FIFTH AMENDMENT  TO  STORAGE AND DISTRIBUTION AGREEMENT

THIS
FIFTH AMENDMENT TO STORAGE AND DISTRIBUTION AGREEMENT is entered into this 1st day of September, 2000 by and between AIRBORNE LOGISTICS SERVICES, a division of ABX Air Inc., ("ALS") and MULTIPLE
ZONES INTERNATIONAL, INC., a Washington Corporation ("MZI").

RECITALS

NOW
THEREFORE, the parties agree to amend the Agreement as follows:

will
be increased by a factor of * for the years of the Agreement, commencing September 1, 2001 and September 1, 2002 as an escalator for the wage component of those costs.

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In
this event, MZI shall have no more than 180 days to remove all MZI owned inventory and property from the ALS Wilmington, Ohio, warehouse. If termination for convenience is enacted, the terminating
party shall pay all labor and transportation costs associated with moving MZI owned inventory and property from the Wilmington, Ohio, warehouse.

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Additionally,
prior to March 31, 2001, MZI and ALS agree to incorporate all pricing, provisions and Amendments of the existing Agreement into a new Agreement that will be used
as the legal document of record moving forward. It is acknowledged that the existing Agreement is outdated and cumbersome to interpret due to the number of Amendments that have been made. The purpose
of developing a new Agreement is for ease of interpretation only. No pricing or provisions shall be modified when converting to the new Agreement.

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Schedule 1  Rates and Charges

The following Schedule of Rates and Charges will apply from September 1, 2000 until August 31, 2003, unless otherwise extended or modified by the terms of this
agreement and mutually Weed upon by ALS and MZI.

|Item # |  | Item*                    |  | Unit Basis                      |  | Per Unit
Rate |  | Wage Escalator
|------ |  | ------------------------ |  | ------------------------------- |  | ------------- |  | --------------
|1      |  | Receiving Fee            |  | Line                            |  |              |  | ***           
|2      |  | Order Handling Fee       |  | Package                         |  |               |  | ***           
|       |  |                          |  | under 16,000 packages/week     |  |              |  |               
|       |  |                          |  | 16,001 - 20,000 packages week: |  |              |  |               
|       |  |                          |  | 20,001 - 24000 packages/week:  |  |              |  |               
|       |  |                          |  | 24,001 - 28,000 packages/week: |  |              |  |               
|       |  |                          |  | 28,001+ packages/week:         |  |              |  |               
|2A     |  | Large Order Fee          |  | Package:                        |  |               |  | ***           
|       |  |                          |  | under 16,000 packages/week:    |  |              |  |               
|       |  |                          |  | 16,001 - 20,000 packages/week: |  |              |  |               
|       |  |                          |  | 20,001 - 24,000 packages/week: |  |              |  |               
|       |  |                          |  | 24,001 - 28,000 packages/week: |  |              |  |               
|       |  |                          |  | 28,001+ packages/week:         |  |              |  |               
|3      |  | Packaging                |  | Package                         |  |              |  |               
|4      |  | Storage                  |  | Square Foot/yr.                 |  |              |  |               
|4A     |  | Additional Storage       |  | Square Foot/yr.                 |  |              |  |               
|5      |  | UPS Order Fee            |  | Package (UPS)                   |  |              |  |               
|6      |  | Other Carrier Charge     |  | Order                           |  |              |  | ***           
|7      |  | Intl. Paperwork Fee      |  | Order                           |  |              |  | ***           
|8      |  | Return to Vendor Charge  |  | Order                           |  |              |  | ***           
|9      |  | Postal Machine Fee       |  | Fixed/weekly                    |  |              |  |               
|10     |  | Management Fee           |  | Fixed/weekly                    |  |              |  | ***           
|11     |  | Special Projects         |  | Per Project                     |  | **            |  | ***           
|12     |  | Physical Inventory Count |  | Per Physical                    |  | **            |  | ***           
|13     |  | Systems Support          |  | Hourly                          |  | **            |  | ***           
|14     |  | Will Call                |  | Order                           |  |              |  | ***           
|15     |  | New Capital Purchase     |  | Fixed/weekly                    |  | **            |  |               

Note:  All
Item Charges are billed weekly.

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Amendment 5  Schedule 1A  Definitions

For
purposes of this Fifth Amendment, the following definitions shall apply for the period 9/01/00 through 8/31/03.

1.  Receiving Charges

A receiving charge is invoked for each line received against an outstanding Purchase Order (P.0.) within the SGA System. ALS will tabulate these charges daily
on a manual basis until a systems solution is developed by MZI.

2.  Order Handling Charges

Order handling charges will be applied for each package within a sales order. A sales order is defined as an individual request for product which ALS receives
for fulfillment. An order must generate a printed collate and be destined to only one consignee. This order is represented by one master order number and any subsequent associated sub order numbers.

A
package is defined as a prepared shipping container, containing 1 or more items, which will individually be recognized as an "order shipped" by the current SGA manifesting system,
within the current confirmation process. The Postage and Handling Report will be used as the official document when calculating order handling changes.

All
orders will be charged in this manner with the exception of orders for LTL carriers and Will Call. LTL and Will Call orders are charged on a "per sales order" basis.

2A. Large Order Handling Fee

A
Large Order Handling Fee will be assessed incrementally to all orders exceeding 5 different line items and/or 30 pieces per line. If an order is placed that exceeds 5 line items per
order and has over 30 pieces per line, a large order handling fee(s) will be applied based on whichever criteria is greater.

Per Unit

ExtendedExample A:

Regular Order12 line items; 20 pieces

*

*Large Order Handling (based on line items >5)

*

*Total Charges



*(assumes 18,000 orders per week)Example B:

Regular Order1 line items; 125 pieces

*

*Large Order Handling (based on pieces >30)

*

*Total Charges



*(assumes 22,000 orders per week)


3.  Packaging Charges

A packaging charge of  *  
will be applied to each package shipped. This charge will be applied in addition to all order handling fees as well as all large order handling fees. In the event of a price change by the manufacturer
or delivery company, the change in price (increase or decrease) will be passed on to MZI. Any request for packaging not used in the current operation may be priced separately.

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4.  Storage Charges

A  *  per year charge will be assessed with a minimum requirement of  *  sq. ft. The space will
be in the Airborne Commerce Park and includes storage, processing and the required common area to operate the MZI fulfillment operation. The charges will be billed on a weekly basis in the fixed
amount of  *  . The minimum storage requirement of  *  will be subject to a quarterly review and may be increased or decreased as
mutually agreed by ALS and MZI. Should ALS desire to transition the existing MZI Operation from Building 10 to another Commerce Park Facility, ALS shall be required to submit a proposal of transition
that MZI must approve. If MZI does not accept and approve the transition plan by ALS, then ALS agrees to leave the MZI Operation in Building 10 for the duration of Amendment 5.

4A. Additional Storage Charges

Additional Storage in the Airborne Commerce Park may be rented at a rate of  *  . This space is subject to availability and will
be rented in a minimum 2 bay quantity representing approximately  *  .

5.  UPS Order Fee

Fee added to all UPS packages for additional handling and labor requirements. Additional fees may be negotiated between ALS and MZI if UPS services currently
not utilized are required. Current UPS services utilized include UPS Ground and Ground track.

6.  Other Carrier Charge

Additional work is required to prepare and fulfill orders not processed through the SGA manifesting system. Such work may include, but is not limited to,
manual creation of shipping label(s), preparation of required shipping documentation, and operation of multiple stand alone manifesting systems. At the request of MZI additional carriers or services
may be added in the future. Any additions may be priced separately depending on work requirements.

7.  International Paperwork

Fee for processing of international paperwork. MZI is responsible for providing ALS accurate and complete information required for International documentation.
This fee is a processing fee only. This fee does not include any duties, taxes, customs or related transportation fees, or fees and various tariff charges applicable to creating or processing such
documents such as Certificates of Origin, Consular Legalization and other similar extra charge international documents.

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8.  Return To Vendor Charge (RTV/RMA)

Additional charge for preparation of all return to vendor shipments. ALS will have a maximum of 4 business days to process and ship RTV's/RMA's. ALS must have
the RTV/RMA paperwork available for processing by 10:00 a.m. EST for Day 1 (out of the 4 day maximum) to begin. If ALS is unable to process and ship an RTV/RMA within the guidelines described above,
ALS will notify MZI within 24 hours of receiving the RTV to advise MZI the reason for which the RTV/RMA may not be processed within the 4 day period. If ALS fails to notify MZI within 24 hours that an
RTV/RMA may not be processed in the 4 day period, and shipping of the RTV/RMA exceeds the 4 day period, and ALS' failure to meet the 4 day processing window is the cause of a vendors refusal to accept
the RTV/RMA, then ALS agrees to waive the Return To Vendor Charge to MZI

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and shall be responsible for reimbursing MZI for transportation charges of returning product to the ALS warehouse and/or re-shipping the RTV/RMA.

9.  Postal Machine Fee

Allocation of postal machine lease rate plus rate updates and supplies. Actual postage charges will be billed to MZI.

10. Management Fee

Weekly fee to cover cost of ALS management of MZI fulfillment operations. The fee includes such expenses as administration, management salary, billing costs,
customer service, human resources, supplies, security, employee safety and similar overhead.

11. Special Projects

Any task or activity requested by MZI, not included in the listed item prices. Such activities include, but are not limited to liquidations, bulk moves and
specified training events. Please refer to the following schedule for specific labor charges (travel and associated expenses are in addition to labor):

a.  Planned
Projects: Specific times, dates, and requirements must be agreed upon by MZI and ALS no later than 72 hours prior to project start time. Regular time rates
applicable to work performed Monday - Saturday, 0600 - 1800 only.

Labor
(regular time)  *

Labor
(regular over time)  *

Labor
(Sundays)  *

b.  Unplanned
Projects: Projects requested with less than 72 hours notice.

Labor
(regular time)  *

Labor
(regular over time)  *

Labor
(Sundays)  *

c.  Holiday
rates will be provided upon request. Holidays are defined by the Airborne Transportation Holiday Schedule.

d.  Normal
management hours and responsibilities are included in Overhead Charges. If additional management involvement is required to supervise a project it will be
billed at a rate of  *  . ALS and
MZI will mutually agree that additional management involvement is required prior to assignment or billing.

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12. Physical Inventory Charges

All Physical Inventory Counts are billed to MZI in the following manner (hours required for physical inventory preparation and post physical reconciliation
will also be included):

a.  Labor
(regular time)  *

Labor
(over time)  *

Labor
(Sunday)  *

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Labor (Supervisor)  *

b.  Equipment  *

c.  Management
Fee  *

13. Systems Support

ALS provides immediate on-site support of MZI systems when necessary. This is charged by the hour and billed weekly. There is a minimum charge. of 30 minutes
per occurrence,

a.  Routine
Maintenance:  *

Service
Calls not requiring response within 30 minutes.
Times Available: 9:00 a.m. - 2:00 a.m. Eastern Standard Time (M-F)

b.  Urgent
Support:  *

Service
call will be made within 30 minutes of request.
Times Available: 9:00 a.m. - 2:00 a.m. Eastern Standard Time (M-F)

c.  Weekends/After
Hours/Holiday Support: Price  *

After
Hours: (2:01 a.m. - 8:59 a.m., 7 days per week)

Weekends
(Saturday 2:01 a.m. - Monday 8:59 a.m.)

Holidays
as defined by Airborne Transportation Holiday Schedule.

15. Will Call Fee

There will be a  *  to all Will Call orders. This will be applied when a customer requests to pick the order up at ALS between
the 06002000, MondaySaturday. Will Call orders have special handling and staging requirements that require additional labor and security measures.

16. New Capital Purchase



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Amendment 5  Schedule 1B  Terms and Conditions

For purposes of this Fifth Amendment, the following Terms and Conditions shall apply for the period 9/1/00 through 8/31/03.



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*
= redaction

IN
WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.

|MULTIPLE ZONES INTERNATIONAL, |  | AIRBORNE LOGISTICS SERVICES, INC.
|----------------------------- |  | ---------------------------------

a division of ABX Air Inc.

|By:  | [Illegible] |  | By: | [Illegible]                
|---- | ----------- |  | --- | ---------------------------
|Its: | CFO         |  | By: | Sr. Vice President9.15.2000

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