agreement, or any
other agreement, in favor of any other creditor or person that may materially
affect any of Borrower's property or Borrower's ability to repay this note or
perform Borrower's obligations under this note or any related documents.  (iv)
Any representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect  (v)  Borrower
becomes insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any proceeding is
commenced either by Borrower or against borrower under any bankruptcy or
insolvency laws. (vi) Any creditor tries to take any of Borrower's property on
or in which Lender has a lien or security interest.  This includes a
garnishment of any of Borrower's accounts with Lender.  (vii)  Any of the
events described in this default section occurs with respect to any guarantor
of this note or any guaranty of Borrower's indebtedness to Lender ceases to be,
or is asserted not to be, in full force and effect.  (viii) Lender in good
faith deems itself insecure.  If this note is payable on demand, the inclusion
of specific events of default shall not prejudice Lender's right to require
payment on demand or to decline to make any requested Advance.

(b)  Without prejudice to any right of Lender to require payment on demand,
upon the occurrence of an event of default, Lender may declare the entire
unpaid Principal Balance on this note and all accrued unpaid interest
immediately due and payable, without notice.  Upon default, including failure
to pay upon final maturity, Lender at its option, may also, if permitted under
applicable law, increase the interest rate on this note to a rate equal to the
Prime Borrowing Rate plus 5%.  The interest rate will not exceed the maximum
rate permitted by applicable law.  In addition, if any payment of principal or
interest is 15 or more days past due, Borrower will be charged a late charge of
5% of the delinquent payment.

12.  EVIDENCE OF PRINCIPAL BALANCE;  PAYMENT ON DEMAND.  Holder's records
shall, at any time, be conclusive evidence of the unpaid Principal Balance and
interest owing on this note.  Notwithstanding any other provisions of this
note, in the event holder makes Advances hereunder which result in an unpaid
Principal Balance on this note which at any time exceeds the maximum amount
specified in Section 2, Borrower agrees that all such Advances, with interest,
shall be payable on demand.

13.  LINE OF CREDIT PROVISIONS.  If the type of credit indicated in Section 1
is a revolving line of credit or a non-revolving line of credit Borrower agrees
that Lender is under no obligation and has not committed to make any Advances
hereunder.  Each Advance hereunder shall be made at the sole option of Lender.

14.  DEMAND NOTE.  If this note is payable on demand, Borrower acknowledges and
agrees that (a) Lender is entitled to demand Borrower's immediate payment in
full of all amounts owing hereunder and (b) neither anything to the contrary
contained herein or in any other loan documents (including but not limited to,
provisions relating to defaults, rights of cure, default rate of interest,
installment payments, late charges, periodic review of Borrower's financial
condition, and covenants) nor any act of Lender pursuant to any such provisions
shall limit or impair Lender's right or ability to require Borrower's payment
in full of all amounts owing hereunder immediately upon Lender's demand.

15.  REQUESTS FOR ADVANCES.

(a)  Any Advance may be made or interest rate option selected upon the request
of Borrower (if an individual), any of the undersigned (if Borrower consists of
more than one individual), any person or persons authorized in subsection (b)
of this Section 15, and any person or persons otherwise authorized to execute
and deliver promissory notes to Lender on behalf of Borrower.

(b)  Borrower hereby authorizes any one of the following individuals to request
Advances and to select interest rate options: Peter Biere and Sadru Kabani,
unless Lender is otherwise instructed in writing.

(c)  All Advances made pursuant to this Section 15  shall be disbursed by
deposit directly to Borrower's account number 3197-000833 at the Bellevue Way
branch of Lender, or by cashier's check issued to Borrower.

(d)  Borrower agrees that Lender shall have no obligation to verify the
identity of any person making any request pursuant to Section 15 , and Borrower
assumes all risks of the validity and authorization of such requests.  In
consideration of Lender agreeing, at its sole discretion, to make Advances upon
such requests, Borrower promises to pay holder, in accordance with the
provisions of this note, the Principal Balance together with interest thereon
and other sums due hereunder, although any Advances may have been requested by
a person or persons not authorized to do so.

16.  PERIODIC REVIEW.  Lender will review Borrower's credit accommodations
periodically.  At the time of the review, Borrower will furnish Lender with any
additional information regarding Borrower's financial condition and business
operations that Lender requests.  This information may include but is not
limited to, financial statements, tax returns, lists of assets and liabilities,
agings of receivables and payable, inventory schedules, budgets and forecasts.
If upon review, Lender, in its sole discretion, determines that there has been
a material adverse change in Borrower's financial condition, Borrower will be
in default.  Upon default, Lender shall have all rights specified herein.

17.  NOTICES.  Any notice hereunder may be given by ordinary mail, postage paid
and addressed to Borrower at the last known address of Borrower as shown on
holder's records.  If borrower consists of more than one person, notification
of any of said persons shall be complete notification of all.  Notice may be
given either before or reasonably soon after the effective date of the change.

18.  ATTORNEY FEES.  Whether or not litigation or arbitration is commenced,
Borrower promises to pay all costs of collecting overdue amounts.  Without
limiting the foregoing, in the event that holder consults an attorney regarding
the enforcement of any of its rights under this note or any document securing
the same, or if this note is placed in the hands of an attorney for collection
or if suit or litigation is brought to enforce this note or any document
securing the same, Borrower promises to pay all costs thereof including such
additional sums as the court or arbitrator(s) may adjudge reasonable as
attorney fees, including without limitation, costs and attorney fees incurred
in any appellate court, in any proceeding under the bankruptcy code, or in any
receivership and post-judgment attorney fees incurred in enforcing any
judgment.

19.  WAIVERS; CONSENT.  Each party hereto, whether maker, co-maker, guarantor
or otherwise, waives diligence, demand, presentment for payment, notice of
non-payment, protest and notice of protest and waives all defenses based on
suretyship or impairment of collateral.  Without notice to Borrower and without
diminishing or affecting Lender's rights or Borrower's obligations hereunder,
Lender may deal in any manner with any person who at any time is liable for, or
provides any real or personal property collateral for, any indebtedness of
Borrower to Lender, including the indebtedness evidenced by this note.  Without
limiting the foregoing, Lender may, in its sole discretion: (a)  make secured
or unsecured loans to Borrower and agree to any number of waivers,
modifications, extensions and renewals of any length of such loans, including
the loan evidenced by this note; (b)  impair, release (with or without
substitution of new collateral), fail to perfect a security interest in, fail
to preserve the value of, fail to dispose of in accordance with applicable law,
any collateral provided by any person; (c)  sue, fail to sue, agree not to sue,
release, and settle or compromise with, any person.

20.  JOINT AND SEVERAL LIABILITY.  All undertakings of the undersigned
Borrowers are joint and several and are binding upon any marital community of
which any of the undersigned are members.  Holder's rights and remedies under
this note shall be cumulative.

21.  ARBITRATION.
(a)  Either Lender or Borrower may require that all disputes, claims,
counterclaims and defenses, including those based on or arising from any
alleged tort 
LHH95141.doc     12-30-1996

                                                                     Page 3 of 4
<PAGE>   8

("Claims") relating in any way to this note or any transaction of which this
note is a part (the "Loan"), be settled by binding arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
and Title 9 of the U.S. Code.  All Claims will be subject to the statutes of
limitation applicable if they were litigated.  This provision is void if the
Loan, at the time of the proposed submission to arbitration, is secured by real
property located outside of Oregon or Washington, or if the effect of the
arbitration procedure (as opposed to any Claims of Borrower) would be to
materially impair Lender's ability to realize on any collateral securing the
Loan.

(b)  If arbitration occurs and each party's Claim is less than $100,000, one
neutral arbitrator will decide all issues; if any party's Claim is $100,000 or
more, three neutral arbitrators will decide all issues.  All arbitrators will
be active California State Bar members in good standing.  All arbitration
hearings will be help in King County, Washington.  In addition to all other
powers, the arbitrator(s) shall have the exclusive right to determine all
issues of arbitrability.  Judgment on any arbitration award may be entered in
any court with jurisdiction.

(c)  If either party institutes any judicial proceeding relating to the Loan,
such action shall not be a waiver of the right to submit any Claim to
arbitration.  In addition, each has the right before, during and after any
arbitration to exercise any number of the following remedies, in any order or
concurrently: (i) setoff; (ii) self-help repossession; (iii) judicial or
non-judicial foreclosure against real or personal property collateral; and (iv)
provisional remedies, including injunction, appointment of receiver,
attachment, claim and delivery and replevin.

22.  GOVERNING LAW.

This note shall be governed by and construed and enforced in accordance with
the laws of the State of Washington without regard to conflicts of law
principles; provided, however, that to the extent that Lender has greater
rights or remedies under Federal law, this provision shall not be deemed to
deprive Lender of such rights and remedies as may be available under Federal
law.

EACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
DOCUMENT.

MULTIPLE ZONES INTERNATIONAL, INC.
Borrower Name (Corporation, Partnership or other Entity)


<TABLE>
<S>                                                                 <C>
------------------------------------------                          -------------------------------
By:  Peter Biere                                                    Signature of Individual Borrower
Title:   SVP Finance, CFO

------------------------------------------                          -------------------------------
By                                                                  Signature of Individual Borrower
Title

------------------------------------------                          -------------------------------
By                                                                  Signature of Individual Borrower
Title

------------------------------------------                          -------------------------------
By                                                                  Signature of Individual Borrower
Title

</TABLE>


For valuable consideration, Lender agrees to the terms of the arbitration
provision set forth in this note.

                      Lender Name: U.S. Bank of Washington, National Association

                      By: 
                         ------------------------------------------------------
               
                      Title: 
                            --------------------------------------------------
               
                      Date: 
                            ---------------------------------------------------




LHH95141.doc     12-30-1996
                                               
                                                                    Page 4 of 4
      
<PAGE>   9

<TABLE>
<S>             <C>            <C>           <C>           <C>       <C>          <C>            <C>          <C>
 PRINCIPAL       LOAN DATE      MATURITY     LOAN NO.      CALL      COLLATERAL    ACCOUNT       OFFICER      INITIALS
$30,000,000     12-31-1996     06-30-1998    391-208                    365       6057628480      39159
</TABLE>
      REFERENCES IN THE SHADED AREA ARE FOR LENDER'S USE ONLY AND DO NOT LIMIT
THE APPLICABILITY OF THIS DOCUMENT TO ANY PARTICULAR LOAN OR ITEM.

<TABLE>
<S>                                                <C>        <C>                                              
BORROWER:    MULTIPLE ZONES INTERNATIONAL, INC.    LENDER:    U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION
             707 SOUTH GRADY WAY                              EAST KING COUNTY CORPORATE BANKING
             RENTON, WA  98055                                10800 NE 8TH STREET, SUITE 1000
                                                              BELLEVUE, WA 98004
</TABLE>
THIS LOAN AGREEMENT BETWEEN MULTIPLE ZONES INTERNATIONAL, INC. ("BORROWER") AND
U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION ("LENDER") IS MADE AND EXECUTED
ON THE FOLLOWING TERMS AND CONDITIONS.  BORROWER HAS RECEIVED PRIOR COMMERCIAL
LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS AND
OTHER FINANCIAL ACCOMMODATION, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY
EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT.  ALL SUCH LOANS AND FINANCIAL
ACCOMMODATION, TOGETHER WITH ALL FUTURE LOANS AND FINANCIAL ACCOMMODATIONS FROM
LENDER TO BORROWER, ARE REFERRED TO IN THIS AGREEMENT INDIVIDUALLY AS THE
"LOAN" AND COLLECTIVELY AS THE "LOANS."  BORROWER UNDERSTANDS AND AGREES THAT;
(A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON
BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS, AS SET FORTH IN THIS
AGREEMENT; (B) THE GRANTING, RENEWING, OR EXTENDING OF ANY LOAN BY LENDER AT
ALL TIMES SHALL BE SUBJECT TO LENDER'S SOLD JUDGEMENT AND DISCRETION; AND (C)
ALL SUCH LOANS SHALL BE AND SHALL REMAIN SUBJECT TO THE FOLLOWING TERMS AND
CONDITIONS OF THIS AGREEMENT.

TERM.  This Agreement shall be effective as of DECEMBER 31, 1996, and shall
continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full and the parities terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used
in this Agreement.  Terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code.  All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

AGREEMENT.  The word "Agreement" means this Loan Agreement, as this Loan
Agreement may be amended or modified from time to time, together with all
exhibits and schedules attached to this Loan Agreement from time to time.

ACCOUNT.  The word "Account" means a trade account, account receivable, or
other right to payment for goods sold or services rendered owing to Borrower
(or to a third party grantor acceptable to Lender).

ACCOUNT DEBTOR.  The words "Account Debtor" mean the person or entity obligated
upon an Account.

ADVANCE.  The word "Advance" means a disbursement of Loan funds under this
Agreement.

BORROWER.  The word "Borrower" means MULTIPLE ZONES INTERNATIONAL, INC..  The
word "Borrower" also includes, as applicable, all subsidiaries and affiliates
or Borrower as provided below in the paragraph titles "Subsidiaries and
Affiliates."

BORROWING BASE.  The words "Borrowing Base" mean, as determined by Lender from
time to time, the lesser of (a) $30,000,000.00; or (b) the sum of (i) 80.000%
of the aggregate amount of Eligible Accounts (not to exceed in corresponding
Loan amount based on Eligible Accounts $30,000,000), plus (ii) 50.000% of the
aggregate amount of Eligible Inventory (not to exceed in corresponding Loan
amount based on Eligible Inventory up to $15,000,000).

BUSINESS DAY.  The words "Business Day" mean a day on which commercial banks
are open for business in the State of Washington.

CERCLA.  The "CERCLA" means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended.

CASH FLOW.  The words "Cash Flow" mean net income after taxes, and exclusive of
extraordinary gains and income, plus depreciation and amortization.

COLLATERAL.  The word "Collateral" means and includes without limitation all
property and assets granted as collateral security for a Loan, whether real or
personal property, whether granted directly or indirectly, whether granted now
or in the future, and whether granted in the form of a security interest,
mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust,
factor's lien, equipment trust, conditional sale, trust receipt, lien, charge,
lien or title retention contract, lease or consignment intended as a security
device, or any other security or lien interest whatsoever, whether created by
law, contract, or otherwise.  The word "Collateral" includes without limitation
all collateral described below in the section titled "COLLATERAL."

DEBT.  The word "Debt" means all of Borrower's liabilities excluding
Subordinated Debt.

ELIGIBLE ACCOUNTS.  The words "Eligible Accounts" mean, at any time, all of
Borrower's Accounts which contain selling terms and conditions acceptable to
Lender.  The net amount of any Eligible Account against which Borrower may
borrow shall exclude all returns, discounts, credit, and offsets of any nature.
Unless otherwise agreed to by Lender in writing, Eligible Accounts do not
include:

(a)  Accounts with respect to which the Account Debtor is an officer, an
employee or agent of Borrower.

(b)  Accounts with respect to which the Account Debtor is a subsidiary of, or
affiliated with or related to Borrower or its shareholders, officers, or
directors.

(c)  Accounts with respect to which goods are placed on consignment, guaranteed
sale, or other terms by reason of which the payment by the Account Debtor may
be conditional.

(d)  Accounts with respect to which Borrower is or may become liable to the
Account Debtor for goods sold or services rendered by the Account Debtor to
Borrower.

(e)  Accounts which are subject to dispute, counterclaim, or setoff.

(f)  Accounts with respect to which the goods have not been shipped or
delivered, or the services have not been rendered, to the Account Debtor.

(g)  Accounts with respect to which Lender, in its sold discretion, deems the
creditworthiness or financial condition of the Account Debtor to be
unsatisfactory.

(h)  Accounts of any account Debtor who has filed or has had filed against it a
petition in bankruptcy or an application for relief under any provision of any
state of federal bankruptcy, insolvency, or debtor-in-relief acts; or who had
had appointed a trustee, custodian, or receiver for the assets of such Account
Debtor; or who had made an assignment for the benefit of creditors or has
become insolvent or fails generally to pay its debts (including its payrolls)
as such debts become due.

(i)  Accounts which have not been paid in full within 90 DAYS from the invoice
date.

(j)  That portion of the Accounts of any single Account Debtor which exceeds
25.000% of all of Borrower's Accounts.

(k)  Datings; Progress Billings; Cash Sales; Service Charges.

ELIGIBLE INVENTORY.  The words "Eligible Inventory" mean, at any time, all of
Borrower's Inventory as defined below except:

(a)  Inventory which is not owned by Borrower free and clear of all security
interests, liens, encumbrances, and claims of third parties.

(b)  Inventory which Lender, in its sole discretion, deems to be obsolete,
unsalable, damaged, defective, or unfit for further processing.

(c)  Inventory floored by other lenders.

ERISA.  The word "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

EVENT OF DEFAULT.  The words "Event of Default" mean and include without
limitation any of the Events of Default set forth below in the section titles
"EVENTS OF DEFAULT."

EXPIRATION DATE.  The words "Expiration Date" mean the date of termination of
Lender's commitment to lend under this Agreement.

GRANTOR.  The word "Grantor" means and includes without limitation each and all
of the persons or entities granting a Security Interest in any Collateral for
the Indebtedness, including without limitation all Borrowers granting such a
Security Interest.

GUARANTOR.  The word "Guarantor" means and includes without limitation each and
all of the guarantors, sureties, and accommodation parties in connection with
any Indebtedness.
<PAGE>   10
12-31-1996                     LOAN AGREEMENT                        Page 2
                                          
INDEBTEDNESS.  The word "Indebtedness" means and includes without limitation
all Loans, together with all other obligations, debts and liabilities of
Borrower to Lender or anyone or more of them, as well as all claims by Lender
against Borrower, or any one or more of them; whether now or hereafter
existing, voluntary or involuntary, due or not due, absolute or contingent,
liquidated or unliquidated; whether Borrower may be liable individually or
jointly with others;  whether Borrower may be obligated as a guarantor, surety,
or otherwise; whether recovery upon such Indebtedness may be or hereafter may
become barred by any statute of limitations; and whether such Indebtedness may
be or hereafter may become otherwise unenforceable.

INVENTORY.  The word "Inventory" means all of Borrower's raw materials, work in
process, finished goods, merchandise, parts and supplies, of every kind and
description, and goods held for sale or lease or furnished under contracts of
service in which Borrower now has or hereafter acquires any right, whether held
by Borrower or others, and all documents of title, warehouse receipts, bills of
lading, and all other documents of every type covering all or any part of the
foregoing.  Inventory includes inventory temporarily out of Borrower's custody
or possession and all returns on Accounts.

LENDER.  The word "Lender" means U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION,
its successors and assigns.

LINE OF CREDIT.  The words "Line of Credit" mean the credit facility described
in the Section titles "LINE OF CREDIT" below.

LIQUID ASSETS.  The words "Liquid Assets" mean Borrower's cash on hand plus
Borrower's readily marketable securities.

LOAN.  The word "Loan" or "Loans" means and includes without limitation any and
all commercial loans and financial accommodations from Lender to Borrower,
whether now or hereafter existing, and however evidenced, including without
limitation those loans and financial accommodations described herein or
described on any exhibit or schedule attached to this Agreement from time to
time.

NOTE.  The word "Note" means and includes without limitation Borrower's
promissory note or notes, if any, evidencing Borrower's Loan obligations in
favor of  Lender, as well as any substitute, replacement or refinancing note or
notes therefor.

PERMITTED LIENS.  The words "Permitted Liens" mean: (a) liens and security
interests securing Indebtedness owned by Borrower to Lender; (b) liens for
taxes, assessments, or similar charges either not yet due or being contested in
good faith; (c) liens of materialmen, mechanics, warehousemen, or carriers, or
other like liens arising in the ordinary course of business and securing
obligations which are not yet delinquent; (d) purchase money liens or purchase
money security interests upon or in any property acquired or held by Borrower
in the ordinary course of business to secure indebtedness outstanding on the
date of this Agreement or permitted to be incurred under the paragraph of this
Agreement  titles "Indebtedness and Liens"; (e) liens and security interests
which, as of the date of this Agreement, have been disclosed to and approved by
the Lender in writing; and (f) those liens and security interests which in the
aggregate constitute an immaterial and insignificant monetary amount with
respect to the net value of Borrower's assets.

RELATED DOCUMENTS.  The words "Related Documents" mean and include without
limitation all promissory notes, credit agreements, loan agreements,
environmental agreements, guaranties, security agreements, mortgages, deeds of
trust, and all other instruments, agreements and documents, whether now or
hereafter existing, executed in connection with the Indebtedness.

SECURITY AGREEMENT.  The words "Security Agreement" mean and include without
limitation any agreements, promises, covenants, arrangements, understandings or
other agreements, whether created by law, contract, or otherwise, evidencing,
governing, representing, or creating a Security Interest.

SECURITY INTEREST.  The words "Security Interest" mean and include without
limitation any type of collateral security, whether in the form of a lien,
charge, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel
trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or
title retention contract, lease or consignment intended as a security device,
or any other security or lien interest whatsoever, whether created by law,
contract, or otherwise.

SARA.  The word "SARA" means the Superfund Amendments and Reauthorization  Act
of 1986 as now or hereafter amended.

SUBORDINATED DEBT.  The words "Subordinated Debt" mean indebtedness and
liabilities of Borrower which have been subordinated by written agreement to
indebtedness owed by Borrower to Lender in form and substance acceptable to
Lender.

TANGIBLE NET WORTH.  The words "Tangible Net Worth" mean Borrower's total
assets excluding all intangible assets (i.e., goodwill, trademarks, patents,
copyrights, organizational expenses, and similar intangible items, but
including leaseholds and leasehold improvements) less total Debt.

WORKING CAPITAL.  The words "Working Capital" mean Borrower's current assets,
excluding prepaid expenses, less Borrower's current liabilities.

LINE OF CREDIT.  Lender agrees to make Advances to Borrower from time to time
from the date of this Agreement to the Expiration Date, provided the aggregate
amount of such Advances outstanding at any time does not exceed the Borrowing
Base.  Within the foregoing limits, Borrower may borrow, partially or wholly
prepay, and reborrow under this Agreement as follows.

CONDITIONS PRECEDENT TO EACH ADVANCE.  Lender's obligation to make any Advance
to or for the account of Borrower under this Agreement is subject to the
following conditions precedent, with all documents, instruments, opinions,
reports, and other items required under this Agreement to be in form and
substance satisfactory to Lender:

(a)  Lender shall have received evidence that this Agreement and all Related
Documents have been duly authorized, executed, and delivered by Borrower to
Lender.

(b)  Lender shall have received such opinions of counsel, supplemental
opinions, and documents as Lender may request.

(c)  The security interests in the Collateral shall have been duly authorized,
created, and perfected with first lien priority and shall be in full force and
effect.

(d)  All Guaranties required by Lender for the Line of Credit shall have been
executed by each Guarantor, delivered to Lender, and be in full force and
effect.

(e)  Lender, at its option and for its sole benefit, shall have conducted an
audit of Borrower's Accounts, Inventory, books, records, and operations, and
Lender shall be satisfied as to their condition.

(f)  Borrower shall have paid to Lender all fees , costs, and expenses
specified in this Agreement and the Related Documents as are then due and
payable.

(g)  There shall not exist at the time of any Advance a condition which would
constitute an Event of Default under this Agreement, and Borrower shall have
delivered to Lender the compliance certificate called for in the paragraph
below titles "Compliance Certificate."

MAKING LOAN ADVANCES.  Advances under the Line of Credit may be requested
either orally or in writing by authorized persons.  Lender may, but need not,
require that all oral requests be confirmed in writing.  Each Advance shall be
conclusively deemed to have been made at the request of and for the benefit of
Borrower (a) when credited to any deposit account of Borrower maintained with
Lender or (b) when advanced in accordance with the instruction s of an
authorized person.  Lender, at its option, may set a cutoff time, after which
all requests for Advances will be treated as having been requested on the next
succeeding Business Day.

MANDATORY LOAN REPAYMENTS.  If at any time the aggregate principal amount of
the outstanding Advances shall exceed the applicable Borrowing Base, Borrower,
immediately upon written or oral notice from Lender, shall pay to Lender an
amount equal to the difference between the outstanding principal balance of the
Advances and the Borrowing Base.  On the Expiration Date, Borrower shall pay to
Lender in full the aggregate unpaid principal amount of all advances then
outstanding and all accrued unpaid interest, together will all other applicable
fees, costs and charges, if any, not yet paid.

LOAN ACCOUNT.  Lender shall maintain on its books a record of account in which
Lender shall make entries for each advance and such other debits and credits as
shall be appropriate in connection with the credit facility.  Lender shall
provide Borrower with periodic statements of Borrower's account, which
statements shall be considered to be correct and conclusively binding on
Borrower unless Borrower notifies Lender to the contrary within thirty (30)
days after Borrower's receipt of any such statement which Borrower deems to be
incorrect.

COLLATERAL.  To secure payment of the Line of Credit and performance of all
other Loans, obligations and duties owed by Borrower to Lender, Borrower (and
others, if required) shall grant to Lender Security Interests in such property
and assets as Lender may require (the "Collateral"), including without
limitation Borrower's present and future Accounts, general intangibles, and
Inventory.  Lender's Security Interests in the Collateral shall be continuing
liens and shall include the proceeds and products of the Collateral, including
without limitation the proceeds of any insurance.  With respect to the
Collateral, Borrower agrees and represents and warrants to Lender:

PERFECTION OF SECURITY INTERESTS.  Borrower agrees to execute such financing
statements and to take whatever other actions are requested by Lender to
perfect and continue Lender's Security Interests in the Collateral.  Upon
request of Lender, Borrower will deliver to lender any and all of the documents
evidencing or constituting the Collateral, and Borrower will note Lender's
Interest upon any and all chattel paper if not delivered to Lender for
possession by Lender.  Contemporaneous with the execution  of this Agreement,
Borrower will execute one or more UCC financing statements and any similar
statements as may be required by applicable law, and will file such financing
statements and all such similar statements in the appropriate location or
locations.  Borrower hereby appoints Lender as its irrevocable attorney-in-fact
for the purpose of executing any documents necessary to perfect or to continue
any Security Interest.  Lender may at any time, and without further
authorization from Borrower, file a carbon, photograph, facsimile, or other
reproduction of any financing statement
<PAGE>   11
12-31-1996                         LOAN AGREEMENT                     Page 3


for use as a financing statement.  Borrower will reimburse Lender for all
expenses for the perfection, termination, and the continuation of the
perfection of Lender's security interest in the Collateral.  Borrower promptly
will notify Lender of any change in Borrower's name including any change to the
assumed business names of Borrower.  Borrower also promptly will notify Lender
of any change in Borrower's Social Security Number  or Employer Identification
Number.  Borrower further agrees to notify Lender in writing prior to any
change in address or location of Borrower's principal governance office or
should Borrower merge or consolidate with any other entity.

Collateral Records.  Borrower does now, and at all times hereafter shall, keep
correct and accurate records of the Collateral, all of which records shall be
available to Lender or Lender's representative upon demand for inspection and
copying at any reasonable time.  With respect to the Accounts, Borrower agrees
to keep and maintain such records as Lender may require, including without
limitation information concerning Eligible Accounts and Account balances and
agings.  With respect to the Inventory, Borrower agrees to keep and maintain
such records as Lender may require, including without limitation information
concerning Eligible Inventory and records itemizing and describing the kind,
type, quality, and quantity of Inventory, Borrower's Inventory costs and
selling prices, and the daily withdrawals and additions to Inventory.  The
following is an accurate and complete list of all locations at which Borrower
keeps or maintains business records concerning Borrower's Accounts and
Inventory:  Wilmington, Ohio; Airborne Stock Exchange, subsidiary of Airborne
Freight.

COLLATERAL SCHEDULES.  Concurrently with the execution and delivery of this
Agreement, Borrower shall execute and deliver to Lender schedules of Accounts
and Inventory and Eligible Accounts and Eligible Inventory, in form and
substance satisfactory to the Lender.  Thereafter Borrower shall execute and
deliver to Lender such supplemental schedules of Eligible Accounts and Eligible
Inventory and such other matters and information relating to the Accounts and
Inventory as Lender may request.  Supplemental schedules shall be delivered
according to the following schedule:  Borrower agrees to submit to Lender
monthly Accounts Payable aging and Accounts Receivable aging within twenty (20)
days after the last day of each month.  The format of aging will be ninety (90)
days from the invoice date.  In addition, Borrower agrees to submit to Lender
within twenty (20) days after the last day of each month Borrowers Certificate,
and within forty-five (45) days after the end of each fiscal quarter Borrower's
Quarterly Financial Statement, to include gross amount of Inventory less
Inventory pledged to other lenders to determine eligible Inventory.  (Note:
The method of calculating inventory unit price for borrowing purposes will be
the Lower of Cost or Market [LCOM].).

REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS.  With respect to the
Accounts, Borrower represents and warrants o Lender:  (a) Each Account
represented by Borrower to be an Eligible Account for purposes of this
Agreement conforms to the requirements of the definition of an Eligible
Account;  (b) All Account information listed on schedules delivered to Lender
will be true and correct, subject to immaterial variance;  and (c) Lender, its
assigns, or agents shall have the right at any time and at Borrower's expense
to inspect, examine, and audit Borrower's records and to confirm with Account
Debtors the accuracy of such Accounts.

REPRESENTATIONS AND WARRANTIES CONCERNING INVENTORY.  With respect to the
Inventory, Borrower represents and warrants to Lender:  (a) All Inventory
represented by Borrower to be Eligible  Inventory  for purposes of this
Agreement conforms to the requirements of the definition of Eligible Inventory;
(b) All Inventory values listed on schedules delivered to Lender will be true
and correct, subject to immaterial variance; (c) The value of the Inventory
will be determined on a consistent accounting basis; (d) Except as agreed to
the contrary by  Lender in writing, all Eligible Inventory is now and at all
time hereafter will be in Borrower's physical possession and shall not be held
by others on consignment, sale on approval, or sale or return; (e) Except as
reflected in the Inventory schedules delivered to Lender, all Eligible
Inventory is now and at all times hereafter will be of good and merchantable
quality, free from defects; (f) Eligible Inventory is not now and will not at
any time hereafter be stored with a bailee, warehouseman, or similar party
without Lender's prior written consent, and, in such event, Borrower will
concurrently at the time of bailment cause any such bailee, warehouseman, or
similar party to issue and deliver to Lender, in form acceptable to Lender,
warehouse receipts in Lender's name evidencing the storage of  Inventory; and
(g) Lender, its assigns, or agents shall have the right at any time and at
Borrower's expense to inspect and examine the Inventory and to check and test
the same as to quality, quantity, value, and condition.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

ORGANIZATION.  Borrower is a corporation which is duly organized, validly
existing, and in good standing under the laws of the state of Borrower's
incorporation and is validly existing and in good standing in all states in
which Borrower is doing business.  Borrower has the full power and authority to
own its properties and to transact the businesses in which it is presently
engaged or presently proposes to engage.  Borrower also is duly qualified as a
foreign corporation and is in good standing in all states in which the failure
to so qualify would have a material adverse effect on its businesses or
financial condition.

AUTHORIZATION.  The execution, delivery, and performance of this Agreement and
all Related Documents by Borrower, to the extent to be executed, delivered or
performed by borrower, have been duly authorized by all necessary action by
Borrower; do no require the consent or approval of any other person, regulatory
authority or governmental body; and do not conflict with, result in a violation
of, or constitute a default under (a) any provision of its articles of
incorporation or organization, or bylaws, or any agreement or other instrument
binding upon Borrower or (b) any law, governmental regulation, court decree, or
order applicable to Borrower.

FINANCIAL INFORMATION.  Each financial statement of Borrower supplied to Lender
truly and completely disclosed Borrower's financial condition as of the date of
the staement, and there has been no material adverse change in borrower's
financial condition subsequent to the date of the most recent financial
statement supplied to Lender.  Borrower has no material contingent obligations
except as disclosed in such financial statements.

LEGAL EFFECT.  This Agreement constitutes, and any instrument or agreement
required hereunder to be given by Borrower when delivered will constitute,
legal, valid and binding obligations of Borrower enforceable against Borrower
in accordance with their respective terms.

PROPERTIES.  Except for Permitted Liens, Borrower owns and has good title to
all of Borrower's properties free and clear of all Security Interests, and has
not executed any security documents or financing statements relating to such
properties.  All of Borrower's properties are titled in Borrower's legal name
and Borrower has not used, or filed a financing statement under, any other name
for at least the last five (5) years.

HAZARDOUS SUBSTANCES.  The terms "hazardous waste," "hazardous substance,"
"disposal," "release," and "threatened release," as used in this Agreement,
shall have the same meanings as set forth in the "CERCLA," "SARA," the
Hazardous Materials Transportation Act, 49 U.S.C Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C Section 6901, et Seq., or
other applicable state or Federal laws, rules, or regulations adopted pursuant
to any of the foregoing.  Except as disclosed to and acknowledged by Lender in
writing, Borrower represents and warrants that: (a) During the period of
borrower's ownership of the properties, there has been no use, generation,
manufacture, storage, treatment, disposal, release or threatened release of any
hazardous waste of substance by any person on, under, about or from any of the
properties. (b) Borrower has no knowledge of, or reason to believe that there
has been (i) any use, generation, manufacture, storage, treatment, disposal,
release, or threatened release of any hazardous waste or substance on, under,
about or from the properties by any prior owners or occupants of any of the
properties, or (ii) any actual or threatened litigation or claims of any kind
by any person relating to such matters.  (c) Neither Borrower nor any tenant,
contractor, agent or other authorized use of any of the properties shall use,
generate manufacture, store, treat, dispose of, or release any hazardous waste
or substance on, under, about or from any of the properties; and any such
activity shall be conducted in compliance will all applicable federal, state,
and local laws, regulations, and ordinances, including without limitation those
laws, regulations and ordinances described above.  Borrower authorizes Lender
and its agents to enter upon the properties to make such inspections and test
as Lender may deem appropriate to determine compliance of the properties with
this section of the Agreement.  Any inspections or tests made by Lender shall
be a Borrower's expense and for Lender's purposes only and shall not be
construed to create any responsibility or liability on the part of Lender to
Borrower or to any other person.  The representations and warranties contained
herein are based on Borrower's due diligence in investigation the properties
for hazardous waste and hazardous substances.  Borrower hereby (a) releases and
waives any future claims against Lender for indemnity or contribution in the
event Borrower becomes liable for cleanup or other costs under any such laws,
and (b) agrees to indemnify and hold harmless Lender against any and all
claims, losses, liabilities, damages, penalties, and expenses which Lender may
directly or indirectly sustain or suffer resulting from a breach of this
section of the Agreement or as a consequence of any use, generation,
manufacture, storage, disposal, release or threatened release occurring prior
to Borrower's ownership or interest in the properties, whether or not the same
was or should have been known to Borrower.  The provisions of this section of
the Agreement, including the obligation to indemnify, shall survive the payment
of the Indebtedness and the termination or expiration of this Agreement and
shall not be affected by Lender's acquisition of any interest in any of the
properties, whether by foreclosure or otherwise.

LITIGATION AND CLAIMS.  No litigation, Claim, investigation, administrative
proceeding or similar action (including those for unpaid taxes) against
Borrower is pending or threatened, and no other event has occurred which may
materially adversely affect borrower's financial condition or properties, other
than litigation, claims, or other events, if any, that have been disclosed to
any acknowledged by Lender in writing.

TAXES.  To the best of borrower's knowledge, all tax returns and reports of
Borrower that are or were required to be filed, have been filed, and all taxes,
assessments and other governmental charges have been paid in full, except those
presently being or to be contested by Borrower in good faith in the ordinary
course of business and for which adequate reserves have been provided.

LIEN PRIORITY.  Unless otherwise previously disclosed to Lender in writing,
Borrower has not entered into or granted any Security Agreements, or permitted
the filing or attachment of any Security Interests on or affecting any of the
Collateral directly or indirectly securing repayment of Borrower's Loan and
Note, that would be prior or that may in any way be superior to Lender's
Security Interests and rights in and to such Collateral.
<PAGE>   12
12-31-1996                          LOAN AGREEMENT                  Page 4
Binding Effect.  This Agreement, the Note, all Security Agreements directly or
indirectly securing repayment of Borrower's Loan and Note and all of the
Related Documents are binding upon Borrower as well as upon Borrower's
successors, representatives and assigns, and are legally enforceable in
accordance with their respective terms.

COMMERCIAL PURPOSES.  Borrower intends to use the Loan proceeds solely for
business or commercial related purposes.

EMPLOYEE BENEFIT PLANS.  Each employee benefit plan as to which Borrower may
have any liability complies in all material respects with all applicable
requirements of law and regulations, and (i) no Reportable Event nor Prohibited
Transaction (as defined in ERISA) has occurred with respect to any such plan,
(ii) Borrower has not withdrawn from any such plan or initiated steps to do so,
(iii) no steps have been taken to terminate any such plan, and (iv) there are
no unfunded liabilities other than those previously disclosed to Lender in
writing.

LOCATION OF BORROWER'S OFFICES AND RECORDS.  Borrower's place of business, or
Borrower's Chief executive office, if Borrower has more than one place of
business, is located at 707 SOUTH GRADY WAY, RENTON, WA  98055.  Unless
Borrower has designated otherwise in writing this location is also the office
or offices where Borrower keeps its records concerning the Collateral.

INFORMATION.  All information heretofore or contemporaneously herewith
furnished by Borrower to Lender for the purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all information
hereafter furnished by or on behalf of Borrower to Lender will be, true and
accurate in every material respect on the date as of which such information is
dated or certified; and none of such information is or will be incomplete by
omitting to state any material fact necessary to make such information not
misleading.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  Borrower understands and agrees
that Lender, without independent investigation, is relying upon the above
representations and warranties in extending Loan Advances to Borrower.
Borrower further agrees that the foregoing representations and warranties shall
be continuing in nature and shall remain in full force and effect until such
time as Borrower's indebtedness shall be paid in full, or until this Agreement
shall be terminated in the manner provided above, whichever is the last to
occur.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

LITIGATION.  Promptly inform Lender in writing of (a) all material adverse
changes in Borrower's financial condition, and (b) all existing and all
threatened litigation, claims, investigations, administrative proceedings or
similar actions affecting Borrower or any Guarantor which could materially
affect the financial condition of Borrower or the financial condition of any
Guarantor.

FINANCIAL RECORDS.  Maintain its books and records in accordance with generally
accepted accounting principles, applied on a consistent basis, and permit
Lender to examine and audit Borrower's books and records at all reasonable
times.

FINANCIAL STATEMENTS.  Furnish Lender with, as soon as available, but in no
event later than one hundred twenty (120) days after the end of each fiscal
year, Borrower's balance sheet and income statement for the year ended, audited
by a certified public accountant satisfactory to Lender, and, as soon as
available, but in no event later that forty five (45) days after the end of
each fiscal quarter, Borrower's balance sheet and profit and loss statement for
the period ended, prepared and certified as correct to the best knowledge and
belief by Borrower's chief financial officer or other officer or person
acceptable to Lender.  All financial reports required to be provided under this
Agreement shall be prepared in accordance with generally accepted accounting
principles, applied on a consistent basis, and certified by Borrower as being
true and correct.

ADDITIONAL INFORMATION.  Furnish such additional information and statements,
lists of assets and liabilities, agings of receivables and payables, inventory
schedules, budgets, forecasts, tax returns, and other reports with respect to
Borrower's financial condition and business operations as Lender may request
from time to time.

FINANCIAL COVENANTS AND RATIOS.  Comply with the following covenants and
ratios:

TANGIBLE NET WORTH.  Maintain a minimum Tangible Net Worth of not less than
$60,000,000.00

NET WORTH RATIO.  Maintain a ratio of Total Liabilities to Tangible Net Worth
of less than 2.50 to 1.00.

WORKING CAPITAL.  Maintain Working Capital in excess of $45,000,000.00.  Except
as provided above, all computations made to determine compliance with the
requirements contained in this paragraph shall be made in accordance with
generally accepted accounting principles, applied on a consistent basis, and
certified by Borrower as being true and correct.

INSURANCE.  Maintain fire and other risk insurance, public liability insurance,
and such other insurance as Lender may require with respect to Borrower's
properties and operations, in form, amounts, coverages and with insurance
companies reasonably acceptable to Lender.  Borrower, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of
insurance in form satisfactory to Lender, including stipulations that coverages
will not be cancelled or diminished without at lease ten (10) days' prior
written notice to Lender.  Each insurance policy also shall include an
endorsement providing that coverage in favor of Lender will not be impaired in
any way by any act, omission or default of Borrower or any other person.  In
connection with all policies covering assets in which Lender holds or is
offered a security interest for the Loans, Borrower will provide Lender with
such loss payable or other endorsements as Lender may require.

INSURANCE REPORTS.  Furnish to Lender, upon request of Lender, reports on each
existing insurance policy showing such information as Lender may reasonably
request, including without limitation the following: (a) the name of the
insurer; (b) the risks insured; (c) the amount of the policy; (d) the
properties insured; (e) the then current property values on the basis of which
insurance has been obtained, and the manner of determining those values; and
(f) the expiration date of the policy.  In addition, upon request of Lender
(however not more often than annually), Borrower will have an independent
appraiser satisfactory to Lender determine, as applicable, the actual cash
value or replacement cost of any Collateral.  The cost of such appraisal shall
be paid by Borrower.

OTHER AGREEMENTS.  Comply with all terms and conditions of all other
agreements, whether now or hereafter existing, between Borrower and any other
party and notify Lender immediately in writing of any default in connection
with any other such agreements.

LOAN PROCEEDS.  Use all Loan proceeds solely for Borrower's business
operations, unless specifically consented to the contrary by Lender in writing.

TAXES, CHARGES AND LIENS.  Pay and discharge when due all of its indebtedness
and obligations, including without limitation all assessments, taxes,
governmental charges, levies and liens, of every kind and nature, imposed upon
Borrower or its properties, income, or profits, prior to the date on which
penalties would attach, and all lawful claims that, if unpaid, might become a
lien or charge upon any of Borrower's properties, income, or profits.  Provided
however, Borrower will not be required to pay and discharge any such
assessment, tax, charge, levy, lien or claim so long as (a) the legality of the
same shall be contested in good faith by appropriate proceedings, and (b)
Borrower shall have established on its books adequate reserves with respect to
such contested assessment, tax, charge, levy, lien, or claim in accordance with
generally accepted accounting practices.  Borrower, upon demand of Lender, will
furnish to Lender evidence of payment of the assessments, taxes, charges,
levies, liens and claims and will authorize the appropriate governmental
official to deliver to Lender at any time a written statement of any
assessments, taxes, charges, levies, liens and claims against Borrower's
properties, income, or profits.

PERFORMANCE.  Perform and comply with all terms, conditions, and provisions set
forth in this Agreement and in the Related Documents in a timely manner, and
promptly notify Lender if Borrower learns of the occurrence of any event which
constitutes an Event of Default under this Agreement or under any of the
Related Documents.

OPERATIONS.  Maintain executive and management personnel with substantially the
same qualifications and experience as the present executive and management
personnel; provide written notice to Lender of any change in executive and
management personnel; conduct its business affairs in a reasonable and prudent
manner and in compliance with all applicable federal, state and municipal laws,
ordinances, rules and regulations respecting its properties, charters,
businesses and operations, including without limitation, compliance with the
Americans With Disabilities Act and with all minimum funding standards and
other requirements of ERISA and other laws applicable to Borrower's employee
benefit plans.

INSPECTION.  Permit employees or agents of Lender at any reasonable time to
inspect any and all Collateral for the Loan or Loans and Borrower's other
properties and to examine or audit Borrower's books, accounts, and records and
to make copies and memoranda of Borrower's books, accounts, and records.  If
Borrower now or at any time hereafter maintains any records (including without
limitation computer generated records and computer software programs for the
generation of such records) in the possession of a third party, Borrower, upon
request of Lender, shall notify such party to permit Lender free access to such
records at all reasonable times and to provide Lender with copies of any
records it may request, all at Borrower's expense.

COMPLIANCE CERTIFICATE.  Unless waived in writing by Lender, provide Lender
(NOT REQUIRED) and at the time of each disbursement of Loan proceeds with a
certificate executed by Borrower's chief financial officer, or other officer or
person acceptable to Lender, certifying that the representations and warranties
set forth in this Agreement are true and correct as of the date of the
certificate and further certifying that, as of the date of the certificate, no
Event of Default exists under this Agreement.

ENVIRONMENTAL COMPLIANCE AND REPORTS.  Borrower shall comply in all respects
will all environmental protection federal, state and local laws, statutes,
regulations and ordinances; not cause or permit to exist, as a result of an
intentional or unintentional action or omission on its part or on the part of
any third party, on property owned and/or occupied by Borrower, any
environmental activity where damage may result to the environment, unless such
environmental activity is pursuant to and in compliance with the conditions of
a permit issued by the appropriate federal, state or local governmental
authorities; shall furnish to Lender promptly and in any event within thirty
(30) days after receipt thereof a copy of any notice, summons, lien, citation,
directive, letter or other communication from any governmental agency or
instrumentality concerning any intentional or unintentional action or omission
on Borrower's part in connection with any environmental activity whether or not
there is damage to the environment and/or other natural resources.
<PAGE>   13
12-31-1996                          LOAN AGREEMENT                    Page 5

Additional Assurances.  Make, execute and deliver to Lender such promissory
notes, mortgages, deeds of trust, security agreements, financing statement,
instrument, documents and other agreements as Lender or its attorneys may
reasonably request to evidence and secure the Loans and to perfect all Security
Interests.

RECOVERY OF ADDIONAL COSTS.  If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except U.S. federal, state or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements
or other obligations which would (a) increase the cost to Lender for extending
or maintaining the credit facilities to which this Agreement relates,  (b)
reduce the amounts payable to Lender under this Agreement or the Related
Documents, or (c) reduce the rate of return on Lender's capital as a
consequence of Lender's obligations with respect to the credit facilities to
which this Agreement relates, then Borrower agrees to pay Lender such
additional amounts as will compensate Lender therefor, within five (5) days
after the Lender's written demand for such payment, which demand shall be
accompanied by an explanation of such imposition or charge and a calculation in
reasonable detail of the additional amounts payable by Borrower, which
explanation and calculations shall be conclusive in the absence of manifest
error.

NEGATIVE CONVANTS.  Borrower convents and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

INDEBTEDNESS AND LIENS.  (a) Except for trade debt incurred in the normal
course of business and indebtedness to Lender contemplated by this Agreement,
create, incur or assume indebtedness for borrowed money, including capital
leases,  (b) except as allowed as a Permitted Lien, sell, transfer, mortgage,
assign, pledge, lease, grant a security interest in, or encumber any Borrower's
assets, or  (c) sell with recourse any of Borrower's accounts, except to
Lender.

CONTINUITY OF OPERATIONS.  (a) Engage in any business activities substantially
difference that these in which Borrower is presently engaged, (b) cease
operation, liquidate, merge, transfer, acquire or consolidate with any other
entity, change ownership, change its name, dissolve or transfer or sell
Collateral out the ordinary course of business,  (c) pay any dividends on
Borrower's stock (other than dividends payable in its stock), provided, however
that notwithstanding the foregoing, but only so long as no Event of Default has
occurred and is continuing or would result from the payment of dividends, if
Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue
Code of 1986, as amended), Borrower may pay cash dividends on its stock to its
shareholders from time to time in amounts necessary to enable the shareholders
to pay income taxes and make estimated income tax payments to satisfy their
liabilities under federal and state law which arise solely from their status as
Shareholders of a Subchapter S Corporation because of their ownership and
shares of stock of Borrower, or (d) purchase or retire any of Borrower's
outstanding shares or alter or amend Borrower's capital structure.

LOAN, ACQUISITIONS AND GUARANTIES.  (a)  Loan, invest in or advance money or
assets,  (b) purchase, create or acquire any interest in any other enterprise
or entity, or  (c) incur any obligation as surety or guarantor other than in
the ordinary course of business.

CESSATION OF ADVANCES.  If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement
of any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender;  (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt;  (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan;  (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or
any other loan with Lender; or (e) Lender in good faith deems itself insecure,
even though no Event of Default shall have occurred.

STATUTE OF FRAUDS DISCLOSURE.   ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN
MONEY, EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE UNDER WASHINGTON LAW.

DEBTOR NAME AND ADDRESS LIST.  Borrower agrees to submit to Lender monthly a
complete debtor name and address list.

COLLATERAL AUDITS.  Borrower agrees to submit to one (1) collateral audit per
year, to be performed by Lender's internal staff of Lender- approved external
examiners.   Direct verifications shall be required.  Borrower agrees to pay
all Lender's expenses incurred in connection with each collateral audit.

COMPLIANCE TESTING.  Borrower's compliance with the covenants contained in this
Agreement with be tested on a quarterly basis.

RIGHT OF SETOFF.   Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Koegh accounts,
and all trust accounts for which the grant of a security interest would be
prohibited by law.  Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the Indebtedness against
any and all such accounts.

EVENT OF DEFAULT.  Each of the following shall constitute and Event of Default
under this Agreement:

DEFAULT ON INDEBTEDNESS.  Failure of Borrower to make any payment when due on
the Loans.

OTHER DEFAULTS.  Failure of Borrower or any Grantor to comply with or to
perform when due any other term, obligation, covenant or condition contained in
this Agreement or in any of the Related Documents, or failure of Borrower to
comply with or to perform any other term, obligation., covenant or condition
contained in any other agreement between Lender and Borrower.

DEFAULT IN FAVOR OF THIRD PARTIES.  Should Borrower or any Grantor default
under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person
that may materially effect any of Borrower's property or Borrower's or any
Grantor's ability to repay the Loans or perform their respective obligations
under this Agreement or any of the Related Documents.

FALSE STATEMENTS.  Any warranty, representation or statement made or furnished
to Lender by or on behalf of Borrower or any Grantor under this Agreement or
the Related Documents is false or misleading in any material respect at the
time made or furnished, or becomes false or misleading at any time thereafter.

DEFECTIVE COLLATERALIZATION.  This Agreement or any of the Related Documents
ceases to be in full force and effect (including failure of any Security
Agreement to create a valid and perfected Security Interest) at any time and
for any reason.

INSOLVENCY.  The dissolution or termination of Borrower's existence as a going
business, the insolvency of Borrower, the appointment of a receiver for any
part of Borrower's property, any assignment for the benefit of creditors, any
type of creditor workout, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against Borrower.

CREDITOR OR FORFEITURE PROCEEDINGS.  Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower, any creditor of any Grantor against
any collateral securing the Indebtedness, or by any governmental agency.  This
included a garnishment, attachment, or levy on or of any of Borrower's deposit
accounts with Lender.

EVENTS AFFECTING GUARANTOR.  Any of the preceding events occurs with respect to
any Guarantor of any of the indebtedness or any Guarantor dies or becomes
incompetent, or revokes or disputes the validity of, or liability under, any
Guaranty of the Indebtedness.

CHANGE IN OWNERSHIP.  Any change in ownership of twenty-five percent (25%) or
more of the common stock of Borrower.

ADVERSE CHANGE.  A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
Indebtedness is impaired.

INSECURITY.  Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligations to make Loan Advances or disbursements), and, at Lender's option,
all Indebtedness immediately will become due and payable, all without notice of
any kind to Borrower, except that in the case of an Event of Default of the
type described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional.  In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise.  Except as may be prohibited by applicable law, all of Lender's
rights and remedies shall cumulative and may be exercised singularly or
concurrently.  Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to take
action to perform on obligation of Borrower or of any Grantor shall not affect
Lender's right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:
Amendments.  This Agreement, together with any Related Documents, constitutes
the entire understanding and agreement of the parties as to the matters set
forth in this Agreement.  No alteration of or amendment to this Agreement shall
be effective unless given in writing and signed by the party or parties sought
to be charged or bound by the alteration or amendment.
<PAGE>   14
12-31-1996                          LOAN AGREEMENT                     Page 6


Applicable Law.  This Agreement has been delivered to Lender and accepted by
Lender in the State of Washington.  If there is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of King County,
the State of Washington.  Subject to the provisions on arbitration, this
Agreement shall be governed by and construed in accordance with the laws of the
State of Washington.

ARBITRATION.  Lender and Borrower agree that all disputes, claims and
controversies between them, whether individual, joint, or class in nature,
arising from this Agreement or otherwise, including without limitation contract
and tort disputes, shall be arbitrated pursuant to the Rules of the American
Arbitration Association, upon request of either party.  No act to take or
dispose of an Collateral shall constitute a waiver of this arbitration
agreement or be prohibited by this arbitration agreement.  This includes,
without limitation, obtaining injunctive relief or a temporary restraining
order; invoking a power of sales under any deed of trust or mortgage; obtaining
a writ of attachment or imposition of a receiver; or exercising any rights
relating to personal property, including taking or disposing of such property
with or without judicial process pursuant to Article 9 of the Uniform
Commercial Code.  Any disputes, claims, or controversies concerning the
lawfulness or reasonableness of any act, or exercise of any right, concerning
any Collateral, including any claim to rescind, reform, or otherwise modify any
agreement relating to the Collateral, shall also be arbitrated, provided
however that no arbitrator shall have the right or the power to enjoin or
restrain any act of any party.  Judgement upon any award rendered by any
arbitrator may be entered in any court having jurisdiction.  Nothing in this
Agreement shall preclude any party from seeking equitable relief from a court
of competent jurisdiction.  The statute of limitations, estoppel. Waiver,
leaches, and similar doctrines which would otherwise be applicable in an action
brought by a party shall be applicable in an arbitration proceeding, and the
commencement of any arbitration proceeding shall be deemed the commencement of
an action for these purposes.  The Federal Arbitration Act shall apply the
construction, interpretation, and enforcement of this arbitration provision.

CAPTION HEADINGS.  Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of
this Agreement.

MULTIPLE PARTIES; CORPORATE AUTHORITY.  All obligations of Borrower under this
Agreement shall be joint and several, and all references to Borrower shall mean
each and every Borrower.  This means that each of the Borrowers signing below
is responsible for all obligations in this Agreement.

CONSENT TO LOAN PARTICIPATION.  Borrower agrees and consents to Lender's sale
or transfer, whether now or later, of one or more participation interests in
the Loans to one or more purchasers, whether related or unrelated to Lender.
Lender may provide, without any limitation whatsoever, to any one or more
purchasers, or potential purchasers, any information or knowledge Lender may
have about Borrower or about any other matter relating to the Loan, and
Borrower hereby waives any rights to privacy it may have with respect to such
matters.  Borrower additionally waives any and all notices of sale of
participation interests, as well as all notices of any repurchase of such
participation interests.  Borrower also agrees that the purchasers of any such
participation interests will be considered as the absolute owners of such
interests in the Loans and will have all the rights granted under the
participation agreement or agreements governing the sale of such participation
interests.  Borrower further waives all rights of offset or counterclaim that
it may have now or later against Lender or against any purchaser of such a
participation interest and unconditionally agrees that either Lender or such
purchaser may enforce Borrower's obligation under the Loans irrespective of the
failure or insolvency of any holder of any interests in the Loans.  Borrower
further agrees that the purchaser of any such participation interests may
enforce its interests irrespective of any personal claims or defenses that
Borrower may have against Lender.

COSTS AND EXPENSES.  Borrower agrees to pay upon demand all of Lender's
expenses, including without limitation attorneys' fee, incurred in connection
with the preparation, execution, enforcement, modification and collection of
this Agreement or in connection with the Loans made pursuant to this Agreement.
Lender may pay someone else to help collect the Loans and to enforce this
Agreement, and Borrower will pay that amount.  This includes, subject to any
limits under applicable law, Lender's attorneys' fees and Lender's legal
expenses, whether or not there is a lawsuit, including attorneys' fees for
bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgement collection
services.  Borrower also will pay any court costs, in addition to all other
sums provided by law.

NOTICES.  All notices required to be given under this Agreement shall be given
in writing, may be sent by telefacsimile, and shall be effective when actually
delivered or when deposited with a nationally recognized overnight courier or
deposited in the United States mail, first class, postage prepaid, addressed to
the party to whom the notice is to be given at the address shown above.  Any
party may change its address for notices under this Agreement by giving formal
written notice to the other parities, specifying that the purpose of the notice
is to change the party's address.  To the extent permitted by applicable law,
if there is more than one Borrower, notice to any Borrower will constitute
notice to all Borrower.  For notice purposes, Borrower will keep Lender
informed at all times of Borrower's current address(es).

SEVERABILITY.  If a court of competent jurisdiction finds any provision of this
Agreement to be invalid or unenforceable as to any person or circumstance, such
finding shall not render that provision invalid or unenforceable as to any
other persons or circumstances.  If feasible, any such offending provision
shall be deemed to be modified to be within the limits of enforceability or
validity; however, if the offending provision cannot be so modified, it shall
be stricken and all other provisions of this Agreement in all other respects
shall remain valid and enforceable.

SUBSIDIARIES AND AFFILIATES OF BORROWER.  To the extent the context of any
provisions of this Agreement makes it appropriate, including without limitation
any representation, warranty or covenant, the word "Borrower" as used herein
shall include all subsidiaries and affiliates of Borrower.  Notwithstanding the
foregoing however, under no circumstances shall this Agreement be construed to
require Lender to make any Loan or other financial accommodation to any
subsidiary or affiliate of Borrower.

SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on behalf
of Borrower shall bind its successors and assigns and shall inure to the
benefit of Lender, its successors and assigns.  Borrower shall not, however,
have the right to assign its rights under this Agreement or any interest
therein, without the prior written consent of Lender.

SURVIVAL.  All warranties, representations, and covenants made by Borrower in
this Agreement or in any certificate or other instrument delivered by Borrower
to Lender under this Agreement shall be considered to have been relied upon by
Lender and will survive the making of the Loan and delivery to Lender of the
Related Documents, regardless of any investigation made by Lender or on
Lender's behalf.

WAIVER.  Lender shall not be deemed to have waived any rights under this
Agreement unless such waiver is given in writing and signed by Lender.  No
delay or omission on the part of Lender is exercising any right shall operate
as a waiver of such right or any other right.  A waiver by Lender of a
provision of this Agreement shall not prejudice or constitute a waiver of
Lender's right otherwise to demand strict compliance with that provision or any
other provision of this Agreement.  No prior waiver by Lender, nor any course
of dealing between Lender and Borrower, or between Lender and any Grantor,
shall constitute a waiver of any of Lender's rights or of any obligations of
Borrower or of any Grantor as to any future transactions.  Whenever the consent
of Lender is required under this Agreement, the granting of such consent by
Lender in any instance shall not constitute continuing consent in subsequent
instances where such consent is required, and in all cases such consent may be
granted or withheld in the sole discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT,
AND BORROWER AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED AS OF DECEMBER 31,
1996.

BORROWER:

MULTIPLE ZONES INTERNATIONAL, INC.

By:________________________________________________

Title:_____________________________________________


LENDER:
U.S. BANK OF WASHINGTON, NATIONAL ASSOCATION


By:________________________________________________
         Authorized Officer
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.22b (c) 1996 CFI ProServices,
Inc. All rights reserved. [WA-C40 F3.22 Multiple Zones International, Inc.LN
C3.ovl]