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                                   PROMISSORY NOTE

$6,000,000.00                                                Seattle, Washington
                                                                October 17, 1997

    FOR VALUE RECEIVED, EAGLE HARDWARE & GARDEN, INC., a Washington
corporation, ("BORROWER") promises to pay, in lawful money of the United States
of America, to the order of KEYBANK NATIONAL ASSOCIATION ("LENDER"), at 700
Fifth Avenue, Mailcode WA-31-10-5285, 52nd Floor, Seattle, Washington
98104-5099, or such other place either within or without the State of Washington
as Lender may designate in writing from time to time, the principal sum of SIX
MILLION and NO/100 DOLLARS ($6,000,000.00) payable with interest as provided
below.

1.  INTEREST.  The principal balance of this Note shall bear interest at a
variable rate per annum ("LIBOR BASED RATE") equal to one and one quarter
percent (1.25%) above the LIBO Rate.  The LIBOR Based Rate shall be adjusted and
based on the LIBO Rate in effect two "BUSINESS DAYS" before each "ADJUSTMENT
DATE."

  1.1    DEFINITIONS.  The following terms are defined as follows:

    (a)    LIBO RATE means the percentage rate of interest at which thirty (30)
    day deposits in United States dollars in the amount of the LIBOR Advance
    are offered to major banks in the London Interbank Market two Business Days
    before the applicable Adjustment Date.  The LIBO Rate shall be the "offered
    to" rate reported by a reliable source for LIBOR quotes selected by Lender
    in its sole discretion.  If two or more applicable "offered to" rates are
    reported by that source, the LIBO Rate shall be the arithmetic mean of such
    rates.  If LIBOR quotes are not available in the London Interbank Market,
    Lender may substitute a comparable interest rate index selected by Lender
    in the exercise of its sole and absolute discretion, and in such case
    reference herein to the LIBO Rate shall be to such comparable interest rate
    index.

    (b)    ADJUSTMENT DATE means the first day of each calendar month.

    (c)    BUSINESS DAY means any day on which dealings in deposits in United
    States dollars are conducted in the London Interbank Market other than
    Saturday, Sunday or a day on which national banks in Seattle, Washington
    are authorized or required by law to be closed.

  1.2    INAPPLICABILITY OF LIBOR BASED RATE.  No LIBOR Based Rate shall be
  available if any change in applicable law, rules or regulations, or in the
  interpretation thereof by any governmental agency or regulatory authority
  with jurisdiction, makes it unlawful for Lender to apply a LIBOR Based Rate
  to this Note.  In such event, from and after the date on which the LIBOR
  Based Rate becomes unlawful, the interest rate on this Note shall be based on
  a reasonably comparable interest rate index selected by Lender.


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  1.3    LIBOR COSTS.  Borrower agrees to pay to Lender on demand and as
  additional interest, such amounts as will compensate Lender for any cost to
  Lender of any reserve or special deposit requirements against assets held by
  or deposits in or for the amount of any loans by Lender which are imposed on
  or are applicable to Lender from time to time under or pursuant to (A) any
  law, treaty or regulation (or any interpretation thereof) now or hereafter in
  effect (including Regulation D of the Board of Governors of the Federal
  Reserve System), or (B) any other requirement imposed by any central bank or
  such other authority, whether or not having the force of law.  A certificate
  from Lender as to the amount of such cost shall be binding and conclusive
  absent manifest error.

2.  PAYMENTS.  On the date which is one month after the date of this Note, and
continuing on the same day of the month each month thereafter, Borrower shall
make monthly payments of principal and interest consisting of the sum of: (a)
all interest accrued through the last payment date, and (b) a payment of
principal in the amount of FIFTY THOUSAND and no/100 DOLLARS ($50,000.00).

3.  MATURITY.  The entire principal balance and all accrued interest shall
become immediately due and payable on November 1, 2007 ("MATURITY DATE").

4.  PREPAYMENT.  This Note may be prepaid in whole or in part without
prepayment premium upon no less than thirty (30) days prior written notice to
Lender and only upon an Adjustment Date (or if the Adjustment Date is not a
Business Day, on the next succeeding Business Day). No partial prepayment shall
reduce the amounts or postpone the due dates of any monthly payments required
under this Note.

5.  LATE CHARGE.  If any monthly payment is not made within fifteen (15) days
of the due date, Borrower shall pay to Lender on demand a late charge equal to
five percent (5%) of the amount of the payment to defray the overhead expenses
of Lender incident to the delay.

6.  SECURITY; LOAN DOCUMENTS.  This Note is secured by three Deeds of Trust,
Assignments of Rents and Leases and Security Agreements (together, the "DEEDS OF
TRUST") encumbering real and personal property ("PROPERTY") as follows:  a
second lien Deed of Trust on the Property located in Boulder County, Colorado;
and first-lien Deeds of Trust on the Property located in Utah County, Utah, and
Pierce County, Washington.  The Deeds of Trust prohibit a transfer or
encumbrance of the Property, or the transfer of ownership interests in the owner
of the Property and certain entities holding ownership interests in the owner of
the Property, subject to certain exceptions stated in the Deeds of Trust.  This
Note, the $8,000,000 promissory note made by Borrower in favor of Lender dated
the same as this Note, the $11,000,000 promissory note made by Borrower in favor
of Lender dated the same as this Note, the Deeds of Trust, and all related
documents and instruments are collectively referred to as the "LOAN DOCUMENTS."

7.  EVENT OF DEFAULT.  Any of the following is an "EVENT OF DEFAULT":  (a)
Borrower fails to make any delinquent payment under this Note within three (3)
days of Lender's notice and demand to Borrower; or (b) there is an Event of
Default as defined in any of the other Loan Documents.


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8.  REMEDIES; DEFAULT INTEREST.  Upon any Event of Default, Lender may declare
the entire principal balance and all accrued interest immediately due and
payable.  Whether or not Lender exercises such option to accelerate, the entire
principal balance, all accrued interest, and all other amounts payable under
this Note and the Loan Documents shall bear interest from the date of the Event
of Default at a default rate equal to five percent (5%) plus the rate of
interest otherwise payable under this Note.  Such default interest shall be
payable on demand.  Lender's failure to exercise any right or remedy shall not
be a waiver of the right to exercise the same upon any subsequent Event of
Default.  The foregoing remedies shall be in addition to all other legal and
equitable rights and remedies of Lender.

9.  GENERAL.

  9.1    WAIVERS.  Except as otherwise provided in this Note and the Loan
  Documents, Borrower waives all notices required by law; including without
  limitation presentment and demand for payment, protest, and notice of demand,
  protest, dishonor and nonpayment.

  9.2    COLLECTION EXPENSES.  Borrower shall reimburse Lender on demand for
  all reasonable legal fees and other costs and expenses incurred in collecting
  or enforcing this Note and the other Loan Documents, and protecting or
  realizing on any collateral.  Such fees, costs and expenses shall include
  those incurred with or without suit and in any appeal, any proceedings under
  any present or future federal bankruptcy act or state receivership, and any
  post-judgment collection proceedings.

  9.3    JOINT AND SEVERAL LIABILITY.  Each person or entity executing this
  Note as Borrower is jointly and severally liable for all obligations and
  liabilities of Borrower under this Note and the Loan Documents.

  9.4    BUSINESS PURPOSE.  Borrower warrants and represents that all funds
  advanced under this Note shall be applied to and are intended solely for
  business or commercial purposes.

  9.5    GOVERNING LAW.  This Note and the other Loan Documents shall be
  construed, enforced and otherwise governed exclusively by the laws of the
  State of Washington except for matters relating to the validity and
  enforcement of the liens of the Deeds of Trust encumbering Property which is
  not located in Washington, in which case the laws of the state in which that
  Property is located shall govern the validity and enforceability of the lien
  of that Deed of Trust.  Borrower agrees that to the fullest extent permitted
  by law, Washington law shall apply to all actions, defenses and remedies
  including without limitation the existence and calculation of any deficiency
  judgment upon foreclosure of any of the Deeds of Trust.

  9.6    JURISDICTION AND VENUE.  Borrower agrees that to the fullest extent
  permitted by law, the courts of the State of Washington, at Lender's sole and
  exclusive election, shall have exclusive jurisdiction of all actions,
  proceedings, defenses or remedies arising out of the execution or enforcement
  of this Note or any of the other Loan Documents except as to the validity of
  or proceedings to foreclose the liens of the


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  Deeds of Trust encumbering Property which is not located in Washington, in
  which case the courts of the state in which that Property is located shall
  have exclusive jurisdiction to determine the validity of nonjudicial
  proceedings or to conduct judicial proceedings to foreclose the lien of that
  Deed of Trust.  Borrower consents to personal jurisdiction in the courts of
  Washington, Utah and Colorado, as provided herein.  Borrower waives any
  objection based upon FORUM NON CONVENIENS.

  9.7    NOTICE.  Any notice to Borrower under this Note shall be to the
  address noted below, or such other address as may be designated in writing by
  Borrower, and such notice shall be deemed given on the date delivered in the
  case of personal delivery or, if mailed, three (3) days after the postmark
  thereof.

  9.8    REPLACEMENT NOTE.  If this Note is lost, stolen, destroyed or
  mutilated, Borrower shall execute a replacement note upon the written request
  of the Lender.

  9.9    TIME.  Time is of the essence for purposes of this Note and the other
  Loan Documents.

  9.10   ASSIGNMENT OF NOTE.  The term "LENDER" includes any subsequent holder
  of or participant in this Note and the other Loan Documents.  Lender may
  assign this Note and the Loan Documents in whole or in part.  Lender may make
  available to any proposed assignee or participant all credit and financial
  data with respect to Borrower as may be in the possession of the Lender.
  Borrower agrees to provide any additional information that any proposed
  assignee or participant may reasonably request.

EXCEPT AS OTHERWISE PROVIDED IN THIS NOTE OR THE OTHER LOAN DOCUMENTS, BORROWER
ACKNOWLEDGES LIABILITY FOR PAYMENT OF ALL AMOUNTS OWING UNDER THIS NOTE AND THE
OTHER LOAN DOCUMENTS AND AGREES THAT LENDER DOES NOT HAVE TO FORECLOSE ITS DEED
OF TRUST OR ANY OTHER COLLATERAL BEFORE DEMANDING FULL PAYMENT FROM BORROWER.

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ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
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    IN WITNESS WHEREOF, Borrower executes this Note as of the day and year
first above written.

                                       "BORROWER"

                                       EAGLE HARDWARE & GARDEN, INC., a
                                       Washington corporation

                                       By:  Ronald Maccarone
                                            ----------------------------
                                                      its  EVP/CFO
                                            ----------    --------------

                                       Borrower's Address:
                                            Eagle Hardware & Garden
                                            981 Powell Avenue S.W.
                                            Renton, Washington 98055

                                       Borrower's tax identification number:
                                            91-1465348


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