Zones, Inc.









Exhibit 10.1






 SUBORDINATION,
NON-DISTURBANCE, AND ATTORNMENT AGREEMENT 


  	Grantor:	(1)	 	Zones,
        Inc.	 	 
	 	 	 	 	 	 
		(2)	 	Fana Auburn
        LLC	 	 
	 	 	 	 	 	 
	Grantee:	 		U.S. Bank
        National Association	 	 
	 	 	 	 	 	 
	Abbreviated
        Legal:	 		New Lot
        B of LLA No. LLA-03-0017, Rec. #	 	 
		 		20040212001748	 	 
	 	 	 	 	 	 
	Tax
        Parcel No.:	 		0301500120;
        0301500270	 	 





        THIS
AGREEMENT is made and entered into as of June 22, 2004 by, between and among U.S.
BANK NATIONAL ASSOCIATION, a national banking association (together with any other party
referred to in paragraph 5 hereof, the “Lender”), ZONES, INC., a Washington
corporation (“Tenant”), and FANA AUBURN LLC, a Washington limited liability
company (“Landlord”). 



RECITALS 



        A.        Lender
is or will be the Beneficiary under a Deed of Trust (the           “Mortgage”),
which Mortgage does or will constitute a lien or           encumbrance on that certain
real property more particularly described in the           attached Exhibit “A” (the
“Property”).  



        B.        Tenant
is the holder of a leasehold estate for approximately 106,308 rentable           square
feet in the building located on the Property (the “Leased           Premises”)
pursuant to the terms of that certain Office Lease dated June 9,           2003 , and
executed by Tenant and The Boeing Company, as landlord (as amended to           the date
hereof, the “Lease”), the landlord’s interest in which           has been,
or will be, assigned to Landlord.  



        C.        Tenant,
Landlord and Lender desire to confirm their understanding with respect           to the
Lease and the Mortgage.  



AGREEMENTS 



        1. So
long as no default exists nor any event has continued to exist for such           period
of time (after notice, if any, required by the Lease and after the           expiration
of any cure period provided for in the Lease) as would entitle the           Landlord
under the Lease to terminate the Lease or would cause, without any           further
action of Landlord the termination of the Lease or would entitle           Landlord to
dispossess Tenant thereunder, the Lease shall not be terminated nor           shall Tenant’s
use, possession, and enjoyment of the Leased Premises be           interfered with, nor
shall the leasehold estate granted by the Lease be affected           in any foreclosure
or in any action or proceeding instituted under or in           connection with the
Mortgage or by reason of any deed in lieu of foreclosure of           the Mortgage. In
addition, Tenant shall not be named or joined in any           foreclosure, trustee’s
sale or other proceeding to enforce the Mortgage           unless the joinder is required
in order to perfect such foreclosure,           trustee’s sale, or other proceeding.  



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        2. If
the interests of Landlord shall be transferred to and/or owned by Lender by,
          reason of judicial foreclosure, power-of-sale foreclosure or other proceedings
          brought by it, or by any other manner, including but not limited to
          Lender’s exercise of its rights under any assignment(s) of leases and
rents           or a deed in lieu of foreclosure, and Lender succeeds to the interest of
the           Landlord under the Lease, Tenant shall be bound to Lender under all of the
          terms, covenants and conditions of the Lease for the balance of the remaining
          term thereof and any extension thereof duly exercised by Tenant, with the same
          force and effect as if Lender were the Landlord under the Lease, and Tenant
does           hereby attorn to Lender as its lessor, said attornment to be effective and
          self-operative without the execution of any further instruments immediately
upon           Lender’s succeeding to the interest of the Landlord under the Lease;
          provided, however, that Tenant shall be obligated to pay rent to Lender, rather
          than Landlord, only when Tenant receives written notice to that effect from
          Lender. The respective rights and obligations of Tenant and Lender upon such
          attornment, to the extent of the then remaining balance of the term of the
Lease           and any such extension, shall be and are the same as now set forth
therein, it           being the intention of the parties hereto for this purpose to
incorporate the           Lease in this Agreement by reference with the same force and
effect as if set           forth at length herein.  



        3.If
Lender shall succeed to the interest of Landlord under the Lease, Lender           shall,
subject to the last sentence of this Section 3, be bound to Tenant under           all of
the terms, covenants and conditions of the Lease; provided, however, that
          Lender shall not be:  



        (a)       Liable
for any act or omission of any prior landlord (including Landlord); or  



        (b)       Subject
to any offsets or defenses which Tenant might have against any prior           landlord
(including Landlord); or  



        (c)       Bound
by any rent or additional rent or advance rent which Tenant might have           paid
more than one month in advance of the then current month to any prior           landlord
(including Landlord) and all such rent shall remain due and owing
          notwithstanding such advance payment (other than a payment of rent one month in
          advance of the then current month) unless actually received by Lender nor bound
          by any security deposit paid by Tenant unless actually received by Lender; or  



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        (d)       Bound
by any amendment or modification of the Lease made after the date hereof
          without its written consent.  



        Neither
the original Lender named in this Agreement nor any other party who, from time to time,
shall be included in the definition of Lender hereunder shall have any liability or
responsibility under or pursuant to the terms of this Agreement with respect to any
matters arising during any period of time falling after it ceases to own a fee interest
in the property described on Exhibit “A”.  



        4.         Subject
to the terms of this Agreement (including but not limited to those in           Section 2
hereof), Tenant hereby subordinates the Lease, in each and every           respect, to
the Mortgage and to any and all renewals, modifications, extensions,
          substitutions, replacements, and/or consolidations of the Mortgage. Nothing
          herein contained shall be deemed or construed as limiting or restricting the
          enforcement by Lender of any of the terms, covenants, provisions or remedies of
          the Mortgage.  



        5.         The
term “Lender” shall be deemed to include U.S. Bank National
          Association, any of its successors and assigns, and any agent for or members of
          a loan syndication, including anyone who shall have succeeded to Landlord’s
          interest by, through or under judicial or power of-sale foreclosure or other
          proceedings brought pursuant to the Mortgage, or deed in lieu of such
          foreclosure or proceedings, or otherwise, including without limitation a
          purchaser at a foreclosure sale or the grantee under a deed in lieu of
          foreclosure.  



        6.         In
the absence of the prior written consent of Lender, Tenant agrees not to do           any
of the following (a) prepay the rent under the Lease for more than one (1)
          month in advance of the then current month; (b) enter into any agreement with
          the Landlord to amend or modify the Lease or (c) voluntarily surrender the
          Leased Premises or terminate the Lease.  



        7.    In
the event Landlord shall fail to perform or observe any of the terms,
          conditions or agreements in the Lease, Tenant shall give written notice thereof
          to Lender and Lender shall have the right (but not the obligation) to cure such
          failure, Tenant shall not take any action with respect to such failure under
the           Lease, including without limitation any action in order to terminate,
rescind or           avoid the Lease or to withhold any rent thereunder, during any
period provided           for notice or cure of such default under the Lease or under
applicable law,           provided however, that in the case of any such default which
cannot with           diligence be cured within said time period, if Lender shall
commence to cure           such failure within such period and thereafter prosecute the
cure of such           default with diligence and continuity, the time within which such
failure may be           cured shall be extended for such period as may be necessary to
complete the           curing of such default with diligence and continuity.  




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        8.    Tenant
acknowledges that Landlord and Lender have entered into an Assignment of
          Landlord’s interest in Leases and Rents which Assignment has been, or will
          be, recorded in the public records of King County, Washington. Landlord hereby
          authorizes Tenant to pay to Lender all installments of rent and all other
          amounts payable by Tenant under the Lease, effective upon Tenant’s receipt
          of notice from Lender that Landlord is in default under any obligation secured
          by the Mortgage or by such Assignment, and Landlord agrees that payment by
          Tenant to Lender of any amount due by Tenant under the Lease shall satisfy
          Tenant’s obligation to pay such amount to Landlord.  



        9.  This
Agreement may not be modified orally or in any other manner than by an
          agreement in writing signed by the parties hereto and their respective
          successors in interest. This Agreement shall inure to the benefit of and be
          binding upon the parties hereto, their successors and assigns.  



        10.     This
Agreement may be executed in several counterparts, and all so executed           shall
constitute one agreement binding on all parties hereto, notwithstanding           that
all parties are not signatories to the original or the same counterpart.           This
Agreement shall be executed in recordable form and shall be recorded at the
          expense of Landlord in the Auditor’s Office of King County, Washington.  



        11.     All
notices or other communications required or permitted to be given pursuant           to
the provisions hereof shall be in writing and shall be considered as properly
          given if delivered in person to the intended addressee or delivered by a
          nationally recognized overnight courier service for next business day delivery
          with all applicable delivery charges prepaid. Notice so given shall be
effective           upon its deposit with the recipient. Notice given in any other manner
shall be           effective only if and when received by the addressee. For purposes of
notices,           the addresses of the parties shall be:  




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	 	 	Landlord:	 	 
	 	 	 	 	 
	 	 	16400 Southcenter
      Parkway, Suite 204	 	 
	 	 	Tukwila,
      WA 98188	 	 
	 	 	Attention:
      Michael W. Chase	 	 
	 	 	Fax Number:
      (206) 575-4833	 	 
	 	 	 	 	 
	 	 	Tenant:	 	 
	 	 	 	 	 
	 	 	Zones, Inc.	 	 
	 	 	1102 15th
      Street SW, Suite 102    	 	 
	 	 	Auburn,
      WA 98001                       	 	 
		
	 	 	                                           	 	 
	 	 	Attention:
      Firoz Lalji                        	 	 
	 	 	Fax Number:
      253.205.3626               	 	 
	 	 	 	 	 
	 	 	Lender:	 	 
	 	 	 	 	 
	 	 	U.S. Bank,
      N.A.	 	 
	 	 	10800 NE
      8th Street, Suite 1000	 	 
	 	 	Bellevue,
      WA 98004	 	 
	 	 	Attention:
      Frank M. Buty	 	 
	 	 	Fax Number:
      (425) 450-5989	 	 




provided, however, that any party
shall have the right to change its address for notice hereunder to any other location
within the continental United States by the giving of thirty (30) days’ notice to the
other parties in the manner set forth in this paragraph. 



[SIGNATURES ON NEXT
PAGE] 




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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date and year first above written. 



	 		TENANT:



ZONES, INC.




By:       

      ——————————————

Name:  Firoz Lalji  

Title:    President    


LANDLORD:                                  

                                           

FANA AUBURN LLC                            

                                           


By:       

      ——————————————

            Michael W. Chase                     

            Vice President                       

                                           


LENDER:                                    

                                           

U.S. BANK NATIONAL ASSOCIATION             

                                           


By:

      ——————————————

      Frank M. Buty                        

      Senior Vice President      
















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	STATE
      OF WASHINGTON	)	 	 	 
	 	)  ss	 	 	 
	COUNTY
      OF KING	)	 	 	 




        I
certify that I know or have satisfactory evidence that _FIROZ LALJI__ is the person who
appeared before me, and said person acknowledged that he/she signed this instrument, and
acknowledged it as the PRESIDENT of ZONES, INC. to be the free and voluntary act of such
entity for the uses and purposes mentioned in the instrument. 



		 	 	DATED:
        June 22, 2004	 	 
		
	 	 	 	 	 	 
	 	 	 	                                                             	 	 
	 	 	 	 	 	 
		 	 	NAME:  David
        Shay                                           	 	 
		 	 	                      (Print
        Name)	 	 
		 	 	Notary
      Public in and for the State of	 	 
		 	 	Washington	 	 
		 	 	Commission
      Expires:                                            	 	 





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	STATE
      OF WASHINGTON	)	 	 	 
	 	)  ss	 	 	 
	COUNTY
      OF KING	)	 	 	 




        I
certify that I know or have satisfactory evidence that MICHAEL W. CHASE is the person who
appeared before me, and said person acknowledged that he signed this instrument, on oath
stated that he was authorized to execute the instrument as the VICE PRESIDENT on behalf of
FANA AUBURN LLC, a Washington limited liability company, pursuant to the provisions of the
Limited Liability Company Agreement of said company, and acknowledged it to be the free
and voluntary act of said company for the uses and purposes mentioned in the instrument. 


  		 	 	DATED:
        June 22, 2004	 	 
		
	 	 	 	 	 	 
	 	 	 	                                                             	 	 
	 	 	 	 	 	 
		 	 	NAME:  David
        Shay                                           	 	 
		 	 	                      (Print
        Name)	 	 
		 	 	Notary
        Public in and for the State of	 	 
		 	 	Washington	 	 
		 	 	Commission
        Expires:                                            	 	 




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	STATE
      OF WASHINGTON	)	 	 	 
	 	)  ss	 	 	 
	COUNTY
      OF KING	)	 	 	 




        I
certify that I know or have satisfactory evidence that FRANK M. BUTY is the person who
appeared before me, and said person acknowledged that he signed this instrument, and
acknowledged it as the SENIOR VICE PRESIDENT of U.S. BANK NATIONAL ASSOCIATION to be the
free and voluntary act of such entity for the uses and purposes mentioned in the
instrument. 


  		 	 	DATED:
        June 22, 2004	 	 
		
	 	 	 	 	 	 
	 	 	 	                                                             	 	 
	 	 	 	 	 	 
		 	 	NAME:  Catherine
        M Morse                              	 	 
		 	 	                      (Print
        Name)	 	 
		 	 	Notary
        Public in and for the State of	 	 
		 	 	Washington	 	 
		 	 	Commission
        Expires:                                            	 	 




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EXHIBIT A 



LEGAL DESCRIPTION 



NEW LOT B OF CITY OF AUBURN LOT LINE
ADJUSTMENT NO. LLA-03-0017, ACCORDING TO THE LOT LINE ADJUSTMENT RECORDED UNDER KING
COUNTY RECORDING NO. 200402122001748, BEING A PORTION OF LOTS 12-16 AND 24-28 OF AUBURN
400 CORPORATE PARK NO. 1; 



SITUATE IN THE CITY OF AUBURN, COUNTY
OF KING, STATE OF WASHINGTON. 



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