<PAGE>

                                                                   EX-10.22


                           ALTERNATIVE RATE OPTIONS
                               PROMISSORY NOTE
                             (PRIME RATE, LIBOR)

$15,000,000.00                                    DATED AS OF: FEBRUARY 28, 1999
--------------------------------------------------------------------------------

MULTIPLE ZONES INTERNATIONAL, INC.                                  ("Borrower")
--------------------------------------------------------------------

U.S. BANK 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 from 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 $15,000,000.00.

3.    PROMISE TO PAY. For value received Borrower promises to pay to Lender 
or order at U.S. BANK NATIONAL ASSOCIATION, 555 S.W. OAK, PORTLAND, OR 97204, 
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 be irrevocable. The rate 
options are the Prime Borrowing Rate and the LIBOR Borrowing Rate, each as 
defined herein.

(a)   DEFINITIONS. 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; provided, however that when used 
in connection with a LIBOR Rate, LIBOR Amount or LIBOR Interest Period such 
term shall also exclude any day on which dealings in U.S. dollar deposits are 
not carried on in the London interbank market.

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

           "LIBOR Interest Period" means as to any LIBOR Amount, a period of 
ONE, TWO, THREE or SIX months commencing on the date the LIBOR Borrowing Rate 
becomes applicable thereto; PROVIDED, however, that: (i) the first day of 
each LIBOR Interest Period must be a Business Day; (ii) no LIBOR Interest 
Period shall be selected which would extend beyond AUGUST 31, 1999; (ii) no 
LIBOR Interest Period shall extend beyond the date of any principal payment 
required under Section 6 of this note, unless the sum of the Prime Rate 
Amount, plus LIBOR Amounts with LIBOR 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; (iv) any LIBOR 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 LIBOR Interest Period into another calendar month, in which event 
the LIBOR Interest Period shall end on the immediately preceding Business Day; 
and (v) any LIBOR Interest Period that begins on the last Business Day of a 
calendar month (or on a day for which there is no numerically corresponding 
day in the calendar month at the end of such LIBOR Interest Period) shall end 
on the last Business Day of a calendar month.

           "LIBOR Rate" means, for any LIBOR Interest Period, the rate per 
annum (computed on the basis of a 360-day year and the actual number of days 
elapsed and rounded upward to the nearest 1/16 of 1%) established by Lender 
as its LIBOR Rate, based on Lender's determination, on the basis of such 
factors as Lender deems relevant, of the rate of interest at which U.S. dollar 
deposits would be offered to U.S. Bank National Association in the London 
interbank market at approximately 11 a.m. London time on the date which is two 
Business Days prior to the first day of such LIBOR Interest Period for 
delivery on the first day of such LIBOR Interest Period for the number of 
months therein; provided, however, that the LIBOR Rate shall be adjusted to 
take into account the maximum reserves required to be maintained for 
Eurocurrency liabilities by banks during each such LIBOR Interest Period as 
specified in Regulation D of the Board of Governors of the Federal Reserve 
System or any successor regulation.

           "Prime Rate" means 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 the Prime Rate is applicable under Section 4(b) or 11(b), the 
interest rate hereunder shall be adjusted without notice effective on the day 
the Prime Rate changes, but in no event shall the rate of interest be higher 
than allowed by law.

           "Prime Rate Amount" means any portion of the Principal Balance 
bearing interest at the Prime Borrowing Rate.

(b)  THE PRIME BORROWING RATE.

     (i)   The Prime Borrowing Rate is a per annum rate equal to the 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 effective 
date (which must be a Business Day) and principal amount of the Advance or 
increase in the Prime Rate Amount, and whether Borrower is requesting a new 
Advance under a line of credit or conversion of a LIBOR Amount to the Prime 
Borrowing Rate.

    (iii)   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 LIBOR Borrowing Rate is in effect.

(c) THE LIBOR BORROWING RATE.

    (i)     The LIBOR Borrowing Rate is the LIBOR Rate plus 1.750% per annum.

    (ii)    Borrower may obtain LIBOR Borrowing Rate quotes from Lender 
between 8:00 a.m. and 10:00 a.m. (Portland, Oregon time) on any Business 
Day. Borrower may request an Advance, conversion of any portion of the 
Prime Rate Amount to a LIBOR Amount or a new LIBOR Interest Period for an 
existing LIBOR Amount, at such rate only by giving Lender notice in 
accordance with Section 4(c)(iii) before 10:00 a.m. (Portland, Oregon time) 
on such day.


<PAGE>

    (iii)  Whenever Borrower desires to use the LIBOR 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 10:00 a.m. 
(Portland, Oregon time) two (2) Business Days prior to the desired effective 
date of such rate. Any oral notice shall be given by, and any written notice 
or confirmation of an 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, LIBOR Interest Period and LIBOR Amount, and 
whether Borrower is requesting a new Advance at the LIBOR Borrowing Rate 
under a line of credit, conversion of all or any portion of the Prime Rate 
Amount to a LIBOR Amount, or a new LIBOR Interest Period for an outstanding 
LIBOR Amount. Notwithstanding any other term of this note, Borrower may 
elect the LIBOR Borrowing Rate in the minimum principal amount of $500,000.00 
and in multiples of $100,000.00 above such amount; PROVIDED, however, that no 
more than FOUR separate LIBOR Interest Periods may be in effect at any one 
time.

    (iv)  If at any time the LIBOR Rate is unascertainable or unavailable to 
Lender or if LIBOR Rate loans become unlawful, the option to select the LIBOR 
Borrowing Rate shall terminate immediately. If the LIBOR Borrowing Rate is 
then in effect, (A) it shall terminate automatically with respect to all 
LIBOR Amounts (i) on the last day of each then applicable LIBOR 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.

    (v)  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 the 
LIBOR 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) 
to 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(c)(v), Borrower may upon 
three (3) Business Days' notice to Lender pay the accrued interest on all 
LIBOR Amounts, together with any additional amounts payable under Section 
4(c)(vi). 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 LIBOR Amounts.

    (vi) Borrower shall pay to Lender, on demand, such amount as Lender 
reasonably determines (determined as though 100% of the applicable LIBOR 
Amount had been funded in the London interbank market) is necessary to 
compensate Lender for any direct or indirect losses, expenses, liabilities, 
costs, expenses or reductions in yield to Lender, whether incurred in 
connection with liquidation or re-employment of funds or otherwise, incurred 
or sustained by Lender as a result of: (A) Any payment or prepayment of a 
LIBOR Amount, termination of the LIBOR Borrowing Rate or conversion of a 
LIBOR Amount to the Prime Borrowing Rate on a day other than the last day of 
the applicable LIBOR Interest Period (including as a result of acceleration 
or a notice pursuant to Section 4(c)(v)); or (B) Any failure of Borrower to 
borrow, continue or prepay any LIBOR Amount or to convert any portion of the 
Prime Rate Amount to a LIBOR Amount after Borrower has given a notice thereof 
to Lender.

    (vii)  If Borrower chooses the LIBOR 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 London interbank market. Lender's determination 
of the LIBOR Borrowing Rate and any such taxes or charges shall be conclusive 
in the absence of manifest error.

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

    (ix)  Nothing contained in this note, including without limitation the 
determination of any LIBOR Interest Period or Lender's quotation of any LIBOR 
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 AUGUST 31, 1999.
    / /  on ______.
    / /  subject to Section 8, in installments of
         / /  ____ each, plus accrued interest, beginning on ____ and on the 
              same day of each ____ thereafter until _____ when the entire 
              Principal Balance plus interest thereon shall be due and payable.
         / /  ____ each, including accrued interest, beginning on ____ and on 
              the same day of each ____ thereafter until _____ when the entire 
              Principal Balance plus interest thereon shall be due and payable.
    / /  _____.

(b) INTEREST.

    (i)  Interest on the Prime Rate Amount shall be paid:

         /X/  on the LAST day of MARCH, 1999 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.
         / /  ____.

    (ii) Interest on all LIBOR Amounts shall be paid:

         / /  on the last day of the applicable LIBOR Interest Period, and if 
              such LIBOR Interest Period is longer than three months, on the
              last day of each three month period occurring during such LIBOR 
              Interest Period, and at maturity.
         /X/         on the LAST day of MARCH, 1999 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.
         / /  _____.

    (iii) PERFORMANCE PRICING: If during the term of the credit line 
facility, beginning with the quarter ending December 31, 1998, the company 
reports a quarterly Net Loss, the interest rate options will immediately 
increase to the Prime Borrowing Rate plus 0.75% per annum fully floating or 
the LIBOR Borrowing Rate plus 2.50% per annum.





<PAGE>
7.   PREPAYMENT.

(a)  Prepayments of all or any part of the Prime Rate Amount may be made at 
     any time without penalty.
(b)  Except as otherwise specifically set forth herein, Borrower may not 
     prepay all or any part of any LIBOR Amount or terminate any LIBOR Borrowing
     Rate, except on the last day of the applicable LIBOR Interest Period.
(c)  Principal prepayments will not postpone the date of or change the amount 
     of any regularly scheduled payment. At the time of any principal 
     prepayment, all accrued interest, fees, costs and expenses shall also be 
     paid.

8.   CHANGE IN PAYMENT AMOUNT. Each time the interest rate on this note 
changes 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 such 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 8, Borrower understands that, as a result of increases in the 
rate of interest, the final payment due, whether or not a "balloon" payment, 
shall include the entire Principal Balance and interest thereon then 
outstanding, and may be substantially more than the installment specified in 
Section 6.

9.  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 
that month.

10. PAYMENT BY AUTOMATIC DEBIT.

/x/ Borrower hereby authorizes Lender to automatically deduct the amount of 
all principal and interest payments from account number 153504684322 at 1420 
5th AVENUE, SEATTLE, WA 98101. 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 and non-sufficient funds 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.

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

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 either now 
or at the time made or furnished. (v) Borrower dies, becomes insolvent, 
liquidates or dissolves, 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 general partner in Borrower or 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) There is any material adverse 
change in the financial condition or management of Borrower or Lender in good 
faith deems itself insecure with respect to the payment or performance of 
Borrower's obligations to Lender. 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 19 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 ____ of the following individuals to request
Advances and to select interest rate options; ____ unless Lender is otherwise 
instructed in writing.

(c) All Advances shall be disbursed by deposit directly to Borrower's account 
number ____ at ____ branch of Lender, or by cashier's check issued to Borrower.

(d) Borrower agrees that Lender shall have no obligation to verify the 
indentity of any person making any request pursuant to this 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 payables, 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.


<PAGE>

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.

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.  SEVERABILITY.  If any term or provision of this note is declared by a 
court of competent jurisdiction to be illegal, invalid or unenforceable for 
any reason whatsoever, such illegality, invalidity or unenforceability shall 
not affect the balance of the terms and provisions hereof, which terms and 
provisions shall remain binding and enforceable, and this note shall be 
construed as if such illegal, invalid or unenforceable provision had not been 
contained herein.

22.  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 ("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, there neutral arbitrators will decide all issues. All arbitrators 
will be active Washington State Bar members in good standing. All arbitration 
hearings will be held in Seattle, 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.

23.  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.

24.  DISCLOSURE.

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

25.  YEAR 2000.

Borrower has reviewed and assessed its business operations and computer 
systems and applications to address the "year 2000 problem" (that is, that 
computer applications and equipment used by Borrower, directly or indirectly 
through third parties, may be unable to properly perform date-sensitive 
functions before, during and after January 1, 2000). Borrower reasonably 
believes that the year 2000 problem will not result in a material adverse 
change in Borrower's business condition (financial or otherwise), operations, 
properties or prospects or ability to repay Lender. Borrower is in the 
process of implementing a plan to remediate year 2000 problems and will 
complete implementation of such plan with respect to any material year 2000 
problems, and testing thereof, by September 30, 1999. Borrower agrees that 
this representation will be true and correct on and shall be deemed made by 
Borrower on each date Borrower requests any advance under this Agreement or 
Note or delivers any information to Lender. Borrower will promptly deliver to 
Lender such information relating to this representation and covenant as 
Lender requests from time to time.

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)


       /s/ illegible               SVP Finance, CFO
----------------------------       ---------------------
NAME (AUTHORIZED OFFICER)          TITLE


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

                           Lender Name:   U.S. Bank National Association
                                       -----------------------------------

                           By:            /s/  illegible
                              --------------------------------------------

                           Title:         Vice President
                                 -----------------------------------------

                           Date:          2-16-99
                                ------------------------------------------