<PAGE>

[US BANK LOGO]

                                  LOAN AGREEMENT

<TABLE>
<CAPTION>
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  PRINCIPAL        LOAN DATE     MATURITY    LOAN NO   CALL    COLLATERAL     ACCOUNT      OFFICER   INITIAL
<S>               <C>           <C>          <C>       <C>     <C>           <C>           <C>       <C>
$15,000,000.00    12-10-1999    06-30-2000     391                 070       6057628480     TWC02       TL
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         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.
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BORROWER:  MULTIPLE ZONES INTERNATIONAL, INC.    LENDER:  U.S. BANK NATIONAL ASSOCIATION
           707 SOUTH GRADY WAY                            EAST KING COUNTY CORPORATE BANKING
           RENTON, WA 98055                               10800 NE 8TH STREET, SUITE 1000
                                                          BELLEVUE, WA 98004
</TABLE>

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THIS LOAN AGREEMENT between MULTIPLE ZONES INTERNATIONAL, INC. ("Borrower") and
U.S. Bank 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
accommodations, including those which may be described on any exhibit or
schedule attached to this Agreement. All such loans and financial
accommodations, 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 sole judgment 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 13, 1999, and shall
continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full and the parties 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 of Borrower as provided below in the paragraph titled
     "Subsidiaries and Affiliates."

     BORROWING BASE.  The words "Borrowing Base" mean, as determined by Lender
     from time to time, the lesser of (a) $15,000,000.00; or (b) 70.000% of
     the aggregate amount of Eligible Accounts.

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

     CERCLA.  The word "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, credits, 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 sole 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 or federal bankruptcy, insolvency,
          or debtor-in-relief acts; or who has had appointed a trustee,
          custodian, or receiver for the assets of such Account Debtor; or who
          has 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 60 days past
          due. The entire balance of any Account of any single Account debtor
          will be ineligible whenever the portion of the Account past due 60
          days is in excess of 25.00% of the total amount outstanding on the
          Account.

          (j)  Datings, Progress Billings, Retainages, Cash Sales, Cash on
          Delivery, Service Charges.

     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
     titled "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.

     INDEBTEDNESS.  The word "Indebtedness" means and includes without
     limitation all Loans, together with all other obligations, debts and
     liabilities of Borrower to Lender, or any one 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.

     LENDER.  The word "Lender" means U.S. Bank National Association, its
     successors and assigns.

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

<PAGE>


12-10-1999                         LOAN AGREEMENT                         PAGE 2
LOAN NO 391                         (CONTINUED)
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     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 thereafor.

     PERMITTED LIENS. The words "Permitted Liens" mean: (a) liens and security
     interests securing indebtedness owed 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 titled "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 the 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, 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 titled "Compliance
          Certificate."

     MAKING LOAN ADVANCES. Advances under the credit facility, as well as
     directions for payment from Borrower's accounts, may be requested 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
     instructions 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
     with 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 and general
intangibles. 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 the 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 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.

     COLLATERAL SCHEDULES. Concurrently with the execution and delivery
     of this Agreement, Borrower shall execute and deliver to Lender a
     schedule of Accounts and Eligible Accounts, in form and substance
     satisfactory to the Lender. Thereafter Borrower shall execute and
     deliver to Lender such supplemental schedules of Eligible Accounts and
     such other matters and information relating to Borrower's Accounts as
     Lender may request. Supplemental schedules shall be delivered according
     to the following schedules:


<PAGE>

12-10-1999                    LOAN AGREEMENT                              PAGE 3
LOAN NO 391                    (CONTINUED)
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     AGINGS OF ACCOUNTS RECEIVABLE AND PAYABLE. Borrower covenants and agrees
     with Lender that, while this Agreement is in effect, Borrower shall deliver
     to Lender within twenty (20) days after the end of each month, a detailed
     aging of Borrower's accounts and contracts receivable and accounts payable
     as of the last day of that quarter, together with an explanation of any
     adjustments made at the end of that quarter, all in a form acceptable to
     Lender.

     CUSTOMER LISTING. Borrower agrees with Lender that, while this Agreement is
     in effect, Borrower will furnish Lender, no later than twenty (20) days
     after the end of each fiscal quarter and in form satisfactory to Lender, a
     current listing of Accounting Debtors and their addresses.

     BORROWING BASE CERTIFICATE. Unless waived in writing by Lender, Borrower
     agrees to provide Lender with a Borrower's Certificate within twenty (20)
     days after the end of each month and with each Advance. Each Borrower's
     Certificate shall be in a form acceptable to Lender, duly executed by
     Borrower and detailing the status of the Line of Credit as of the date
     thereon.

     REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS. With respect to the
     Accounts, Borrower represents and warrants to Lender: (a) Each Account
     represented by Borrower to be an Eligible Account for purposed 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. 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 Washington
     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 not 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 statement, 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 or 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 user 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 with 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 tests 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 at 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 investigating 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 of a
     hazardous waste or substance on the properties. 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 not 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 and 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.

     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 REPRESENTATION 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
     changed 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 principles, applied on a consistent basis
<PAGE>

12-10-1999                        LOAN AGREEMENT                          PAGE 4
LOAN NO 391                        (CONTINUED)
--------------------------------------------------------------------------------

     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 than sixty (60) 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 convenants and
     ratios:

     (F4) BORROWER AGREES AND UNDERSTANDS THAT COMPLIANCE WITH ALL RATIOS AND
     COVENANTS WILL BE TESTED QUARTERLY. 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
     least 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 holder 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
     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 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
     QUARTERLY 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 with 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 government 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.

     ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory
     notes, mortgages, deeds of trust, security agreements, financing
     statements, instruments, documents and other agreements as Lender or its
     attorneys may reasonably request to evidence and secure the Loans and to
     perfect all Security interests.

NEGATIVE COVENANTS. Borrower covenants 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 of 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 different than those in which Borrower is presently engaged,
     (b) cease operations, liquidate, merge, transfer, acquire or consolidate
     with any other entity, change ownership, change its name, dissolve or
     transfer or sell Collateral out of 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


<PAGE>

12-10-1999                         LOAN AGREEMENT                         PAGE 5
LOAN NO 391                          (CONTINUED)

================================================================================

     of a Subchapter S Corporation because of their ownership of shares of stock
     of Borrower, or (d) purchase or retire any of Borrower's outstanding shares
     or alter or amend Borrower's capital structure.

     LOANS, 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 or
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.

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

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 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 as Lender requests from time to
time.

ACCESS LAWS. Without limiting the generality of any provision of this agreement
requiring Borrower to comply with applicable laws, rules and regulations,
Borrower agrees that it will at all times comply with applicable laws relating
to disabled access including, but not limited to, all applicable titles of the
Americans with Disabilities Act of 1990.

COLLATERAL AUDITS. Borrower agrees that Lender without limitation may require
semi-annual collateral audits, the cost of which will be borne by Borrower.

RIGHT OF SETOFF. Borrower grants to Lender a contractual 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 Keogh 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,
and, at Lender's option, to administratively freeze all such accounts to allow
Lender to protect Lender's charge and setoff rights provided on this paragraph.

EVENTS OF DEFAULT. Each of the following shall constitute an 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 affect 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. This 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 includes 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 obligation 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 be 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 an
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 of parties sought to be charged or bound by the alteration or
     amendment.

     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 any 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 sale 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 disputee, 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. Judgment 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, laches, and similar doctrines
     which would otherwise be applicable in any action brought by a party shall
     be applicable in any arbitration proceeding, and the commencement of an
     arbitration proceeding shall be deemed the commencement of an action for
     these purposes. The Federal Arbitration Act shall apply to 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 in interpret or define the provisions
     of 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
<PAGE>

12-10-1999                         LOAN AGREEMENT                         PAGE 6
LOAN NO 391                          (CONTINUED)

================================================================================

     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 interest 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' fees, 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-judgment 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 (unless otherwise required
     by law), 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 parties, 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 Borrowers. 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 in 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 10,
1999.

BORROWER:

MULTIPLE ZONES INTERNATIONAL, INC.

By:     /s/ [illegible]
----------------------------------------------------
   AUTHORIZED OFFICER, TITLE
                          SUP & CFO
                          ---------


LENDER:

U.S. BANK NATIONAL ASSOCIATION

By:     /s/ Tony W. Chalfant, V.P.
----------------------------------------------------
   AUTHORIZED OFFICER

===============================================================================
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.28 (c) 1999 CFI ProServices, Inc.
All rights reserved. [WA-C40 ZONE.LNC12.OVL]

<PAGE>

                           ALTERNATIVE RATE OPTIONS
                               PROMISSORY NOTE
                             (PRIME RATE, LIBOR)

$15,000,000.00                                            Dated as of: 12/13/99
-----------------------------                                          --------

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 COMMERCIAL LOAN SERVICE CENTER-WEST AT 555 S.W. OAK, PORTLAND, OR.
97220, 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, Minneapolis, Minnesota, New York
City or Seattle, Washington 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.

    "Dow Jones Page 3750" means the display designated as such on the Dow
Jones Markets Service (formerly known as Telerate) (or such other page as may
replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks for United States Dollar deposits).

    "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 1, 2, 3
OR 6 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
commence on or after MAY 31, 2000; (iii) no LIBOR Interest Period shall be
selected which would extend beyond JUNE 30, 2000; (iv) 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; (v)
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 (vi) 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 average offered
rate for deposits in United States Dollars (rounded upwards, if necessary, to
the nearest 1/16 of 1%) for delivery of such deposits on the first day of
such LIBOR Interest Period, for the number of months therein, which appears
on Dow Jones Page 3750 as of 11:00 a.m., London time (or such other time as
of which such rate appears) on the day that is two Business Days preceding
the first day of such LIBOR Interest Period; or the rate for such deposits
determined by Lender at such time based on such other published service of
general application as shall be selected by Lender for such purpose;
provided, that in lieu of determining the rate in the foregoing manner, Lender
may determine the rate based on the rates offered to Lender for deposits in
United States Dollars (rounded upwards, if necessary, to the nearest 1/16 of
1%) in the interbank eurodollar market at such time for delivery on the first
day of such LIBOR Interest Period for the number of months therein; and
provided, further, that in any case 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 or reference 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 variable per annum rate equal to
the Prime Rate plus 0.750%.

    (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 2.500% per
annum.

    (ii)      Borrower may obtain LIBOR Borrowing Rate quotes from Lender
before 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.

Libor-wa (Washington) (6/99) LHH                                   Page 1 of 4

<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) no late than 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 (4) 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 will indemnify Lender upon demand against any loss or expense
which Lender may sustain or incur (including, without limitation, any loss or
expense sustained or incurred in obtaining, liquidating or employing deposits or
other funds acquired to effect, fund or maintain any portion of the loan or any
Advance) as a consequence of (A) any failure of Borrower to make any payment
when due of any amount due hereunder, (B) any failure of Borrower to borrow, if
permitted by the terms of this note, continue or convert any portion of the
Prime Rate Amount to a LIBOR Amount, on a date specified therefor in a notice
thereof, or (C) any payment, voluntary or mandatory or mandatory prepayment or
payment on default or conversion of any LIBOR Amount to the Prime Borrowing
Rate, on a date other than the last day of the applicable LIBOR Interest Period.
Determinations by Lender of the amount required to indemnify Lender shall be
conclusive in the absence of manifest error.

     (vii) Notwithstanding any provision of this note to the contrary, Lender
shall be entitled to fund and maintain its funding of all or any part of the
loan evidenced by this note in any manner it elects; it being understood,
however, that with respect to any LIBOR Amount, all determinations hereunder
shall be made as if Lender had actually funded and maintained each LIBOR Amount
during the LIBOR Interest Period applicable to it through the purchase of
deposits having a term corresponding to such LIBOR Interest Period and bearing
an interest rate equal to the LIBOR Rate for such LIBOR Interest Period (whether
or not Lender shall have granted any participations in such LIBOR Amounts).

     (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 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, 2000.

     / /       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, 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.

     / /       ___________________________________.

(b)  INTEREST.

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

               X    on the LAST day of DECEMBER, 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 December, 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,
                    1999, THE COMPANY REPORTS A QUARTERLY PROFIT, THE INTEREST
                    RATE OPTIONS WILL IMMEDIATELY DECREASE TO THE PRIME
                    BORROWING RATE PLUS 0.000 PER ANNUM FULLY FLOATING OR THE
                    LIBOR BORROWING RATE PLUS 1.750 PER ANNUM.

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.

Libor-wa (Washington) (6/99)LHH                                      Page 2 of 4
<PAGE>

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 153504884322 with Lender. 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 or any affiliate of 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; provided, however, that if any
proceeding under any bankruptcy or insolvency law is commenced by or against
Borrower, the availability of Advances shall be immediately terminated
without notice and the entire Principal Balance and all accrued interest
shall, without notice, become immediately due and payable. 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) nore 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.  REQUEST 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:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
unless Lender is otherwise instructed in writing.

(c)  All Advances shall be disbursed by deposit directly to Borrower's account
number ________________________ with 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 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.

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 of 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.

Libor-wa (Washington) (6/99)LHH                                      Page 3 of 4
<PAGE>

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, three 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.  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 agrees
that this representation will be true and correct on any 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 as Lender requests from time to
time.

25.  RENEWAL AND EXTENSION. This Note is given in renewal and extension and not
in novation of the following described indebtedness: That certain Promissory
Note dated February 28, 1999, in the amount of $15,000,000.00 executed by
Borrower payable to Lender. It is further agreed that all liens and security
interest securing said indebtedness are hereby renewed and extended to secure
the Note and all renewals, extensions and modifications thereof.

26.  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.

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)

illegible   SUP & CFO
----------------------------------
AUTHORIZED OFFICER, TITLE

--------------------------------------------------------------------------------

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


                                                  U.S. BANK NATIONAL ASSOCIATION


                                                  By: /s/ Tony W. Chalfant
                                                     ---------------------------
                                                  Title:  Vice President
                                                        ------------------------
                                                  Date:   12/14/99
                                                       -------------------------

Libor-wa (Washington) (6/99)LHH                                     Page 4 of 4