Exhibit 10.1    $7,122,000 Loan Agreement dated December 31, 2002 and related
                amendment between TW Real Estate II, LLC and GE Capital
                Franchise Corporation



                                 LOAN AGREEMENT


         THIS LOAN AGREEMENT (this  "Agreement") is made as of December 31, 2002
(the "Closing Date"), by and between GE CAPITAL FRANCHISE FINANCE CORPORATION, a
Delaware corporation  ("Lender"),  and TW REAL ESTATE I, LLC, a Delaware limited
liability company ("Borrower").

                                   AGREEMENT:

         In  consideration  of the  mutual  covenants  and  provisions  of  this
Agreement, the parties agree as follows:

         1. Definitions.  The following terms shall have the following  meanings
for all purposes of this Agreement:

         "ADA" means the Americans  with  Disabilities  Act of 1990, as such act
may be amended from time to time.

         "Affiliate" means any Person which directly or indirectly controls,  is
under common control with, or is controlled by any other Person. For purposes of
this  definition,  "controls",  "under common control with" and  "controlled by"
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the  management  and policies of such Person,  whether  through
ownership of voting securities or otherwise.

         "Anti-Money Laundering Laws" means all applicable laws, regulations and
government  guidance  on the  prevention  and  detection  of  money  laundering,
including 18 U.S.C. ss. ss. 1956 and 1957, and the BSA.

         "Applicable  Regulations" means all applicable  statutes,  regulations,
rules,  ordinances,  codes,  licenses,  permits,  orders and  approvals  of each
Governmental Authority having jurisdiction over the Premises, including, without
limitation,  all health,  building, fire, safety and other codes, ordinances and
requirements,   all   applicable   standards  of  the  National  Board  of  Fire
Underwriters  and the ADA and all policies or rules of common law, in each case,
as amended, and any judicial or administrative interpretation thereof, including
any  judicial  order,  consent,  decree  or  judgment  applicable  to any of the
Borrower Parties or any of the Lessee Parties.

         "Borrower Parties" means, collectively,  Borrower and any guarantors of
the Loans (including, in each case, any predecessors-in-interest).

         "BSA" means the Bank Secrecy Act (31  U.S.C.ss.ss.  5311 et. seq.), and
its  implementing  regulations,  Title 31 Part 103 of the U.S.  Code of  Federal
Regulations.

         "Business Day" means any day on which Lender is open for business other
than a Saturday, Sunday or a legal holiday, ending at 5:00 P.M. Phoenix, Arizona
time.

         "Change of  Control"  means a change in control of any of the  Borrower
Parties,  including,  without  limitation,  a change in control  resulting  from
direct or indirect transfers of voting stock or partnership, membership or other
ownership interests, whether in one or a series of transactions. For purposes of
this definition,  "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the  management and policies of any of
the Borrower Parties,  as applicable,  and a Change of Control will occur if any
of the following  occur:  (i) any merger or consolidation by any of the Borrower
Parties,  as applicable,  with or into any other entity; or (ii) if any "Person"
as defined in Section  3(a)(9) of the  Securities  and Exchange Act of 1934,  as
amended (the  "Exchange  Act"),  and as used in Section 13(d) and 14(d) thereof,
including  a "group"  as  defined in Section  13(d) of the  Exchange  Act,  who,
subsequent to the Closing,  becomes the  "beneficial  owner" (as defined in Rule
13d-3 under the Exchange Act), of securities of any of the Borrower Parties,  as
applicable,  representing 50% or more of the combined voting power of Borrower's
then outstanding securities (other than indirectly as a result of the redemption
by any of the Borrower Parties, as applicable, of its securities).

         "Closing"  means the  disbursement of the Loan Amounts by Title Company
as contemplated by this Agreement.


                                      1
<PAGE>

         "Code" means Title 11 of the United States Code, 11 U.S.C.  Sec. 101 et
seq., as amended.

         "Default Rate" has the meaning set forth in the Notes.

         "Entity" means any entity that is not a natural person.

         "Environmental  Condition"  means any  condition  with respect to soil,
surface waters,  groundwaters,  land,  stream  sediments,  surface or subsurface
strata,  ambient air and any environmental  medium comprising or surrounding any
of the  Premises,  whether or not yet  discovered,  which  would  reasonably  be
expected to or does result in any damage,  loss, cost, expense,  claim,  demand,
order or liability to or against any of the Borrower Parties,  any of the Lessee
Parties  or  Lender by any  third  party  (including,  without  limitation,  any
Governmental Authority),  including, without limitation, any condition resulting
from the  operation of business at any of the Premises  and/or the  operation of
the  business of any other  property  owner or  operator in the  vicinity of the
Premises  and/or any activity or operation  formerly  conducted by any person or
entity on or off any of the Premises.

         "Environmental  Indemnity Agreement" means the environmental  indemnity
agreement  dated as of the date of this  Agreement  executed by Borrower for the
benefit of the  Indemnified  Parties and such other parties as are identified in
such  agreement  with respect to the  Premises,  as the same may be amended from
time to time.

         "Environmental  Insurer" means American  International  Specialty Lines
Insurance Company, or such other  environmental  insurance company as Lender may
select, and its successors and assigns.

"Environmental Laws" means any present and future federal, state and local laws,
statutes,  ordinances,  rules, regulations,  orders,  injunctions and decrees of
Governmental  Authorities and common law, relating to Hazardous Materials and/or
the  protection of human health or the  environment  by reason of a Release or a
Threatened Release of Hazardous  Materials or relating to liability for or costs
of Remediation or prevention of Releases.  "Environmental Laws" includes, but is
not limited to, the following statutes,  as amended,  any successor thereto, and
any regulations,  rulings,  orders or decrees promulgated  pursuant thereto, and
any state or local statutes, ordinances, rules, regulations, orders, injunctions
and  decrees  of  Governmental  Authorities:   the  Comprehensive  Environmental
Response,  Compensation  and Liability  Act, 42  U.S.C.ss.ss.  9601 et seq.; the
Emergency Planning and Community Right-to-Know Act, 42 U.S.C.ss.  11001 et seq.;
the  Hazardous  Materials  Transportation  Act, 49 U.S.C.ss.  5101 et seq.;  the
Resource  Conservation and Recovery Act (including but not limited to Subtitle I
relating to underground storage tank systems), 42 U.S.C.ss.ss. 6901 et seq.; the
Clean  Water  Act,  33  U.S.C.ss.ss.  1251  et  seq.;  the  Clean  Air  Act,  42
U.S.C.ss.ss.  7401 et seq.; the Toxic Substances Control Act, 15 U.S.C.ss.  2601
et seq.;  the  Safe  Drinking  Water  Act,  42  U.S.C.ss.ss.  7401 et seq.;  the
Occupational  Safety and Health  Act,  29 U.S.C.  ss. 651 et seq.;  the  Federal
Insecticide,  Fungicide and  Rodenticide  Act, 7  U.S.C.ss.ss.  136 et seq.; the
Endangered  Species  Act,  16  U.S.C.ss.ss.   1531  et  seq.  and  the  National
Environmental  Policy Act, 42 U.S.C.ss.  4321 et seq.  "Environmental Laws" also
includes, but is not limited to, any present and future federal, state and local
laws, statutes, ordinances, rules, regulations,  orders, injunctions and decrees
of Governmental  Authorities and common law:  conditioning  transfer of property
upon a negative declaration or other approval of a Governmental Authority of the
environmental condition of the property; requiring notification or disclosure of
Releases  or  other  environmental  condition  of  any of  the  Premises  to any
Governmental  Authority or other person or entity,  whether or not in connection
with  transfer of title to or  interest  in  property;  imposing  conditions  or
requirements relating to Hazardous Materials in connection with permits or other
authorizations  required by Governmental  Authorities;  relating to the handling
and disposal of  Hazardous  Materials;  relating to nuisance,  trespass or other
causes of action related to Hazardous Materials; and relating to wrongful death,
personal  injury,  or property or other damage in  connection  with the physical
condition  or use of any of the  Premises by reason of the presence of Hazardous
Materials in, on, under or above any of the Premises.

         "Environmental Liens" has the meaning set forth in Section 5.K(9).

         "Environmental  Policies" means the  environmental  insurance  policies
issued by  Environmental  Insurer to Lender with respect to the Premises,  which
Environmental  Policies shall be in form and substance satisfactory to Lender in
its sole discretion.

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<PAGE>

         "Equipment" has the meaning set forth in the Equipment Loan Agreement.

         "Equipment  Loan"  has the  meaning  set  forth in the  Equipment  Loan
Agreement.

         "Equipment  Loan  Agreement"  means  that  certain  Equipment  Loan and
Security Agreement dated as of the Closing Date between Lender and Borrower,  as
the same may be amended from time to time.

         "Equipment  Note"  has the  meaning  set  forth in the  Equipment  Loan
Agreement.

         "Event of Default" has the meaning set forth in Section 9.

         "FCCR Amount" has the meaning set forth in Section 9.A(7).

         "Fee" means an underwriting, site assessment, valuation, processing and
commitment  fee  equal  to 1% of the  sum of the  Loan  Amounts  for  all of the
Premises.

         "Fixed Charge Coverage Ratio" has the meaning set forth in Section 6.J.

         "GAAP" means  generally  accepted  accounting  principles  consistently
applied.

         "Governmental  Authority"  means any  governmental  authority,  agency,
department,    commission,    bureau,   board,    instrumentality,    court   or
quasi-governmental  authority  having  jurisdiction or supervisory or regulatory
authority over any of the Premises or any of the Borrower Parties.

         "Hazardous Materials" means (a) any toxic substance or hazardous waste,
substance, solid waste or related material, or any pollutant or contaminant; (b)
radon  gas,  asbestos  in any  form  which  is or  could  become  friable,  urea
formaldehyde  foam  insulation,   transformers  or  other  equipment  containing
dielectric  fluid  having  levels  of  polychlorinated  biphenyls  in  excess of
applicable standards  established by any Governmental  Authority,  any petroleum
product  or  additive,  any  petroleum-based  substances  or any  similar  terms
described or defined in any Environmental Laws applicable to or regulating below
or above ground tanks and associated  piping systems used in connection with the
storage, dispensing and general use of petroleum and petroleum-based substances,
or any Toxic Mold; (c) any substance,  gas, material or chemical which is now or
hereafter  defined as or included in the  definition of "hazardous  substances,"
"toxic  substances,"   "hazardous  materials,"  "hazardous  wastes,"  "regulated
substances" or words of similar import under any Environmental Laws; and (d) any
other chemical,  material,  gas or substance the exposure to or release of which
is prohibited,  limited or regulated by any Governmental  Authority that asserts
or may  assert  jurisdiction  over  any of the  Premises  or the  operations  or
activity at any of the  Premises,  or any chemical,  material,  gas or substance
that does or is  reasonably  likely to pose a hazard to the health and/or safety
of the  occupants  of any of the  Premises  or the owners  and/or  occupants  of
property adjacent to or surrounding any of the Premises.

         "Indemnified Parties" means Lender, Environmental Insurer, the trustees
under the Mortgages, if applicable, and any person or entity who is or will have
been involved in the  origination  of the Loans,  any person or entity who is or
will have been involved in the  servicing of the Loans,  any person or entity in
whose name the encumbrance  created by any of the Mortgages is or will have been
recorded,  persons and entities who may hold or acquire or will have held a full
or partial  interest in the Loans  (including,  but not limited to, investors or
prospective investors in any Securitization,  Participation or Transfer, as well
as custodians,  trustees and other  fiduciaries  who hold or have held a full or
partial interest in any of the Loans for the benefits of third parties), as well
as  the  respective  directors,  officers,   shareholders,   partners,  members,
employees,    lenders,   agents,   servants,    representatives,    contractors,
subcontractors,  affiliates, subsidiaries,  participants, successors and assigns
of any and all of the foregoing (including, but not limited to, any other person
or entity who holds or acquires or will have held a participation  or other full
or partial  interest in any of the Loans or any of the Premises,  whether during
the term of the Loans or as a part of or following a  foreclosure  of any of the
Loans and including, but not limited to, any successors by merger, consolidation
or acquisition of all or a substantial portion of Lender's assets and business).


                                       3
<PAGE>

         "Indemnity  Agreements" means all indemnity agreements executed for the
benefit of any of the Borrower  Parties,  any current  lessee or occupant or any
prior owner,  lessee or occupant of the Premises in  connection  with  Hazardous
Materials,  including,  without limitation,  the right to receive payments under
such indemnity agreements.

         "Lease" means the master lease between Borrower, as lessor, and Lessee,
as  lessee,  with  respect  to  the  Premises,  together  with  all  amendments,
modifications and supplements thereto.

         "Lender   Entities"   means,   collectively,   Lender   (including  any
predecessor-in-interest  to Lender) and any Affiliate of Lender  (including  any
Affiliate of any predecessor-in-interest to Lender).

         "Lessee"  means  Tumbleweed,  Inc.,  a  Delaware  corporation,  and its
successors.

         "Lessee Parties" means, collectively,  Lessee and any guarantors of the
Lease (including, in each case, any predecessors-in-interest).

         "Loan" or "Loans" means, as the context may require,  the loan for each
Premises, or the loans for all of the Premises, described in Section 2.

         "Loan Amount" or "Loan Amounts" means, as the context may require,  the
aggregate  amount set forth in Section 2 or, with respect to each Premises,  the
individual amount set forth in Exhibit A.

         "Loan Documents" means,  collectively,  this Agreement,  the Notes, the
Mortgages, the Environmental Indemnity Agreement, the UCC-1 Financing Statements
and all other  documents,  instruments  and  agreements  executed in  connection
therewith or contemplated thereby, as the same may be amended from time to time.

         "Loan Pool" means:

         (i) in the context of a Securitization, any pool or group of loans that
         are a part of such Securitization;

         (ii)  in  the  context  of  a  Transfer,  all  loans  which  are  sold,
         transferred or assigned to the same transferee; and

                  (iii) in the context of a Participation, all loans as to which
         participating interests are granted to the same participant.

         "Material Adverse Effect" means a material adverse effect on (i) any of
the  Premises,  including,  without  limitation,  the  operation  of  any of the
Premises  as a  Permitted  Concept,  or (ii)  Borrower's  ability to perform its
obligations under the Loan Documents.

         "Mortgage" or "Mortgages"  means, as the context may require,  the deed
of trust or mortgage dated as of the date of this Agreement executed by Borrower
for the  benefit of Lender  with  respect to a Premises or the deeds of trust or
mortgages  dated as of the date of this  Agreement  executed by Borrower for the
benefit  of  Lender  with  respect  to all of the  Premises,  as the same may be
amended from time to time. A Mortgage has been executed for each Premises.

         "Note" or "Notes"  means,  as the context may require,  the  promissory
note dated as of the date of this  Agreement  executed  by  Borrower in favor of
Lender  evidencing  a Loan with  respect to a Premises or the  promissory  notes
dated as of the date of this  Agreement  executed by Borrower in favor of Lender
evidencing  the Loans with  respect to all of the  Premises,  as the same may be
amended,  restated  and/or  substituted  from time to time,  including,  without
limitation, as a result of the payment of the FCCR Amount pursuant to Section 9.
A Note has been executed for each Premises in the Loan Amount  corresponding  to
such Premises.

         "Obligations" has the meaning set forth in the Mortgages.


                                       4
<PAGE>

         "OFAC Laws and  Regulations"  means Executive Order 13224 issued by the
President of the United States of America,  the Terrorism Sanctions  Regulations
(Title 31 Part 595 of the U.S. Code of Federal Regulations),  the Terrorism List
Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal
Regulations),  the Foreign Terrorist  Organizations Sanctions Regulations (Title
31 Part 597 of the U.S.  Code of  Federal  Regulations),  and the  Cuban  Assets
Control Regulations (Title 31 Part 515 of the U.S. Code of Federal Regulations),
and all other  present and future  federal,  state and local  laws,  ordinances,
regulations,  policies,  lists  (including,  without  limitation,  the Specially
Designated Nationals and Blocked Persons List) and any other requirements of any
Governmental  Authority  (including,   without  limitation,  the  United  States
Department  of the  Treasury  Office  of  Foreign  Assets  Control)  addressing,
relating to, or attempting to eliminate, terrorist acts and acts of war, each as
hereafter  supplemented,  amended or modified from time to time, and the present
and future rules,  regulations and guidance  documents  promulgated under any of
the  foregoing,  or under similar  laws,  ordinances,  regulations,  policies or
requirements of other states or localities.

         "Other Agreements" means, collectively,  all agreements and instruments
between,  among or by (1) any of the Borrower  Parties,  Related Borrower and/or
any Affiliate of any of the Borrower Parties or Related Borrower  (including any
Affiliate  of any  predecessor-in-interest  to any of the  Borrower  Parties  or
Related  Borrower),  and, or for the benefit of, (2) any of the Lender Entities,
including,  without limitation,  the Equipment Loan Agreement,  the Related Loan
Agreement,   the  Related   Equipment  Loan  Agreement,   promissory  notes  and
guaranties; provided, however, the term "Other Agreements" shall not include the
agreements and instruments defined as the Loan Documents.

         "Participation"  means one or more grants by Lender or any of the other
Lender Entities to a third party of a participating interest in notes evidencing
obligations  to repay  secured or unsecured  loans owned by Lender or any of the
other Lender Entities or any or all servicing rights with respect thereto.

         "Permitted Amounts" means, with respect to any given level of Hazardous
Materials,  that  level  or  quantity  of  Hazardous  Materials  in any  form or
combinati