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                                 THIRD AMENDMENT
                                       TO
                       STORAGE AND DISTRIBUTION AGREEMENT


        THIS THIRD AMENDMENT TO STORAGE AND DISTRIBUTION AGREEMENT is entered 
into this 30th day of December 1997 by and between AIRBORNE LOGISTICS SERVICES, 
a division of ABX Air, Inc. ("ALS") and MULTIPLE ZONES INTERNATIONAL, INC., a
Washington corporation ("MZI").

                                    RECITALS

A.      MZI and Airborne Freight Corporation ("Airborne") entered into that
        certain Storage and Distribution Agreement dated September 28, 1992 (the
        "Primary Agreement").

B.      Airborne assigned all of its interest in and to the Agreement to ALS
        (the "Assignment").

C.      The term of the Primary Agreement was extended pursuant to that certain
        Letter Agreement dated May 23, 1995 (the "Extension"). The Primary
        Agreement was later amended by that certain First Amendment to Storage
        and Distribution Agreement dated December 22, 1995 (the "First
        Amendment"). The Primary Agreement was additionally amended by that
        certain Second Amendment to Storage and Distribution Agreement dated
        October 3, 1996 (the "Second Amendment"). The Primary Agreement, as
        amended, was further amended pursuant to that certain Letter Agreement
        dated October 10, 1997 (the "Second Extension"). The Primary Agreement,
        the Assignment, the Extension, the First Amendment, the Second
        Amendment, and the Second Extension, are referred to collectively herein
        as the "Agreement."

D.      The parties have agreed to modify the charges for services under the
        Agreement and extend the Term of the Agreement, all in accordance with
        this Amendment.

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

1.      Except as specifically amended herein, the Agreement shall remain in
        full force and effect.

2.      For the term of this Third Amendment (4/1/98 - 3/31/99), the provisions
        of the first paragraph of subparagraph 2.a and paragraph 3 of the First
        Amendment are hereby superseded and replaced in their entirety by
        Amendment 3, Schedule 1 ("Rates and Charges"), Schedule 1A
        ("Definitions"), Schedule 1B ("Terms and Conditions"), and Exhibit 1
        ("Revised Receiving, Inventory Control and Shipping Estimates") all of
        which are attached hereto.


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  3.    PACKAGING CHARGES
               A packaging charge of $.28 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.

  4.    STORAGE CHARGES
               A $6.25 per sq. ft. per year charge will be assessed with a
               minimum requirement of 84,480 sq. ft. The space will be in
               building 10 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 $10,154.

4A.     ADDITIONAL STORAGE CHARGES
               Additional Storage in building 10 may be rented at a rate
               negotiated at the time of the request from MZI. This space is
               subject to availability and will be rented in a minimum 2 bay
               quantity representing approximately 4,000 square feet (1 bay
               represents approximately 2,000 square feet).

5.      CONFIGURATIONS
               Sales orders requiring configuration work will be separated from
               non-configuration orders. These orders require additional
               handling, control and labor compared to a nonconfiguration order.
               This pricing assumes the configuration process in place at the
               time of this agreement remains constant.

6.      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.

7.      SDS ORDER FEE
               Fee added to all Airborne SDS packages for additional handling
               and labor requirements.

8.      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.

8A.     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.

9.      RETURN TO VENDOR CHARGE (RTV)
               Additional charge for preparation of all return to vendor 
               shipments.


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

11.     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.

12.     SPECIAL PROJECTS

               Any task or activity requested by MZI, not included in the listed
               item prices. Such activities include, but are not limited to
               liquidation's, bulk moves and specified training events. Please
               refer to the following schedule for specific labor charges
               (travel and associated expenses would be 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)     $ 15.00 hour
                            Labor (regular overtime) $ 22.50 hour
                            Labor (Sundays)          $ 30.00 hour

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

                            Labor (regular time)     $ 18.00 hour 
                            Labor (regular over time)$ 27.00 hour
                            Labor (Sundays)          $ 36.00 hour

               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 $ 28.50 / hour. ALS and MZI will mutually agree
                     that additional management involvement is required prior to
                     assignment or billing.


13.     PHYSICAL INVENTOR CHARGES
               All Physical Inventory Counts are billed to MZI in the following
               manner:
     
               a.     Labor (regular time)  S 18.00   hour
                      Labor (over time)     S 27.00   hour
                      Labor (Sunday)        $ 36.00   hour
                      Labor (Supervisor)    $ 28.50   hour
                      Holiday Pay           Available upon request
               b.     Equipment             Actual Cost as Needed
               C.     Management Fee        10% added to total labor cost


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14.     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: Price $30.00 / hour 
                        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: Price $50.00 / hour 
                        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 $80.00 /hour
                        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 $15.00 fee assessed 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
               If volumes or order characteristics change from the forecast
               amounts as shown in exhibit 1, so that additional capital
               equipment (non - replacement) is required to effectively run the
               MZI operation, ALS may bill MZI the charges for such equipment.
               The weekly charges to be billed to MZI will be negotiated between
               ALS and MZI prior to the time of purchase.


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




MULTIPLE ZONES INTERNATIONAL, INC.      AIRBORNE LOGISTICS SERVICES,
                                        a division of ABX Air, Inc.


By:         [SIG]                       By:                [SIG]           
   -------------------------------         ------------------------------- 
                                                                           
Its:       VP OPERATIONS                Its: VICE PRESIDENT AND GENERAL MANAGER
    ------------------------------          ------------------------------ 
                                        


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