<PAGE>

                                  CREDIT AGREEMENT

                                      BETWEEN

                      ADVANCED DIGITAL INFORMATION CORPORATION

                                        AND

                                   SEAFIRST BANK

                               DATED AUGUST 17, 1998

<PAGE>

<TABLE>
<CAPTION>
                         TABLE OF CONTENTS
                         -----------------
<S>    <C>                                               <C>
       ARTICLE 1
      DEFINITIONS. . . . . . . . . . . . . . . . . . . .  1 
1.1    ADJUSTED LIBOR RATE . . . . . . . . . . . . . . .  1 
1.2    ADVANCES. . . . . . . . . . . . . . . . . . . . .  1 
1.3    ASSESSMENT RATE . . . . . . . . . . . . . . . . .  1 
1.4    AVAILABLE AMOUNT. . . . . . . . . . . . . . . . .  1 
1.5    BUSINESS DAY. . . . . . . . . . . . . . . . . . .  1 
1.6    COMMENCEMENT DATE . . . . . . . . . . . . . . . .  1 
1.7    CONVERSION DATE . . . . . . . . . . . . . . . . .  1 
1.8    CREDIT LIMIT. . . . . . . . . . . . . . . . . . .  2 
1.9    CURRENT LIABILITIES . . . . . . . . . . . . . . .  2 
1.10   DEBT  . . . . . . . . . . . . . . . . . . . . . .  2 
1.11   DEBT RATIO. . . . . . . . . . . . . . . . . . . .  2 
1.12   EMASS ACQUISITION . . . . . . . . . . . . . . . .  2 
1.13   ERISA . . . . . . . . . . . . . . . . . . . . . .  2 
1.14   DOMESTIC SUBSIDIARY . . . . . . . . . . . . . . .  2 
1.15   FIXED CHARGE COVERAGE RATIO . . . . . . . . . . .  2 
1.16   FLOATING RATE . . . . . . . . . . . . . . . . . .  2 
1.17   FLOATING RATE LOANS . . . . . . . . . . . . . . .  2 
1.18   FOREIGN SUBSIDIARY. . . . . . . . . . . . . . . .  2 
1.19   FUNDED DEBT RATIO . . . . . . . . . . . . . . . .  2 
1.20   GAAP. . . . . . . . . . . . . . . . . . . . . . .  2 
1.21   INTEREST PAYMENT DATES. . . . . . . . . . . . . .  2 
1.22   INTEREST PERIOD . . . . . . . . . . . . . . . . .  2 
1.23   LIBOR MARGIN. . . . . . . . . . . . . . . . . . .  3 
1.24   LIBOR RATE. . . . . . . . . . . . . . . . . . . .  3 
1.25   LIBOR RATE LOANS. . . . . . . . . . . . . . . . .  3 
1.26   LOAN DOCUMENTS. . . . . . . . . . . . . . . . . .  3 
1.27   LONDON BANKING DAY. . . . . . . . . . . . . . . .  3 
1.28   NOTES . . . . . . . . . . . . . . . . . . . . . .  3 
1.29   OBLIGATIONS . . . . . . . . . . . . . . . . . . .  3 
1.30   PERSON. . . . . . . . . . . . . . . . . . . . . .  3 
1.31   PLAN. . . . . . . . . . . . . . . . . . . . . . .  4 
1.32   REFERENCE RATE. . . . . . . . . . . . . . . . . .  4 
1.33   RESERVE ADJUSTMENT. . . . . . . . . . . . . . . .  4 
1.34   REVOLVING NOTE. . . . . . . . . . . . . . . . . .  4 
1.35   SIGNIFICANT SUBSIDIARY. . . . . . . . . . . . . .  4 
1.36   SUBSIDIARY(IES) . . . . . . . . . . . . . . . . .  4 
1.37   SWAP OBLIGATIONS. . . . . . . . . . . . . . . . .  5 
1.38   TANGIBLE NET WORTH. . . . . . . . . . . . . . . .  5 
1.39   TERMINATION DATE. . . . . . . . . . . . . . . . .  5 
1.40   TERM NOTE . . . . . . . . . . . . . . . . . . . .  5 
1.41   UNSECURED TRADE CREDIT. . . . . . . . . . . . . .  5 
                                                            
       ARTICLE 2                                            
     REVOLVING LOAN. . . . . . . . . . . . . . . . . . .  5 
2.1    REVOLVING LOAN FACILITY . . . . . . . . . . . . .  5 
2.2    REVOLVING NOTE. . . . . . . . . . . . . . . . . .  5 
2.3    PROCEDURE FOR ADVANCES. . . . . . . . . . . . . .  5 
2.4    FACILITY FEE. . . . . . . . . . . . . . . . . . .  5 
                                                            
       ARTICLE 3                                            
   TERM LOAN FACILITY. . . . . . . . . . . . . . . . . .  6 
3.1    TERM LOAN . . . . . . . . . . . . . . . . . . . .  6 
3.2    TERM NOTE . . . . . . . . . . . . . . . . . . . .  6 
3.3    REPAYMENT OF PRINCIPAL. . . . . . . . . . . . . .  6 
3.4    FEE . . . . . . . . . . . . . . . . . . . . . . .  6 
                                                            
       ARTICLE 4                                            
 INTEREST RATE OPTIONS . . . . . . . . . . . . . . . . .  6 
4.1    INTEREST RATES AND PAYMENT DATE . . . . . . . . .  6 
4.2    PROCEDURE . . . . . . . . . . . . . . . . . . . .  6 
4.3    OPTION RESTRICTIONS . . . . . . . . . . . . . . .  6 
4.4    PREPAYMENTS . . . . . . . . . . . . . . . . . . .  6 
4.5    REVERSION TO FLOATING . . . . . . . . . . . . . .  6 
4.6    INABILITY TO PARTICIPATE IN MARKET. . . . . . . .  6 
4.7    COSTS . . . . . . . . . . . . . . . . . . . . . .  7 
4.8    BASIS OF QUOTES . . . . . . . . . . . . . . . . .  7 
                                                            
       ARTICLE 5                                            
 CONDITIONS OF LENDING . . . . . . . . . . . . . . . . .  7 
5.1    AUTHORIZATION . . . . . . . . . . . . . . . . . .  7 
5.2    DOCUMENTATION . . . . . . . . . . . . . . . . . .  7 
5.3    FINANCIAL COVENANTS . . . . . . . . . . . . . . .  7 
5.4    PROOF OF INSURANCE. . . . . . . . . . . . . . . .  7 
5.5    REPRESENTATIONS AND WARRANTIES. . . . . . . . . .  7 
5.6    COMPLIANCE. . . . . . . . . . . . . . . . . . . .  7 
                                                            
       ARTICLE 6                                            
REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . .  7 
6.1    EXISTENCE . . . . . . . . . . . . . . . . . . . .  7 
6.2    ENFORCEABILITY. . . . . . . . . . . . . . . . . .  8 
6.3    NO LEGAL BAR. . . . . . . . . . . . . . . . . . .  8 
6.4    FINANCIAL INFORMATION . . . . . . . . . . . . . .  8 
6.5    LIENS AND ENCUMBRANCES. . . . . . . . . . . . . .  8 
6.6    LITIGATION. . . . . . . . . . . . . . . . . . . .  8 
6.7    PAYMENT OF TAXES. . . . . . . . . . . . . . . . .  8 
6.8    EMPLOYMENT BENEFIT PLAN . . . . . . . . . . . . .  8 
6.9    MISREPRESENTATIONS. . . . . . . . . . . . . . . .  8 
6.10   NO DEFAULT. . . . . . . . . . . . . . . . . . . .  8 
6.11   NO BURDENSOME RESTRICTIONS. . . . . . . . . . . .  8 
6.12   YEAR 2000 COMPLIANCE. . . . . . . . . . . . . . .  9 
                                                            
       ARTICLE 7                                            
 AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . .  9 
7.1    USE OF PROCEEDS . . . . . . . . . . . . . . . . .  9 
7.2    TANGIBLE NET WORTH. . . . . . . . . . . . . . . .  9 
7.3    FIXED CHARGE COVERAGE RATIO . . . . . . . . . . .  9 
7.4    FUNDED DEBT RATIO . . . . . . . . . . . . . . . .  9 
7.5    DEBT RATIO. . . . . . . . . . . . . . . . . . . .  9 
7.6    QUICK RATIO . . . . . . . . . . . . . . . . . . .  9 
7.7    FINANCIAL INFORMATION . . . . . . . . . . . . . .  9 
7.8    MAINTENANCE OF EXISTENCE. . . . . . . . . . . . . 10 
7.9    BOOKS AND RECORDS . . . . . . . . . . . . . . . . 10 
7.10   ACCESS TO PREMISES AND RECORDS. . . . . . . . . . 10 
7.11   NOTICE OF EVENTS. . . . . . . . . . . . . . . . . 10 
7.12   PAYMENT OF DEBTS AND TAXES. . . . . . . . . . . . 11 
7.13   INSURANCE . . . . . . . . . . . . . . . . . . . . 11 
7.14   SUBSIDIARY GUARANTEES . . . . . . . . . . . . . . 11 

                               - i -
<PAGE>

       ARTICLE 8                                            
     NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . 12 
8.1    DEBT. . . . . . . . . . . . . . . . . . . . . . . 12 
8.2    LIENS AND ENCUMBRANCES. . . . . . . . . . . . . . 12 
8.3    GUARANTIES. . . . . . . . . . . . . . . . . . . . 12 
8.4    NET LOSSES. . . . . . . . . . . . . . . . . . . . 12 
8.5    DISPOSITION OF ASSETS . . . . . . . . . . . . . . 13 
8.6    MERGERS . . . . . . . . . . . . . . . . . . . . . 13 
8.7    WAGE AND HOUR LAWS. . . . . . . . . . . . . . . . 13 
8.8    ERISA . . . . . . . . . . . . . . . . . . . . . . 13 
8.9    DISSOLUTION . . . . . . . . . . . . . . . . . . . 13 
8.10   BUSINESS ACTIVITIES . . . . . . . . . . . . . . . 13 
8.11   PERMITTED INVESTMENTS . . . . . . . . . . . . . . 13 
                                                            
       ARTICLE 9                                            
 EVENTS AND CONSEQUENCES OF DEFAULT. . . . . . . . . . . 13 
9.1    EVENTS OF DEFAULT . . . . . . . . . . . . . . . . 13 
9.2    REMEDIES UPON DEFAULT . . . . . . . . . . . . . . 14 
                                                            
       ARTICLE 10                                           
     MISCELLANEOUS . . . . . . . . . . . . . . . . . . . 15 
10.1   MANNER OF PAYMENTS. . . . . . . . . . . . . . . . 15 
10.2   NOTICES . . . . . . . . . . . . . . . . . . . . . 15 
10.3   DOCUMENTATION AND ADMINISTRATION EXPENSES . . . . 16 
10.4   COLLECTION EXPENSES . . . . . . . . . . . . . . . 16 
10.5   WAIVER. . . . . . . . . . . . . . . . . . . . . . 16 
10.6   ASSIGNMENT. . . . . . . . . . . . . . . . . . . . 16 
10.7   MERGER. . . . . . . . . . . . . . . . . . . . . . 16 
10.8   AMENDMENTS. . . . . . . . . . . . . . . . . . . . 16 
10.9   MANDATORY ARBITRATION . . . . . . . . . . . . . . 16 
10.10  CONSTRUCTION. . . . . . . . . . . . . . . . . . . 17 

</TABLE>


EXHIBITS:
---------
Exhibit A - Form of Revolving Note
Exhibit B - Form of Term Note
Exhibit C - Form of Compliance Certificate
Exhibit D - Form of Subsidiary Guaranty

                             - ii -
<PAGE>

                                  CREDIT AGREEMENT

     THIS CREDIT AGREEMENT ("Agreement") is made between Advanced Digital 
Information Corporation, a Washington corporation ("Borrower"), and Bank of 
America National Trust and Savings Association, doing business as Seafirst 
Bank, a national banking association (including its successors and/or 
assigns, "Bank"), and amends, restates, and supersedes the Credit Agreement 
dated October 28, 1996, between Borrower and Bank's predecessor by merger, 
Bank of America NW, N.A.  The parties agree as follows:

                                     ARTICLE 1
                                    DEFINITIONS

     All terms defined below shall have the meaning indicated.  All 
references in this Agreement to:

          (a)  "dollars" or "$" shall mean U.S. dollars;

          (b)  "Article," "Section," or "Subsection" shall mean articles, 
     sections, and subsections of this Agreement, unless otherwise indicated;

          (c)  terms defined in the Washington version of the Uniform 
     Commercial Code, R.C.W. Section 62A.9-101, ET SEQ. ("UCC"), and not 
     otherwise defined in this Agreement, shall have the meaning given in the 
     UCC; and

          (d)  an accounting term not otherwise defined in this Agreement shall
     have the meaning assigned to it under GAAP.

     1.1    ADJUSTED LIBOR RATE  shall mean for any day that per annum rate 
equal to the sum of (a) the LIBOR Margin, (b) the Assessment Rate, and (c) 
the quotient of (i) the LIBOR Rate as determined for such day, divided by 
(ii) the Reserve Adjustment.  The Adjusted LIBOR Rate shall change with any 
change in the LIBOR Rate on the first day of each Interest Period and on the 
effective date of any change in the Assessment Rate or Reserve Adjustment.

     1.2    ADVANCES  shall mean the disbursement of loan proceeds under the 
Revolving Loan.  An Advance shall not constitute a "payment order" under 
R.C.W. Section 62A.4A-103.

     1.3    ASSESSMENT RATE  shall mean as of any day the minimum annual 
percentage rate established by the Federal Deposit Insurance Corporation (or 
any successor) for the assessment due from members of the Bank Insurance Fund 
(or any successor) in effect for the assessment period during which said day 
occurs based on deposits maintained at such members' offices located outside 
of the United States.  In the event of a retroactive reduction in the 
Assessment Rate after a commencement of any Interest Period, Bank shall not 
retroactively adjust as to such Interest Period any interest rate calculated 
using the Assessment Rate.

     1.4    AVAILABLE AMOUNT  shall mean at any time the amount of the Credit 
Limit, minus the unpaid balance of the Revolving Note.

     1.5    BUSINESS DAY  shall mean any day other than a Saturday, Sunday, 
or other day on which commercial banks in Seattle, Washington, are authorized 
or required by law to close.

     1.6    COMMENCEMENT DATE  shall mean the first day of any Interest 
Period as requested by Borrower.

     1.7    CONVERSION DATE  shall mean December 1, 1998.



                                    - 1 -
<PAGE>

     1.8    CREDIT LIMIT  shall mean $10,000,000.

     1.9    CURRENT LIABILITIES  shall mean all consolidated indebtedness of
Borrower, on a GAAP basis, which may be properly classified as current
liabilities in accordance with GAAP.

     1.10   DEBT shall mean all consolidated obligations, on a GAAP basis,
included in the liability section of a balance sheet of Borrower.

     1.11   DEBT RATIO  shall mean the ratio of Debt to Tangible Net Worth.

     1.12   EMASS ACQUISITION  shall mean the acquisition by Borrower of 100%
of the capital stock of EMASS, Inc.

     1.13   ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended.

     1.14   DOMESTIC SUBSIDIARY shall mean each Subsidiary which is not a
Foreign Subsidiary.

     1.15   FIXED CHARGE COVERAGE RATIO shall mean, as of the date of 
determination, the ratio, measured on a four-quarter trailing basis, of (a) 
net income after taxes, plus interest expense, plus depreciation, plus 
amortization, minus dividends, to (b) interest expense, plus the current 
portion of long-term Debt and capital leases.

     1.16   FLOATING RATE shall mean the Reference Rate plus 0% per annum.

     1.17   FLOATING RATE LOANS shall mean those portions of principal of the
Revolving Note or the Term Note accruing interest at the Floating Rate.

     1.18   FOREIGN SUBSIDIARY  shall mean each Subsidiary the majority of the
assets of which are located outside of the United States and its territories.

     1.19   FUNDED DEBT RATIO  shall mean, as of the date of determination, the
ratio, measured on a four-quarter trailing basis, of (a) the aggregate principal
amount of all interest-bearing Debt and capital leases to (b) earnings before
interest expense, taxes, depreciation, and amortization (adjusted, for the four
quarters following the EMASS Acquisition, by the amount of noncash writeoff of
research and development expense relating to the EMASS Acquisition, with such
adjustment to be identified as a separate item in Borrower's financial
statements, and to be determined within 120 days of the execution of this
Agreement).

     1.20   GAAP  shall mean generally accepted accounting principles as in
effect from time to time in the United States and as consistently applied by
Borrower.

     1.21   INTEREST PAYMENT DATES  shall mean the first Business Day of each
month, and upon maturity of each Note, including upon maturity by acceleration.

     1.22   INTEREST PERIOD  shall mean the period commencing on the date of
any Advance at (or advance under the Term Loan) or conversion to an Adjusted
LIBOR Rate and ending on any date thereafter as selected by Borrower, subject to
the restrictions of Section 4.3. If any Interest Period would end on a day which
is not a Business Day, the Interest Period shall be extended to the next
succeeding Business Day, unless the next succeeding Business Day falls in the
next month, in which case the Interest Period shall be shortened to the
preceding Business Day.


                                    - 2 -
<PAGE>

     1.23   LIBOR MARGIN  shall mean the "LIBOR Margin" as determined by the
following chart:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
             Funded Debt Ratio*                        LIBOR Margin
-------------------------------------------------------------------------------
<S>                                                    <C>
               < .75 to 1                                   1.25%
-------------------------------------------------------------------------------
               < 1.50 to 1  
             but >= .75 to 1                                1.35%
-------------------------------------------------------------------------------
                < 2.25 to 1
             but >= 1.50 to 1                               1.50%
-------------------------------------------------------------------------------
               >= 2.25 to 1                                 1.75%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

</TABLE>

*  AS DETERMINED BASED ON THE MOST RECENTLY DELIVERED QUARTERLY FINANCIAL
   STATEMENT OF BORROWER.

Upon receipt of a quarterly financial statement showing a decrease or increase
in the Funded Debt Ratio which places Borrower in a new pricing category, all
LIBOR Rate Loans shall begin being calculated at the higher or lower margin, as
the case may be, for the period beginning on the Business Day after such
statement is received by Bank; provided that if such statement is not delivered
in a timely manner, Bank may at its option, apply a LIBOR Margin of 1.75% until
such statement is delivered or Bank declares a Default.

     1.24   LIBOR RATE  shall mean for any Interest Period the per annum rate,
calculated on the basis of actual number of days elapsed over a year of 360
days, for U.S. Dollar deposits for a period equal to the Interest Period
appearing on the display designated as "Page 3750" on the Telerate Service (or
such other page on that service or such other service designated by the British
Banker's Association for the display of that Association's Interest Settlement
Rates for U.S. Dollar deposits) as of 11:00 a.m., London time, on the day which
is two London Banking Days prior to the first day of the Interest Period. If
there is no period equal to the Interest Period on the display, the LIBOR Rate
shall be determined by straight-line interpolation to the nearest month (or week
or day if expressed in weeks or days) corresponding to the Interest Period
between the two nearest neighboring periods on the display.

     1.25   LIBOR RATE LOANS  shall mean those portions of principal of the
Notes accruing interest at the Adjusted LIBOR Rate.

     1.26   LOAN DOCUMENTS  shall mean collectively this Agreement, the Notes,
all documents representing Swap Obligations, and all other documents,
instruments, and other agreements now or later executed in connection with this
Agreement.

     1.27   LONDON BANKING DAY  shall mean any day other than a Saturday,
Sunday, or other day on which commercial banks in London, England, are
authorized or required by law to close.

     1.28   NOTES  shall mean the Revolving Note and the Term Note.

     1.29   OBLIGATIONS  shall mean the Notes, all Swap Obligations, and all
fees, costs, expenses, and indemnifications due to Bank under this Agreement.

     1.30   PERSON  shall mean any individual, partnership, corporation,
business trust, unincorporated organization, joint venture, or any governmental
entity, department, agency, or political subdivision.


                                    - 3 -
<PAGE>

     1.31   PLAN  shall mean any employee benefit plan or other plan maintained
for Borrower's employees and covered by Title IV of ERISA, excluding any plan
created or operated by or for any labor union.

     1.32   REFERENCE RATE  shall mean the rate of interest publicly announced
from time to time by Bank in San Francisco, California, as its "Reference Rate."
The Reference Rate is set based on various factors, including Bank's costs and
desired return, general economic conditions, and other factors, and is used as a
reference point for pricing some loans.  Bank may price loans to its customers
at, above, or below the Reference Rate.  Any change in the Reference Rate shall
take effect at the opening of business on the day specified in the public
announcement of a change in the Reference Rate.

     1.33   RESERVE ADJUSTMENT  shall mean as of any day the remainder of one
minus that percentage (expressed as a decimal) which is the highest of any such
percentages established by the Board of Governors of the Federal Reserve System
(or any successor) for required reserves (including any emergency, marginal, or
supplemental reserve requirement) regardless of the aggregate amount of deposits
with said member bank and without benefit of any possible credit, proration,
exemptions, or offsets for time deposits established at offices of member banks
located outside of the United States or for eurocurrency liabilities, if any.

     1.34   REVOLVING NOTE  shall have the meaning given in Section 2.2.

     1.35   SIGNIFICANT SUBSIDIARY  shall mean, at any date, each Domestic
Subsidiary that:

            (a)     accounted for (or, for a newly-acquired Subsidiary, would
     have accounted for if it had been a Subsidiary during the reporting period)
     at least 10% of consolidated revenues of Borrower and its Subsidiaries (or,
     for a newly-acquired Subsidiary, would have accounted for if it had been a
     Subsidiary during the reporting period) or accounted for (or would have
     accounted for) 10% of consolidated earnings of Borrower and its
     Subsidiaries before interest and taxes, in each case for the fiscal quarter
     of Borrower most recently ended on or prior to such date; or

            (b)     has assets which represent at least 10% of the consolidated
     assets of Borrower and its Subsidiaries as of the last day of the last
     fiscal quarter of Borrower most recently ended on or prior to such date
     (or, for a newly-acquired Subsidiary, would have represented if it had been
     a Subsidiary during the reporting period); and

shall mean, at any date, each Foreign Subsidiary that:

            (c)     accounted for (or, for a newly-acquired Subsidiary, would
     have accounted for if it had been a Subsidiary during the reporting period)
     at least 25% of consolidated revenues of Borrower and its Subsidiaries (or,
     for a newly-acquired Subsidiary, would have accounted for if it had been a
     Subsidiary during the reporting period) or accounted for (or would have
     accounted for) 25% of consolidated earnings of Borrower and its
     Subsidiaries before interest and taxes, in each case for the fiscal quarter
     of Borrower most recently ended on or prior to such date; or

            (d)     has assets which represent at least 25% of the consolidated
     assets of Borrower and its Subsidiaries as of the last day of the last
     fiscal quarter of Borrower most recently ended on or prior to such date
     (or, for a newly-acquired Subsidiary, would have represented if it had been
     a Subsidiary during the reporting period).

     1.36   SUBSIDIARY(IES)  shall mean a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by Borrower
or by one or more other Subsidiaries, or by Borrower together with one or more
other Subsidiaries.


                                    - 4 -
<PAGE>

     1.37   SWAP OBLIGATIONS  shall mean all indebtedness and obligations of
Borrower to Bank under any ISDA (or successor) Master Agreement, or equivalent
interest rate swap agreement, including all schedules thereto, confirmations of
transactions thereunder, and documents, definitions, and agreements incorporated
therein by reference or relating thereto (and including, without limitation, any
interest due thereon, fees, costs, and expenses connected therewith, and
termination payments and indemnifications relating thereto).

     1.38   TANGIBLE NET WORTH  shall mean Borrower's total shareholders
equity, but excluding any intangible assets or goodwill associated with
subsequent operations or acquisitions.

     1.39   TERMINATION DATE  shall mean February 28, 2001, or such earlier
date upon which Bank's commitment to lend is terminated pursuant to
Subsection 9.2(a).

     1.40   TERM NOTE  shall have the meaning given in Section 3.2.

     1.41   UNSECURED TRADE CREDIT  shall mean unsecured, short-term Debt
arising from current operations by purchasing on credit goods, services,
supplies, or merchandise and not constituting borrowings.

                                     ARTICLE 2
                                   REVOLVING LOAN

     2.1    REVOLVING LOAN FACILITY.   Subject to the terms and conditions of
this Agreement, Bank shall make Advances to Borrower from time to time, until
the Termination Date ("Revolving Loan"), with the aggregate principal amount at
any one time outstanding not to exceed the Credit Limit.  Borrower may use the
Revolving Loan by borrowing, prepaying, and reborrowing the Available Amount, in
whole or in part.

     2.2    REVOLVING NOTE.   The obligation of Borrower to repay the 
Revolving Loan shall be evidenced by a promissory note (including all 
renewals, modifications, and extensions thereof, the "Revolving Note") made 
by Borrower to the order of Bank, and shall bear interest as provided in 
Article 4. The Revolving Note shall be unsecured and shall be in 
substantially the same form as Exhibit A attached.

     2.3    PROCEDURE FOR ADVANCES.   Borrower may borrow under the Revolving
Loan on any Business Day.  Borrower shall give Bank irrevocable notice (written
or oral) specifying the amount to be borrowed and the requested borrowing date.
Bank must receive such notice on or before 3:30 p.m., Seattle time, on the day
borrowing is requested, or by such earlier time as may be required under
Article 4.  All Advances shall be discretionary to the extent notification by
Borrower is given subsequent to that time.

     2.4    FACILITY FEE.   Borrower shall pay to Bank upon execution of this
Agreement a facility fee of $12,500.  In addition, on February 28, 2000,
Borrower shall pay to Bank an additional facility fee of $10,000.


                                    - 5 -
<PAGE>

                                     ARTICLE 3
                                 TERM LOAN FACILITY

     3.1    TERM LOAN.   Subject to the terms and conditions of this Agreement,
Bank shall make a term loan to Borrower of up to $20,000,000, available in a
single advance on or before the Conversion Date ("Term Loan").

     3.2    TERM NOTE.   The obligation of Borrower to repay the Term Loan
shall be evidenced by a promissory note (including all renewals, modifications,
and extensions thereof, the "Term Note") made by Borrower to the order of Bank,
and shall bear interest as provided in Article 4, payable in arrears on each
Interest Payment Date occurring after advance of the Term Loan.  The Term Note
shall be unsecured and shall be in substantially the same form as Exhibit B
attached.

     3.3    REPAYMENT OF PRINCIPAL.   On the first Business Day of each month,
beginning on the first Business Day of the month following the month in which
the Term Loan is advanced, Borrower shall pay to Bank, as installments of
principal under the Term Note, 1/84 of original amount advanced under the Term
Loan.  All principal and accrued interest of the Term Note shall be due and
payable in full on August 1, 2003.

     3.4    FEE.   Upon disbursement of the Term Loan, Borrower shall pay Bank
a facility fee of equal to 0.20% of the amount disbursed under the Term Loan,
which shall be nonrefundable.

                                     ARTICLE 4
                               INTEREST RATE OPTIONS

     4.1    INTEREST RATES AND PAYMENT DATE.   The Notes shall each bear
interest from the date of Advance on the unpaid principal balance outstanding
from time to time at the Floating Rate or Adjusted LIBOR Rate as selected by
Borrower and all accrued interest shall be payable in arrears on each Interest
Payment Date.

     4.2    PROCEDURE.   Borrower may, on any London Banking Day two London
Banking Days before a Commencement Date, request Bank to give an Adjusted LIBOR
Rate quote for a specified Note, loan amount, and Interest Period.  Bank will
then quote to Borrower the available Adjusted LIBOR Rate.  Borrower shall have
two hours from the time of the quote to elect an Adjusted LIBOR Rate by giving
Bank irrevocable notice of such election.

     4.3    OPTION RESTRICTIONS.   Each Interest Period shall be one, two, or
three months.  In no event shall the Interest Period extend beyond the
Termination Date.  The minimum amount of a LIBOR Rate Loan shall be $500,000.

     4.4    PREPAYMENTS.   If Borrower prepays all or any portion of a LIBOR
Rate Loan prior to the end of an Interest Period, there shall be due at the time
of any such prepayment the Prepayment Fee, determined in accordance with
Form 51-6325, which shall be attached as Exhibit 1 to each Note.  Borrower may
prepay Floating Rate Loans on any Business Day without premium or penalty.

     4.5    REVERSION TO FLOATING.   Each Note shall bear interest at the
Floating Rate unless an Adjusted LIBOR Rate is specifically selected.  At the
termination of any Interest Period, each LIBOR Rate Loan shall revert to a
Floating Rate Loan unless Borrower directs otherwise pursuant to Section 4.2.

     4.6    INABILITY TO PARTICIPATE IN MARKET.   If Bank in good faith cannot
participate in the Eurodollar market for legal or practical reasons, the
Adjusted LIBOR Rate shall cease to be an interest rate option.  Bank shall
notify Borrower if and when it again becomes legal or practical to participate
in the Eurodollar market, at which time the Adjusted LIBOR Rate shall resume
being an interest rate option.


                                    - 6 -
<PAGE>

     4.7    COSTS.   Borrower shall, as to LIBOR Rate Loans, reimburse Bank for
all costs, taxes, and expenses, and defend and hold Bank harmless for any
liabilities, which Bank may incur as a consequence of any changes in the cost of
participating in, or in the laws or regulations affecting, the Eurodollar
market, including any additional reserve requirements, except to the extent such
costs are already calculated into the Adjusted LIBOR Rate.  This covenant shall
survive this Agreement and the payment of the Notes.

     4.8    BASIS OF QUOTES.   Borrower acknowledges that Bank may or may not
in any particular case actually match-fund a LIBOR Rate Loan.  FDIC assessments,
and Federal Reserve Board reserve requirements, if any are assessed, will be
based on Bank's best estimates of its marginal cost for each of these items.
Whether such estimates in fact represent the actual cost to Bank for any
particular dollar or Eurodollar deposit or any LIBOR Rate Loan will depend upon
how Bank actually chooses to fund the LIBOR Rate Loan.  By electing an Adjusted
LIBOR Rate, Borrower waives any right to object to Bank's means of calculating
the Adjusted LIBOR Rate quote accepted by Borrower.

                                     ARTICLE 5
                               CONDITIONS OF LENDING

     Bank's obligation to make the initial Advance is subject to the conditions
precedent listed in Sections 5.1 through 5.4, and to make subsequent Advances is
subject to the conditions precedent listed in Sections 5.5 and 5.6, unless
waived by Bank in writing:

     5.1    AUTHORIZATION.   Borrower shall have delivered to Bank a copy of
minutes of a meeting of Borrower's board of directors authorizing the
transactions contemplated by this Agreement and the execution, delivery, and
performance of all Loan Documents, together with appropriate certificates of
incumbency.

     5.2    DOCUMENTATION.   Borrower shall have executed and delivered to Bank
all documents to reflect the existence of the Obligations.

     5.3    FINANCIAL COVENANTS.   Borrower shall be in compliance with
Sections 7.2 through 7.6.

     5.4    PROOF OF INSURANCE.   Proof of insurance as required by
Section 7.13 shall have been provided to Bank.

     5.5    REPRESENTATIONS AND WARRANTIES.   The representations and
warranties made by Borrower in the Loan Documents and in any certificate,
document, or financial statement furnished at any time shall continue to be true
and correct, except to the extent that such representations and warranties
expressly relate to an earlier date.

     5.6    COMPLIANCE.   No Default or other event which, upon notice or lapse
of time or both would constitute a Default, shall have occurred and be
continuing, or shall exist after giving effect to the advance of credit to be
made.

                                     ARTICLE 6
                           REPRESENTATIONS AND WARRANTIES

     To induce Bank to enter into this Agreement, Borrower represents, warrants,
and covenants to Bank as follows:

     6.1    EXISTENCE.   Borrower is in good standing as a corporation under
the laws of the state of Washington, has the power, authority, and legal right
to own and operate its property or lease the property it operates and to conduct
its current business; and is qualified to do business and is in good 


                                    - 7 -
<PAGE>

standing in all other jurisdictions where the ownership, lease, or operation 
of its property or the conduct of its business requires such qualification, 
except where the failure to so qualify would not have a material adverse 
effect on Borrower.

     6.2    ENFORCEABILITY.   The Loan Documents, when executed and delivered
by Borrower, shall be enforceable against Borrower in accordance with their
respective terms.

     6.3    NO LEGAL BAR.   The execution, delivery, and performance by
Borrower of the Loan Documents, and the use of the loan proceeds, shall not
violate any existing law or regulation applicable to Borrower; any ruling
applicable to Borrower of any court, arbitrator, or governmental agency or body
of any kind; Borrower's organizational documents; any security issued by
Borrower; or any mortgage, indenture, lease, contract, undertaking, or other
agreement to which Borrower is a party or by which Borrower or any of its
property may be bound.

     6.4    FINANCIAL INFORMATION.   By submitting each of the financial
statements required by Subsection 7.7(c) and (b), Borrower is deemed to
represent and warrant that: (a) such statement is complete and correct and
fairly presents the financial condition of Borrower as of the date of such
statement; (b) such statement discloses all liabilities of Borrower that are
required to be reflected or reserved against under GAAP, whether liquidated or
unliquidated, fixed or contingent; and (c) such statement has been prepared in
accordance with GAAP.  As of this date, there has been no adverse change in
Borrower's financial condition since preparation of the last such financial
statements delivered to Bank which would materially impair Borrower's ability to
repay the Obligations.

     6.5    LIENS AND ENCUMBRANCES.   As of this date, Borrower has good and
marketable title to its property free and clear of all security interests,
liens, encumbrances, or rights of others, except for taxes which are not yet
delinquent and for conditions, restrictions, easements, and rights of way of
record which do not materially affect the use of any of Borrower's property.

     6.6    LITIGATION.   Except as disclosed in writing to Bank, there is no
threatened (to Borrower's knowledge) or pending litigation, investigation,
arbitration, or administrative action which may materially adversely affect
Borrower's business, property, operations, or financial condition.

     6.7    PAYMENT OF TAXES.   Borrower has filed or caused to be filed all
tax returns when required to be filed; and has paid all taxes, assessments,
fees, licenses, excise taxes, franchise taxes, governmental liens, penalties,
and other charges levied or assessed against Borrower or any of its property
imposed on it by any governmental authority, agency, or instrumentality that are
due and payable (other than those returns or payments of which the amount,
enforceability, or validity are contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP are
provided on Borrower's books).

     6.8    EMPLOYEE BENEFIT PLAN.   Borrower is in compliance in all respects
with the provisions of ERISA and the regulations and published interpretations
thereunder.  Borrower has not engaged in any acts or omissions which would make
Borrower liable to the Plan, to any of its participants, or to the Internal
Revenue Service, under ERISA.

     6.9    MISREPRESENTATIONS.   No information, exhibits, data, or reports
furnished by Borrower or delivered to Bank in connection with Borrower's
application for credit misstates any material fact, or omits any fact necessary
to make such information, exhibits, data, or reports not misleading.

     6.10   NO DEFAULT.   Borrower is not in default in any Loan Document, or
in any contract, agreement, or instrument to which it is a party.

     6.11   NO BURDENSOME RESTRICTIONS.   No contract or other instrument to
which Borrower is a party, or order, award, or decree of any court, arbitrator,
or governmental agency, materially impairs Borrower's ability to repay the
Obligations.

                                    - 8 -
<PAGE>

     6.12   YEAR 2000 COMPLIANCE.   Borrower is in the process of conducting a
comprehensive review and assessment of Borrower's computer applications and
making inquiry of Borrower's key suppliers, vendors, and customers with respect
to the "year 2000 problem" (that is, the risk that computer applications may not
be able to properly perform date-sensitive functions after December 31, 1999)
and warrants that, once that review and inquiry has been completed, 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 the Obligations.

                                     ARTICLE 7
                               AFFIRMATIVE COVENANTS

     So long as this Agreement shall remain in effect, or any liability exists
under the Loan Documents, Borrower shall:

     7.1    USE OF PROCEEDS.   Use the proceeds of the Revolving Loan or the
Term Loan for working capital, for capital expenditures, for financing the EMASS
Acquisition, or for other general corporate purposes.

     7.2    TANGIBLE NET WORTH.   Maintain as of each quarter end a Tangible
Net Worth of not less than $63,385,000, increasing as of each fiscal quarter
end, beginning quarter ending July 31, 1998, by 50% of net income during the
quarter then ending, with no adjustment for net losses; PROVIDED, that the
required minimum Tangible Net Worth shall be adjusted downward by the amount of
the noncash writeoff of research and development expense relating to the EMASS
Acquisition, as determined within 120 days of the execution of this Agreement.

     7.3    FIXED CHARGE COVERAGE RATIO.   Maintain as of each quarter end a
Fixed Charge Coverage Ratio of at least 1.5 to 1.

     7.4    FUNDED DEBT RATIO.   Maintain as of each quarter end a Funded Debt
Ratio of not more than 2.50 to 1.

     7.5    DEBT RATIO.   Maintain as of each quarter end a Debt Ratio of no
more than 1.0 to 1.

     7.6    QUICK RATIO.   Maintain the following totals in a ratio of at least
1.25 to 1:

            (a)     the sum of (i) cash plus (ii) accounts receivable; to

            (b)     the sum of (i) Current Liabilities, plus (ii) the
     outstanding principal amount of all Obligations (excluding any Obligations
     classified as Current Liabilities).

     7.7    FINANCIAL INFORMATION.   Maintain a standard system of accounting
in accordance with GAAP and furnish to Bank the following:

            (a)     SEC REPORTING.  As soon as made available to the Securities
     and Exchange Commission or Borrower's shareholders, but no later than 45
     days after each quarter end as to 10-Qs and 90 days after each fiscal year
     end as to 10-Ks, copies of all 10-Q and 10-K filings;

            (b)     ANNUAL FINANCIAL STATEMENTS.  As soon as available and, in
     any event, within 90 days after the end of each fiscal year, a copy of the
     consolidated balance sheet, consolidated statement of income, consolidated
     statement of shareholders' equity, and consolidated statement of cash flow
     of Borrower for such year, setting forth in each case, in comparative form,
     corresponding figures from the preceding annual statements, each audited by
     independent certified public accountants of recognized standing selected by
     Borrower and satisfactory to 




                                    - 9 -
<PAGE>

     Bank certifying that such statement is complete and correct, fairly 
     presents without qualification the financial condition of Borrower for 
     such period, is prepared in accordance with GAAP, and has been audited 
     in conformity with generally accepted auditing standards;

            (c)     QUARTERLY FINANCIAL STATEMENTS.  As soon as available and,
     in any event, within 45 days after the end of each except the last fiscal
     quarter of each fiscal year, a copy of the consolidated statement of income
     of Borrower for the quarter and for the current fiscal year through such
     quarter, identifying as a separate item (through the fourth quarter
     following the EMASS Acquisition) the amount of noncash writeoff of research
     and development expense relating to the EMASS Acquisition, as determined
     within 120 days of the execution of this Agreement, and for each such
     quarter a copy of the consolidated balance sheet, consolidated statement of
     shareholders' equity, and consolidated statement of cash flow of Borrower
     as of the end of such quarter, setting forth, in each case, in comparative
     form, figures for the corresponding period of the preceding fiscal year,
     all in reasonable detail and satisfactory in scope to Bank, prepared under
     the supervision of the chief accounting officer of Borrower, and in form
     and substance satisfactory to Bank;

            (d)     OTHER CERTIFICATES.  Together with the delivery of the
     financial statements required by Subsections 7.7(c) and7.7(b), a
     certificate of the chief accounting officer of Borrower, in the form of
     Exhibit C attached;

            (e)     PROJECTIONS.  Annually, within 90 days of each fiscal year
     end, consolidated financial projections of Borrower for the fiscal year
     then beginning, in form satisfactory to Bank; and

            (f)     ADDITIONAL FINANCIAL INFORMATION.  As soon as available and,
     in any event, within ten days after request, such other data, information,
     or documentation as Bank may reasonably request.

     7.8    MAINTENANCE OF EXISTENCE.   Preserve and maintain its existence,
powers, and privileges in the jurisdiction of its formation, and qualify and
remain qualified in each jurisdiction in which its presence is necessary or
desirable in view of its business, operations, or ownership of its property.
Borrower shall also maintain and preserve all of its property which is necessary
or useful in the proper course of its business, in good working order and
condition, ordinary wear and tear excepted.

     7.9    BOOKS AND RECORDS.   Keep accurate and complete books, accounts,
and records in which complete entries shall be made in accordance with GAAP,
reflecting all financial transactions of Borrower.

     7.10   ACCESS TO PREMISES AND RECORDS.   At all reasonable times and as
often as Bank may reasonably request, permit any authorized representative
designated by Bank to have access to the premises, property, and financial
records of Borrower, including all records relating to the finances, operations,
and procedures of Borrower, and to make copies of or abstracts from such
records.  Borrower shall specifically permit Bank to make a full collateral
examination of Borrower within 90 days of the execution of this Agreement.

     7.11   NOTICE OF EVENTS.   Furnish Bank prompt written notice of:

            (a)     PROCEEDINGS.  Any proceeding instituted by or against
     Borrower in any court or before any commission or regulatory body, or any
     proceeding threatened against it in writing by any governmental agency
     which if adversely determined would have a material adverse effect on
     Borrower's business, property, or financial condition, or where the amount
     involved is $250,000 or more and not covered by insurance;

                                    - 10 -
<PAGE>

            (b)     MATERIAL DEVELOPMENT.  Any material development in any such
     proceeding referred to in Subsection 7.11(a);

            (c)     DEFAULTS.  Any accident, event, or condition which is or,
     with notice or lapse of time or both, would constitute a Default, or a
     default under any other agreement to which Borrower is a party; and

            (d)     ADVERSE EFFECT.  Any other action, event, or condition of
     any nature which could result in a material adverse effect on the business,
     property, or financial condition of Borrower.

     7.12   PAYMENT OF DEBTS AND TAXES.   Pay each Debt greater than $100,000
and perform all material obligations promptly and in accordance with their
terms, and pay and discharge promptly all taxes, assessments, and governmental
charges or levies imposed upon Borrower, its property, or revenues prior to the
date on which penalties attach thereto, as well as all lawful claims for labor,
material, supplies, or otherwise which, if unpaid, might become a lien or charge
upon Borrower's property.  Borrower shall not, however, be required to pay or
discharge any such tax, assessment, charge, levy, or claim so long as its
enforceability, amount, or validity is contested in good faith by appropriate
proceedings.

     7.13   INSURANCE.   Maintain commercially adequate levels of coverage with
financially sound and reputable insurers, including, without limitation:

            (a)     PROPERTY INSURANCE.  Insurance on all property of a
     character usually insured by organizations engaged in the same or similar
     type of business as Borrower against all risks, casualties, and losses
     through extended coverage or otherwise and of the kind customarily insured
     against by such organizations, with such policy or policies covering
     tangible collateral to name Bank as loss payee, as its interests may
     appear;

            (b)     LIABILITY INSURANCE.  Public liability insurance against
     tort claims which may be asserted against Borrower; and

            (c)     ADDITIONAL INSURANCE.  Such other insurance as may be
     required by law.

     7.14   SUBSIDIARY GUARANTIES.   Upon creation or acquisition of any
Significant Subsidiary (including but not limited to EMASS, Inc., but excluding
all subsidiaries of EMASS, Inc., whether or not such subsidiary would otherwise
be deemed a Significant Subsidiary pursuant to Section 1.35), such Significant
Subsidiary shall immediately provide Bank with a guaranty of the Obligations, in
substantially the form of Exhibit D attached, together with an acceptable
resolution of such Significant Subsidiary's board of directors authorizing such
guaranty.  A Foreign Subsidiary which becomes a Significant Subsidiary shall
only be required to provide such a guaranty and resolution if Bank so requests,
in writing.  Borrower authorizes Bank to release to any present or future
guarantor all information Bank possesses concerning Borrower or any loans,
credits, or other financial accommodations made to Borrower by Bank.  If at any
time a Subsidiary which has provided a guaranty to Bank of the Obligations
ceases to be a Subsidiary or a Significant Subsidiary, Bank shall release the
guaranty of such Subsidiary upon Borrower's request if (a) no Default has
occurred and is continuing, and (b) upon removal of such Subsidiary's financial
results on a pro forma basis from the most recent consolidated financial
statement provided by Borrower to Bank, no Default would have occurred under
Sections 7.2 through 7.6.


                                    - 11 -
<PAGE>

                                     ARTICLE 8
                                 NEGATIVE COVENANTS

     So long as this Agreement shall remain in effect, or any liability shall
exist under the Loan Documents, Borrower shall not, without prior written
consent of Bank, which consent shall not be unreasonably withheld:

     8.1    DEBT.   Create, incur, assume, permit to exist, or otherwise become
committed for any Debt except any:

            (a)     UNSECURED TRADE CREDIT.  Unsecured Trade Credit;

            (b)     EXISTING OBLIGATIONS.  Debt owing to Bank, or in existence
     as of this date and disclosed to Bank, and all renewals, modifications, and
     extensions thereof;

            (c)     PURCHASE MONEY FINANCE.  Debt incurred to finance the
     acquisition of fixed assets, subject to other restrictions of this
     Agreement;

            (d)     LEASE AGREEMENTS.  Debt incurred in connection with capital
     leases calling for payments in the aggregate not exceeding $250,000 in any
     one fiscal year; and

            (e)     ORDINARY COURSE.  Debt incurred in the ordinary course of
     business and appearing on the liability section of the balance sheet of
     Borrower, prepared in accordance with GAAP, including, without limitation,
     accrued liabilities and taxes payable.

     8.2    LIENS AND ENCUMBRANCES.   Create, incur, or assume, or agree to
create, incur, or assume any lien, whether consensual or nonconsensual, on any
of its property, or to enter into any lease with respect to any of its property
except:

            (a)     EXISTING LIENS.  Liens in effect as of this date;

            (b)     PURCHASE MONEY LIENS.  Liens securing purchase money finance
     of fixed assets, as permitted under Subsection 8.1(c);

            (c)     LIENS OF BANK.  Liens in favor of Bank;

            (d)     TAX LIENS.  Liens for taxes not yet due or which are being
     contested in good faith by appropriate proceedings; and

            (e)     INCIDENTAL LIENS.  Other liens incidental to the conduct of
     its business or the ownership of its property which are not incurred in
     connection with the borrowing of money or the obtaining of credit, and
     which do not in the aggregate materially impair the value or use of
     property.

     8.3    GUARANTIES.   Assume, guaranty, endorse, become a surety for,
indemnify, or otherwise in any fashion become responsible for, directly or
indirectly, any obligation of any Person, except:

            (a)     NEGOTIABLE INSTRUMENTS.  Endorsements on negotiable
     instruments for deposit or collection in the ordinary course of business;
     and

            (b)     PERFORMANCE BONDS.  Performance bonds as required in the
     ordinary course of Borrower's business.

     8.4    NET LOSSES.   Incur a net loss for two consecutive fiscal quarters.


                                    - 12 -
<PAGE>

     8.5    DISPOSITION OF ASSETS.   Sell, transfer, lease, or otherwise assign
or dispose of a substantial portion of its property to any Person, outside the
ordinary course of business.

     8.6    MERGERS.   Become a party to any merger, consolidation, or like
corporate change, or make any substantial transfer or contribution to, or
material investment in, stock, shares, or licenses of any Person, if any such
merger, investment, or the like is in an amount of $1,000,000 or more.

     8.7    WAGE AND HOUR LAWS.   Engage in any material violation of the
federal Fair Labor Standards Act or any comparable state wage and hour law.

     8.8    ERISA.   Engage in any act or omission which would make Borrower
materially liable under ERISA to the Plan, to any of its participants, or to the
Internal Revenue Service.

     8.9    DISSOLUTION.   Adopt any agreement or resolution for dissolving,
terminating, or substantially altering Borrower's present business activities.

     8.10   BUSINESS ACTIVITIES.   Engage or enter into any activity which is
unusual to Borrower's existing business.

     8.11   PERMITTED INVESTMENTS.   Make any investment outside the ordinary
course of Borrower's business, except:

            (a)     the EMASS Acquisition; and

            (b)     cash acquisitions of businesses if (i) both before and after
     such acquisition no Default has occurred or shall occur as a result
     thereof, (ii) Borrower provides to Bank notice of such acquisition no later
     than five days after the closing of such acquisition, and (iii) such
     acquisition(s), together with all other acquisitions made during the 12
     calendar months then ending (excluding the EMASS Acquisition), do not
     exceed 10% of Borrower's Tangible Net Worth as reported on Borrower's most
     recent quarterly or annual financial statement.

                                     ARTICLE 9
                         EVENTS AND CONSEQUENCES OF DEFAULT

     9.1    EVENTS OF DEFAULT.   Any of the following events shall, at the
option of Bank and at any time without regard to any previous knowledge on the
part of Bank, constitute a default by Borrower under the terms of this
Agreement, the Notes, and all other Loan Documents ("Default"):

            (a)     NONPAYMENT.  Any payment or reimbursement due or demanded
     under this Agreement or any Loan Document is not made within five days of
     the date when due;

            (b)     BREACH OF WARRANTY.  Any representation or warranty made in
     connection with this Agreement or any other Loan Document, or any
     certificate, notice, or report furnished pursuant hereto, is determined by
     Bank to be false in any material respect when made, and is relied upon by
     Bank to its detriment, or any of Borrower's representations regarding the
     "year 2000 problem" cease to be true, whether or not true when made, and as
     a result Bank reasonably believes that Borrower's financial condition or
     its ability to pay its debts as they come due will thereby be materially
     impaired;

            (c)     FAILURE TO PERFORM.  Any other term, covenant, or agreement
     contained in any Loan Document is not performed or satisfied, and, if
     remediable, such failure continues unremedied for 30 days after written
     notice thereof has been given to Borrower by Bank;


                                    - 13 -
<PAGE>

            (d)     DEFAULTS ON OTHER OBLIGATIONS.  There exists a default in
     the performance of any other agreement or obligation for the payment of
     borrowed money, for the deferred purchase price of property or services, or
     for the payment of rent under any lease, whether by acceleration or
     otherwise, which obligation exceeds $100,000, and which would permit such
     obligation to be declared due and payable prior to its stated maturity; and
     such default continues for 30 days after Borrower receives written notice
     thereof from the creditor so affected;

            (e)     GUARANTIES.  Any guarantor of all or any portion of the
     Obligations revokes or attempts to revoke such guaranty, whether with
     respect to future transactions or outstanding Obligations, or otherwise
     breaches the terms and conditions of such guaranty;

            (f)     LOSS, DESTRUCTION, OR CONDEMNATION OF PROPERTY.  A portion
     of Borrower's property is affected by any uninsured loss, damage,
     destruction, theft, sale, or encumbrance other than created herein or is
     condemned, seized, or appropriated, the effect of which materially impairs
     Borrower's financial condition or its ability to pay its debts as they come
     due;

            (g)     ATTACHMENT PROCEEDINGS AND INSOLVENCY.  Borrower or any of
     Borrower's property is affected by any:

                    (i)       Judgment lien, execution, attachment, garnishment,
            general assignment for the benefit of creditors, sequestration, or
            forfeiture, to the extent Borrower's financial condition or its
            ability to pay its debts as they come due is thereby materially
            impaired; or

                    (ii)      Proceeding under the laws of any jurisdiction 
            relating to receivership, insolvency, or bankruptcy, whether 
            brought voluntarily or involuntarily by or against Borrower, 
            including, without limitation, any reorganization of assets, 
            deferment or arrangement of debts, or any similar proceeding, 
            and, if such proceeding is involuntarily brought against 
            Borrower, it is not dismissed within 60 days;

            (h)     JUDGMENTS.  Final judgment on claims not covered by
     insurance which, together with other outstanding final judgments against
     Borrower, exceeds $250,000, and which materially impairs Borrower's
     financial condition or its ability to pay its debts as they come due, is
     rendered against Borrower and is not discharged, vacated, or reversed, or
     its execution stayed pending appeal, within 60 days after entry, or is not
     discharged within 60 days after the expiration of such stay; or

            (i)     GOVERNMENT APPROVALS.  Any governmental approval,
     registration, or filing with any governmental authority, now or later
     required in connection with the performance by Borrower of its obligations
     under the Loan Documents, is revoked, withdrawn, or withheld, or fails to
     remain in full force and effect, except Borrower shall have 60 days after
     notice of any such event to take whatever action is necessary to obtain all
     necessary approvals, registrations, and filings.

     9.2    REMEDIES UPON DEFAULT.   If any Default occurs and is continuing,
Bank may at its option, by notice to Borrower:

            (a)     TERMINATE COMMITMENTS.  Terminate Bank's commitment to make
     Advances and to advance the Term Loan;

            (b)     SUSPEND COMMITMENTS.  Refuse to make further Advances or to
     advance the Term Loan until any Default has been cured;



                                    - 14 -
<PAGE>

            (c)     ACCELERATE.  Declare any one or more of the Notes, together
     with all accrued interest, to be immediately due and payable without
     presentment, demand, protest, or notice of any kind, all of which are
     hereby expressly waived by Borrower;

            (d)     SETOFF.  Exercise its right of setoff against deposit
     accounts of Borrower with Bank; and/or

            (e)     ALL REMEDIES.  Pursue any other available legal and
     equitable remedies.

All of Bank's rights and remedies in all Loan Documents shall be cumulative and
can be exercised separately or concurrently.

                                     ARTICLE 10
                                   MISCELLANEOUS

     10.1   MANNER OF PAYMENTS.

            (a)     PAYMENTS ON NONBUSINESS DAYS.  Whenever any event is to
     occur or any payment is to be made under any Loan Document on any day other
     than a Business Day, such event may occur or such payment may be made on
     the next succeeding Business Day and such extension of time shall be
     included in computation of interest in connection with any such payment.

            (b)     PAYMENTS.  All payments and prepayments to be made by
     Borrower shall be made to Bank when due, at Bank's office as may be
     designated by Bank, without offsets or counterclaims for any amounts
     claimed by Borrower to be due from Bank, in U.S. dollars and in immediately
     available funds.

            (c)     APPLICATION OF PAYMENTS.  All payments made by Borrower
     shall be applied first against fees, expenses, and indemnities due; second,
     against interest due; and third, against principal, with Bank having the
     right, after a Default which is continuing, to apply any payments or
     collections received against any one or more of the Obligations in any
     manner which Bank may choose.

            (d)     RECORDING OF PAYMENTS.  Bank is authorized to record on a
     schedule or computer-generated statement the date and amount of each
     Advance, all conversions between interest rate options, and all payments of
     principal and interest.  All such schedules or statements, absent manifest
     error, shall constitute PRIMA FACIE evidence of the accuracy of the
     information so recorded.

     10.2   NOTICES.   Bank may make Advances and conversions between interest
rates based on telephonic, telex, and oral requests made by any Person whom Bank
in good faith believes to be authorized to act on behalf of Borrower.  All other
notices, demands, and other communications to be given pursuant to any of the
Loan Documents shall be in writing and shall be deemed received the earlier of
when actually received, or two days after being mailed, postage prepaid and
addressed as follows, or as later designated in writing:


BANK:                                 BORROWER:                                
                                                                               
SEAFIRST BANK                         ADVANCED DIGITAL INFORMATION  
Western Wholesale Team 2              CORPORATION
10500 N.E. 8th Street, 5th Floor      11431 Willows Road N.E.                   
Bellevue, WA  98004                   Redmond, WA  98052                        
Attention:  William P. Stivers        Attention:  Leslie S. Rock                





                                    - 15 -
<PAGE>


     10.3   DOCUMENTATION AND ADMINISTRATION EXPENSES.   Borrower shall pay,
reimburse, and indemnify Bank for all of Bank's reasonable costs and expenses,
including, without limitation, all accounting, appraisal, and report preparation
fees or expenses, all reasonable attorneys' fees (including the allocated cost
of in-house counsel), legal expenses, and recording or filing fees, incurred in
connection with the negotiation, preparation, execution, and administration of
this Agreement and all other Loan Documents, and all amendments, supplements, or
modifications thereto, and the perfection of all security interests, liens, or
encumbrances that may be granted to Bank; PROVIDED, that Borrower shall not be
required to reimburse Bank for more than $1,000 of Bank's legal fees and other
documentation fees for initial documentation of the facility represented by this
Agreement.  Borrower acknowledges that any legal counsel retained or employed by
Bank acts solely on the Bank's behalf and not on Borrower's behalf, despite
Borrower's obligation to reimburse Bank for the cost of such legal counsel, and
that Borrower has had sufficient opportunity to seek the advice of its own legal
counsel with regard to this Agreement.

     10.4   COLLECTION EXPENSES.   The nonprevailing party shall, upon demand 
by the prevailing party, reimburse the prevailing party for all of its costs, 
expenses, and reasonable attorneys' fees (including the allocated cost of 
in-house counsel) incurred in connection with any controversy or claim 
between said parties relating to this Agreement or any of the other Loan 
Documents, or to an alleged tort arising out of the transactions evidenced by 
this Agreement, including those incurred in any action, bankruptcy 
proceeding, arbitration or other alternative dispute resolution proceeding, 
or appeal, or in the course of exercising any judicial or nonjudicial 
remedies.

     10.5   WAIVER.   No failure to exercise and no delay in exercising, on the
part of Bank, any right, power, or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power, or
privilege hereunder preclude any other or further exercise thereof, or the
exercise of any other right, power, or privilege.  Further, no waiver or
indulgence by Bank of any Default shall constitute a waiver of Bank's right to
declare a subsequent similar failure or event to be a Default.

     10.6   ASSIGNMENT.   This Agreement is made expressly for the sole benefit
of Borrower and for the protection of Bank and its successors and assigns.  The
rights of Borrower hereunder shall not be assignable by operation of law or
otherwise, without the prior written consent of Bank.

     10.7   MERGER.   The rights and obligations set forth in this Agreement
shall not merge into or be extinguished by any of the Loan Documents, but shall
continue and remain valid and enforceable.  This Agreement and the other Loan
Documents constitute Bank's entire agreement with Borrower with regard to the
Revolving Loan and the Term Loan, and supersede all prior writings and oral
negotiations.  No oral or written representation, covenant, commitment, waiver,
or promise of either Bank or Borrower shall have any effect, whether made before
or after the date of this Agreement, unless contained in this Agreement or
another Loan Document, or in an amendment complying with Section 10.8.  ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, TO EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

     10.8   AMENDMENTS.   Any amendment or waiver of, or consent to any
departure by Borrower from any provision of, this Agreement shall be in writing
signed by each party to be bound thereby, and shall be effective only in the
specific instance and for the specific purpose for which given.

     10.9   MANDATORY ARBITRATION.

            (a)     At the request of either Bank or Borrower, any controversy
     or claim between Bank and Borrower, arising from or relating to this
     Agreement or any of the other Loan Documents, or arising from an alleged
     tort, shall be settled by arbitration in Seattle, Washington.  The United
     States Arbitration Act shall apply even though this Agreement is otherwise
     governed by Washington law.  The proceedings shall be administered by the
     American Arbitration Association under its commercial rules of arbitration.
     Any controversy 


                                    - 16 -
<PAGE>

     over whether an issue is arbitrable shall be determined by the 
     arbitrator(s).  Judgment upon the arbitration award may be entered in 
     any court having jurisdiction over the parties.  The institution and 
     maintenance of an action for judicial relief or pursuit of an ancillary 
     or provisional remedy shall not constitute a waiver of the right of 
     either party, including the plaintiff, to submit the controversy or 
     claim to arbitration if such action for judicial relief is contested.  
     For purposes of the application of the statute of limitations, the 
     filing of an arbitration pursuant to this subsection is the equivalent 
     of the filing of a lawsuit, and any claim or controversy which may be 
     arbitrated under this subsection is subject to any applicable statute of 
     limitations.  The arbitrator(s) will have the authority to decide 
     whether any such claim or controversy is barred by the statute of 
     limitations and, if so, to dismiss the arbitration on that basis.  The 
     parties consent to the joinder of any guarantor, hypothecator, or other 
     party having an interest relating to the claim or controversy being 
     arbitrated in any proceedings under this Section.

            (b)     No provision of this subsection shall limit the right of
     Borrower or Bank to exercise self-help remedies such as set-off,
     foreclosure, retention or sale of any collateral, or obtaining any
     ancillary, provisional, or interim remedies from a court of competent
     jurisdiction before, after, or during the pendency of any arbitration
     proceeding.  The exercise of any such remedy does not waive the right of
     either party to request arbitration.

     10.10  CONSTRUCTION.   Each term of this Agreement and each Loan Document
shall be binding to the extent permitted by law and shall be governed by the
laws of the State of Washington, excluding its conflict of laws rules.  If one
or more of the provisions of this Agreement should be invalid, illegal, or
unenforceable in any respect, the remaining provisions of this Agreement shall
remain effective and enforceable.  If there is a conflict among the provisions
of any Loan Documents, the provisions of this Agreement shall be controlling.
The captions and organization of this Agreement are for convenience only, and
shall not be construed to affect any provision of this Agreement.


     DATED August 17, 1998.

BORROWER:                               BANK:

ADVANCED DIGITAL INFORMATION            SEAFIRST BANK
CORPORATION



By /s/ Leslie S. Rock                   By  /s/ William P. Stivers
   --------------------------------        --------------------------------
Title  Treasurer                        Title  Vice President
      -----------------------------           -----------------------------




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