<PAGE>

                                                                   Exhibit 10(f)

(10f)     being the Promissory Note for term financing between Web Press
          Corporation and Washington First International Bank dated February 3,
          1997.


<PAGE>

                                PROMISSORY NOTE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
     PRINCIPAL      LOAN DATE      MATURITY     LOAN NO    CALL   COLLATERAL    ACCOUNT   OFFICER   INITIALS
    <S>            <C>            <C>          <C>         <C>    <C>           <C>       <C>       <C>
    $975,000.00    02-03-1997     02-03-2001   8015480002             40         801548     305
-------------------------------------------------------------------------------------------------------------
       References in the shaded area are for Lender's use only and do not limit the applicability of this
       document to any particular loan or item.
-------------------------------------------------------------------------------------------------------------

Borrower:  WEB PRESS CORPORATION AND WEB LEADER        Lender:  WASHINGTON FIRST INTERNATIONAL BANK
           INTERNATIONAL, INC.                                  9709 THIRD AVENUE NORTHEAST
           BOTH LOCATED AT 22023 - 68TH AVENUE SOUTH            SUITE 110
           KENT, WA 98032                                       SEATTLE, WA 98115
=============================================================================================================
</TABLE>

PRINCIPAL AMOUNT: $975,000.00 INITIAL RATE: 10.250% DATE OF NOTE: FEBRUARY 3,
1997

PROMISE TO PAY.  WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.
("Borrower") promises to pay to Washington First International Bank ("Lender"),
or order, in lawful money of the United States of America, the principal amount
of Nine Hundred Seventy Five Thousand & 00/100 Dollars ($975,000.00), together
with interest on the unpaid principal balance from February 3, 1997, until paid
in full.

PAYMENT.  Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 48 payments of $24,837.56 each payment.
Borrower's first payment is due March 3, 1997, and all subsequent payments are
due on the same day of each month after that. Borrower's final payment will be
due on February 3, 2001, and will be for all principal and all accrued interest
not yet paid. Payments include principal and interest. Interest on this Note is
computed on a 365/365 simple interest basis; that is, by applying the ratio of
the annual interest rate over the number of days in a year, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding. Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing. Unless
otherwise agreed or required by applicable law, payments will be applied first
to any unpaid collection costs and any late charges, then to any unpaid
interest, and any remaining amount to principal.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to change
from time to time based on changes in an index which is Lender's Prime Rate (the
"Index"). This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers. This rate may or may not be
the lowest rate available from Lender at any given time. Lender will tell
Borrower the current index rate upon Borrower's request. Borrower understands
that Lender may make loans based on other rates as well. The interest rate
change will not occur more often than each DAY. The Index currently is 8.250%
per annum. The interest rate to be applied to the unpaid principal balance of
this Note will be at a rate of 2.000 percentage points over the Index, resulting
in an initial rate of 10.250% per annum. NOTICE: Under no circumstances will the
interest rate on this Note be more than the maximum rate allowed by applicable
law. Whenever increases occur in the interest rate, Lender, at its option, may
do one or more of the following: (a) increase Borrower's payments to ensure
Borrower's loan will pay off by its original final maturity date, (b) increase
Borrower's payments to cover accruing interest, (c) increase the number of
Borrower's payments, and (d) continue Borrower's payments at the same amount and
increase Borrower's final payment.

PREPAYMENT.  Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default), except
as otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments under the payment schedule.
Rather, they will reduce the principal balance due and may result in Borrower
making fewer payments.

LATE CHARGE.  If a payment is 15 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment of $15.00, whichever is greater.

DEFAULT.  Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any of Borrower's property on or in which Lender
has a lien or security interest. This includes a garnishment of any of
Borrower's account with Lender. (f) Any guarantor dies or any of the other
events described in this default section occurs with respect to any guarantor of
this Note. (g) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
Indebtedness is impaired.

If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lender's sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the variable interest rate on this Note to 7.000
percentage points over the Index. The interest rate will not exceed the maximum
rate permitted by applicable law. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower also will pay Lender that
amount. This includes, subject to any limits under applicable law, Lender's
attorneys' fees and Lender's legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law. This Note has been delivered to
Lender and accepted by Lender in the State of Washington. If there is a lawsuit,
Borrower agrees upon Lender's request to submit to the jurisdiction of the
courts of King County, the State of Washington. This Note shall be governed by
and construed in accordance with the laws of the State of Washington.

DISHONORED ITEM FEE.  Borrower will pay a fee to Lender of $15.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest, in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh accounts,
and all trust accounts for which the grant of a security interest would be
prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against any and
all such accounts.

<PAGE>

02-03-1997                      PROMISSORY NOTE                         Page 2
                                  (Continued)
================================================================================

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.

By: /s/ Gary B. Palmer
   ----------------------------------------------
   GARY B. PALMER, General Manager: WEB PRESS CORPORATION

By: /s/ Gary B. Palmer
   ----------------------------------------------
   GARY B. PALMER, Chairman: WEB LEADER INTERNATIONAL, INC.

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

<PAGE>

                              LANDLORD'S CONSENT

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
PRINCIPAL    LOAN DATE    MATURITY     LOAN NO    CALL    COLLATERAL    ACCOUNT    OFFICER    INITIALS
<S>         <C>          <C>         <C>          <C>     <C>           <C>        <C>        <C>
            02-03-1997   02-03-2001  8015480002               40        801548       305
---------------------------------------------------------------------------------------------------------
     References in the shaded area are for Lender's use only and do not limit the applicability of this
document to any particular loan or item.
---------------------------------------------------------------------------------------------------------

Borrower:  WEB PRESS CORPORATION AND WEB LEADER          LENDER:  WASHINGTON FIRST INTERNATIONAL BANK
           INTERNATIONAL, INC.                                    9709 THIRD AVENUE NORTHEAST
           BOTH LOCATED AT 22023-68TH AVENUE SOUTH                SUITE 110
           KENT, WA 98032                                         SEATTLE, WA 98115
=========================================================================================================
</TABLE>

THIS LANDLORD'S CONSENT IS ENTERED INTO AMONG WEB PRESS CORPORATION AND WEB
LEADER INTERNATIONAL, INC. ("BORROWER"), WHOSE ADDRESS IS BOTH LOCATED AT 22023
- 68TH AVENUE SOUTH, KENT, WA 98032; WASHINGTON FIRST INTERNATIONAL BANK
("LENDER"), WHOSE ADDRESS IS 9709 THIRD AVENUE NORTHEAST, SUITE 110, SEATTLE, WA
98115; AND HALLISSEY RJ COMPANY, INC. ("LANDLORD"), WHOSE ADDRESS IS 12835
BELLEVUE-REDMOND ROAD, BELLEVUE, WA 98005. Borrower and Lender have entered
into, or are about to enter into, an agreement whereby Lender has acquired or
will acquire a security interest or other interest in the Collateral. Some or
all of the Collateral may be affixed or otherwise become located on the
Premises. To induce Lender to extend the Loan to Borrower against such
security interest in the Collateral and for other valuable consideration,
Landlord hereby agrees with Lender and Borrower as follows:

DEFINITIONS.  The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

     AGREEMENT.  The word "Agreement" means this Landlord's Consent, as this
     Landlord's Consent may be amended or modified from time to time, together
     with all exhibits and schedules attached to this Landlord's Consent from
     time to time.

     BORROWER:  The word "Borrower" means WEB PRESS CORPORATION AND WEB LEADER
     INTERNATIONAL, INC..

     COLLATERAL.  The word "Collateral" means certain of Borrower's personal
     property in which Lender has acquired or will acquire a security interest,
     including without limitation the following specific property:

          ALL INVENTORY, ACCOUNTS, EQUIPMENT, GENERAL INTANGIBLES AND FIXTURES,
          INCLUDING BUT NOT LIMITED TO WHEREVER LOCATED

     LANDLORD.  The word "Landlord" means HALLISSEY RJ COMPANY, INC.. The term
     "Landlord" is used for convenience purposes only. Landlord's interest in
     the Premises may be that of a fee owner, lessor, sublessor or lienholder,
     or that of any other holder of an interest in the Premises which may
     be, or may become, prior to the interest of Lender.

     LEASE.  The word "Lease" means that certain lease of the Premises, dated
     October 16, 1987, between Landlord and Borrower.

     LENDER.  The word "Lender" means Washington First International Bank, its
     successors and assigns.

     LOAN.  The word "Loan" means the loan, or any other financial
     accommodations, Lender has made or is making to Borrower.

     PREMISES.  The word "Premises" means the real property located in KING
     County, State of Washington, commonly known as 22023 - 68TH AVE SOUTH,
     KENT, WA 98032.

DISCLAIMER OF INTEREST.  Landlord hereby consents to Lender's security interest
(or other interest) in the Collateral and disclaims all interests, liens and
claims which Landlord now has or may hereafter acquire in the Collateral.
Landlord agrees that any lien or claim it may now have or may hereafter have in
the Collateral will be subject at all times to Lender's security interest (or
other present or future interest) in the Collateral and will be subject to the
rights granted by Landlord to Lender in this Agreement.

ENTRY ONTO PREMISES.  Landlord and Borrower grant to Lender the right to enter
upon the Premises for the purpose of removing the Collateral from the Premises
or conducting sales of the Collateral on the Premises. The rights granted to
Lender in this Agreement will continue until a reasonable time after Lender
receives notice in writing from Landlord that Borrower no longer is in lawful
possession of the Premises. If Lender enters onto the Premises and removes the
Collateral, Lender agrees with Landlord not to remove any Collateral in such a
way that the Premises are damages, without either repairing any such damage or
reimbursing Landlord for the cost of repair.

MISCELLANEOUS PROVISIONS. This Agreement shall extend to and bind the respective
heirs, personal representatives, successors and assigns of the parties to this
Agreement. The covenants of Borrower and Landlord respecting subordination of
the claim or claims of Landlord in favor of Lender shall extend to, include, and
be enforceable by any transferee or endorsee to whom Lender may transfer any
claim or claims to which this Agreement shall apply. Lender need not accept this
Agreement in writing or otherwise to make it effective. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Washington. If Landlord is other than an individual, any agent or other person
executing this Agreement on behalf of Landlord represents and warrants to Lender
that he or she has full power and authority to execute this Agreement on
Landlord's behalf. Lender shall not be deemed to have waived any rights under
this Agreement unless such waiver is in writing and signed by Lender. Without
notice to Landlord and without affecting the validity of this Consent, Lender
may do or not do anything it deems appropriate or necessary with respect to the
Loan, any obligors on the Loan, or any Collateral for the Loan; including
without limitation extending, renewing, rearranging, or accelerating any of the
Loan indebtedness. No delay or omission on the part of Lender in exercising any
right shall operate as a waiver of such right or any other right. A waiver by
Lender of a provision of this Agreement shall not constitute a waiver of or
prejudice Lender's right otherwise to demand strict compliance with that
provision or any other provision. Whenever consent by Lender is required in this
Agreement, the granting of such consent by Lender in any one instance shall not
constitute continuing consent to subsequent instances where such consent is
required.

<PAGE>

02-03-1997                     LANDLORD'S CONSENT                      PAGE 2
                                  (CONTINUED)
================================================================================

BORROWER AND LANDLORD ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS
LANDLORD'S CONSENT, AND BORROWER AND LANDLORD AGREE TO ITS TERMS. THIS AGREEMENT
IS DATED FEBRUARY 3, 1997.

BORROWER:

WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.

By: /s/ Gary B. Palmer
   ----------------------------------------------
   GARY B. PALMER, General Manager: WEB PRESS CORPORATION

By: /s/ Gary B. Palmer
   ----------------------------------------------
   GARY B. PALMER, Chairman: WEB LEADER INTERNATIONAL, INC.

LANDLORD:                                    LENDER:
HALLISSEY RJ COMPANY, INC.                   Washington First International Bank

                                             By: /s/ Michael C C Lum
X________________________________               --------------------------------
 Landlord's Signature                           Authorized Officer

================================================================================
<PAGE>

                         COMMERCIAL SECURITY AGREEMENT

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
   PRINCIPAL       LOAN DATE        MATURITY        LOAN NO       CALL       COLLATERAL       ACCOUNT       OFFICER      INITIALS
  <S>              <C>             <C>             <C>            <C>        <C>              <C>           <C>          <C>
  $975,000.00      02-03-1997      02-03-2001      8015480002                    40            801548         305
------------------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
                                                              or item
------------------------------------------------------------------------------------------------------------------------------------

BORROWER:  WEB PRESS CORPORATION AND WEB LEADER             LENDER:  WASHINGTON FIRST INTERNATIONAL BANK
           INTERNATIONAL, INC.                                       9709 THIRD AVENUE NORTHEAST
             BOTH LOCATED AT 22203-68TH AVENUE SOUTH                 SUITE 110
           KENT, WA 98032                                            SEATTLE, WA 98115
====================================================================================================================================
</TABLE>

THIS COMMERCIAL SECURITY AGREEMENT IS ENTERED INTO BETWEEN WEB PRESS CORPORATION
AND WEB LEADER INTERNATIONAL, INC. (REFERRED TO BELOW AS "GRANTOR"); AND
WASHINGTON FIRST INTERNATIONAL BANK (REFERRED TO BELOW AS "LENDER). FOR VALUABLE
CONSIDERATION, GRANTOR GRANTS TO LENDER A SECURITY INTEREST IN THE COLLATERAL TO
SECURE THE INDEBTEDNESS AND AGREES THAT LENDER SHALL HAVE THE RIGHTS STATED IN
THIS AGREEMENT WITH RESPECT TO THE COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS
WHICH LENDER MAY HAVE BY LAW.

DEFINITIONS.  The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

     AGREEMENT. The word "Agreement" means this Commercial Security Agreement,
     as this Commercial Security Agreement may be amended or modified from time
     to time, together with all exhibits and schedules attached to this
     Commercial Security Agreement from time to time.

     COLLATERAL.  The word "Collateral" means the following described property
     of Grantor, whether now owned or hereafter acquired, whether now existing
     or hereafter arising, and wherever located:

          All INVENTORY, ACCOUNTS, EQUIPMENT, GENERAL INTANGIBLES AND FIXTURES,
          TOGETHER WITH THE FOLLOWING SPECIFICALLY DESCRIBED PROPERTY:
          WHEREVER LOCATED

     In addition, the word "Collateral" includes all the following, whether now
     owned or hereafter acquired, whether now existing or hereafter arising, and
     wherever located:

          (a)  All attachments, accessions, accessories, tools, parts, supplies,
          increases, and additions to and all replacements of and substitutions
          for any property described above.

          (b)  All products and produce of any of the property described in this
          Collateral section.

          (c)  All accounts, general intangibles, instruments, rents, monies,
          payments, and all other rights, arising out of a sale, lease, or other
          disposition of any of the property described in this Collateral
          section.

          (d)  All proceeds (including insurance proceeds) from the sale,
          destruction, loss, or other disposition of any of the property
          described in this Collateral section.

          (e)  All records and data relating to any of the property described in
          this Collateral section, whether in the form of a writing, photograph,
          microfilm, microfiche, or electronic media, together with all of other
          Grantor's rights, title, and interest in and to all computer software
          required to utilize, create, maintain, and process any such records or
          data on electronic media.

     EVENT OF DEFAULT. The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "Events of Default."

     GRANTOR.  The word "Grantor" means WEB PRESS CORPORATION AND WEB LEADER
     INTERNATIONAL, INC., its successors and assigns

     GUARANTOR.  The word "Guarantor" means and includes without limitation each
     and all of the guarantors, sureties, and accommodation parties in
     connection with the Indebtedness.

     INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
     the Note, including all principal and interest, together will all other
     indebtedness and costs and expenses for which Grantor is responsible under
     this Agreement or under any of the Related Documents.

     LENDER. The word "Lender" means Washington First International Bank, its
     successors and assigns.

     NOTE.  The word "Note" means the note or credit agreement dated February 3,
     1997, in the principal amount of $975,000.000 from WEB PRESS CORPORATION
     AND WEB LEADER INTERNATIONAL, INC. to Lender, together with all renewals
     of, extensions of, modifications of, refinancings of, consolidations of and
     substitutions for the note or credit agreement.

     RELATED DOCUMENTS.  The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

RIGHT OF SETOFF. Grantor hereby grants Lender a contractual possessory security
interest in and hereby assigns, conveys, delivers, pledges, and transfers all of
Grantor's right, title and interest in and to Grantor's accounts with Lender
(whether checking, savings, or some other account), including all accounts held
jointly with someone else and all accounts Grantor may open in the future,
excluding, however, all IRA and Keogh accounts, and all trust accounts for which
the grant of a security interest would be prohibited by law. Grantor authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all
Indebtedness against any and all such accounts.

OBLIGATIONS OF GRANTOR.  Grantor warrants and covenants to Lender as follows:

     ORGANIZATION. Grantor is a corporation which is duly organized, validly
     existing, and in good standing under the laws of the State of Washington.
     Grantor has its chief executive office at BOTH LOCATED AT 22023 - 68TH
     AVENUE SOUTH, KENT, WA 98032. Grantor will notify Lender of any change in
     the location of Grantor's chief executive office.

     AUTHORIZATION. The execution, delivery, and performance of this Agreement
     by Grantor have been duly authorized by all necessary action by Grantor and
     do not conflict with, result in a violation of, or constitute a default
     under (a) any provision of its articles of incorporation or organization,
     or bylaws, or any agreement or other instrument binding upon Grantor or (b)
     any law, governmental regulation, court decree, or order applicable to
     Grantor.

     PERFECTION OF SECURITY INTEREST.  Grantor agrees to execute such financing
     statements and to take whatever other actions are requested by Lender to
     perfect and continue Lender's security interest in the Collateral. Upon
     request of Lender, Grantor will deliver to Lender any and all of the
     documents evidencing or constituting the Collateral, and Grantor will note
     Lender's interest upon and all chattel paper if not delivered to Lender for
     possession by Lender. Grantor hereby appoints Lender as its irrevocable
     attorney-in-fact for the purpose of executing any


<PAGE>

02-03-1997               COMMERCIAL SECURITY AGREEMENT                    Page 2
                                  (CONTINUED)
================================================================================

documents necessary to perfect or to continue the security interest granted in
this Agreement. Lender may at any time, and without further authorization from
Grantor, file a carbon, photographic or other reproduction of any financing
statement or of this Agreement for use as a financing statement. Grantor will
reimburse Lender for all expenses for the perfection and the continuation of the
perfection of Lender's security interest in the Collateral. Grantor promptly
will notify Lender before any change in Grantor's name including any change to
the assumed business names of Grantor.

NO VIOLATION.  The execution and delivery of this Agreement will not violate any
law or agreement governing Grantor or to which Grantor is a party, and its
certificate or articles of incorporation and bylaws do not prohibit any term or
condition of this Agreement.

ENFORCEABILITY OF COLLATERAL.  To the extent the Collateral consists of
accounts, chattel paper, or general intangibles, the Collateral is enforceable
in accordance with its terms, is genuine, and complies with applicable laws
concerning form, content and manner of preparation and execution, and all
persons appearing to be obligated on the Collateral have authority and capacity
to contract and are in fact obligated as they appear to be on the Collateral. At
the time any account becomes subject to a security interest in favor of Lender,
the account shall be a good and valid account representing an undisputed, bona
fide indebtedness incurred by the account debtor, for merchandise held subject
to delivery instructions or theretofore shipped or delivered pursuant to a
contract of sale, or for services theretofore performed by Grantor with or for
the account debtor; there shall be no setoffs or counterclaims against any such
account; and no agreement under which any deductions or discounts may be claimed
shall have been made with the account debtor except those disclosed to Lender in
writing.

LOCATION OF THE COLLATERAL.  Grantor, upon request of Lender, will deliver to
Lender in form satisfactory to Lender a schedule of real properties and
Collateral locations relating to Grantor's operations, including without
limitation the following: (a) all real property owned or being purchased by
Grantor; (b) all real property being rented or leased by Grantor; (c) all
storage facilities owned, rented, leased, or being used by Grantor; and (d) all
other properties where Collateral is or may be located. Except in the ordinary
course of its business, Grantor shall not remove the Collateral from its
existing locations without the prior written consent of Lender.

REMOVAL OF COLLATERAL.  Grantor shall keep the Collateral (or to the extent the
Collateral consists of intangible property such as accounts, the records
concerning the Collateral) at Grantor's address shown above, or at such other
locations as are acceptable to Lender. Except in the ordinary course of its
business, including the sales of inventory, Grantor shall not remove the
Collateral from its existing locations without the prior written consent of
Lender. To the extent that the Collateral consists of vehicles, or other titled
property, Grantor shall not take or permit any action which would require
application for certificates of title for the vehicles outside the State of
Washington, without the prior written consent of Lender.

TRANSACTIONS INVOLVING COLLATERAL.  Except for inventory sold or accounts
collected in the ordinary course of Grantor's business, Grantor shall not sell,
offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor
is not in default under this Agreement, Grantor may sell inventory, but only in
the ordinary course of its business and only to buyers who qualify as a buyer in
the ordinary course of business. A sale in the ordinary course of Grantor's
business does not include a transfer in partial or total satisfaction of a debt
or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise
permit the Collateral to be subject to any lien, security interest, encumbrance,
or charge, other than the security interest provided for in this Agreement,
without the prior written consent of Lender. This includes security interests
even if junior in right to the security interests granted under this Agreement.
Unless waived by Lender, all proceeds from any disposition of the Collateral
(for whatever reason) shall be held in trust for Lender and shall not be
commingled with any other funds; provided however, this requirement shall not
constitute consent by Lender to any sale or other disposition. Upon receipt,
Grantor shall immediately deliver any such proceeds to Lender.

TITLE.  Grantor represents and warrants to Lender that it holds good and
marketable title to the Collateral, free and clear of all liens and encumbrances
except for the lien of this Agreement. No financing statement covering any of
the Collateral is on file in any public office other than those which reflect
the security interest created by this Agreement or to which Lender has
specifically consented. Grantor shall defend Lender's rights in the Collateral
against the claims and demands of all other persons.

COLLATERAL SCHEDULES AND LOCATIONS.  As often as Lender shall require, and
insofar as the Collateral consists of accounts and general intangibles, Grantor
shall deliver to Lender schedules of such Collateral, including such information
as Lender may require, including without limitation names and addresses of
account debtors and agings of accounts and general intangibles. Insofar as the
Collateral consists of inventory and equipment, Grantor shall deliver to Lender,
as often as Lender shall require, such lists, descriptions, and designations of
such Collateral as Lender may require to identify the nature, extent, and
location of such Collateral. Such information shall be submitted for Grantor and
each of its subsidiaries or related companies.

MAINTENANCE AND INSPECTION OF COLLATERAL.  Grantor shall maintain all tangible
Collateral in good condition and repair. Grantor will not commit or permit
damage to or destruction of the Collateral or any part of the Collateral. Lender
and its designated representatives and agents shall have the right at all
reasonable times to examine, inspect, and audit the Collateral wherever located.
Grantor shall immediately notify Lender of all cases involving the return,
rejection, repossession, loss or damage of or to any Collateral; of any request
for credit or adjustment or of any other dispute arising with respect to the
Collateral; and generally of all happenings and events affecting the Collateral
or the value or the amount of the Collateral.

TAXES, ASSESSMENTS AND LIENS.  Grantor will pay when due all taxes, assessments
and liens upon the Collateral, its use or operation, upon this Agreement, upon
any promissory note or notes evidencing the indebtedness, or upon any of the
other Related Documents. Grantor may withhold any such payment or may elect to
contest any lien if Grantor is in good faith conducting an appropriate
proceeding to contest the obligation to pay and so long as Lender's interest in
the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is
subjected to a lien which is not discharged within fifteen (15) days, Grantor
shall deposit with Lender cash, a sufficient corporate surety bond or other
security satisfactory to Lender in an amount adequate to provide for the
discharge of the lien plus any interest, costs, attorneys' fees or other charges
that could accrue as a result of foreclosure or sale of the Collateral. In any
contest Grantor shall defend itself and Lender and shall satisfy any final
adverse judgment before enforcement against the Collateral. Grantor shall name
Lender as an additional obligee under any surety bond furnished in the contest
proceedings.

COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS.  Grantor shall comply promptly with
all laws, ordinances, rules and regulations of all governmental authorities, now
or hereafter in effect, applicable to the ownership, production, disposition, or
use of the Collateral. Grantor may contest in good faith any such law, ordinance
or regulation and withhold compliance during any proceeding, including
appropriate appeals, so long as Lender's interest in the Collateral, in Lender's
opinion, is not jeopardized.

HAZARDOUS SUBSTANCES. Grantor represents and warrants that the Collateral never
has been, and never will be so long as this Agreement remains a lien on the
Collateral, used for the generation, manufacture, storage, transportation,
treatment, disposal, release or threatened release of any hazardous waste or
substance, as those terms are defined in the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C.
Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 94-499 ("SARA"), the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901, et seq., or other applicable state or Federal laws,
rules, or regulations adopted pursuant to any of the foregoing. The terms
"hazardous waste" and "hazardous substance" shall also include, without
limitation, petroleum and petroleum by-products or any fraction thereof
and asbestos. The representations and warranties contained herein are based on
Grantor's due diligence in investigating the Collateral for hazardous wastes and
substances. Grantor hereby (a) releases and waives any future claims against
Lender for indemnity or contribution in the
<PAGE>

02-03-1997               COMMERCIAL SECURITY AGREEMENT                    PAGE 3
                                  (CONTINUED)
================================================================================

     event Grantor becomes liable for cleanup or other costs under any such
     laws, and (b) agrees to indemnify and hold harmless Lender against any and
     all claims and losses resulting from a breach of this provision of this
     Agreement. This obligation to indemnify shall survive the payment of the
     Indebtedness and the satisfaction of this Agreement.

     MAINTENANCE OF CASUALTY INSURANCE.  Grantor shall procure and maintain all
     risks insurance, including without limitation fire, theft and liability
     coverage together with such other insurance as Lender may require with
     respect to the Collateral, in form, amounts, coverages and basis reasonably
     acceptable to Lender and issued by a company or companies reasonably
     acceptable to Lender. Grantor, upon request of Lender, will deliver to
     Lender from time to time the policies or certificates of insurance in form
     satisfactory to Lender, including stipulations that coverages will not be
     cancelled or diminished without at least ten (10) days' prior written
     notice to Lender and not including any disclaimer of the insurer's
     liability for failure to give such a notice. Each insurance policy also
     shall include an endorsement providing that coverage in favor of Lender
     will not be impaired in any way by any act, omission or default of Grantor
     or any other person. In connection with all policies covering assets in
     which Lender holds or is offered a security interest, Grantor will provide
     Lender with such loss payable or other endorsements as Lender may require.
     If Grantor at any time fails to obtain or maintain any insurance as
     required under this Agreement, Lender may (but shall not be obligated to)
     obtain such insurance as Lender deems appropriate, including if it so
     chooses "single interest insurance," which will cover only Lender's
     interest in the Collateral.

     APPLICATION OF INSURANCE PROCEEDS.  Grantor shall promptly notify Lender of
     any loss or damage to the Collateral. Lender may make proof of loss if
     Grantor fails to do so within fifteen (15) days of the casualty. All
     proceeds of any insurance on the Collateral, including accrued proceeds
     thereon, shall be held by Lender as part of the Collateral. If Lender
     consents to repair or replacement of the damaged or destroyed Collateral,
     Lender shall, upon satisfactory proof of expenditure, pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration.
     If Lender does not consent to repair or replacement of the Collateral,
     Lender shall retain a sufficient amount of the proceeds to pay all of the
     Indebtedness, and shall pay the balance to Grantor. Any proceeds which have
     not been disbursed within six (6) months after their receipt and which
     Grantor has not committed to the repair or restoration of the Collateral
     shall be used to prepay the Indebtedness.

     INSURANCE RESERVES.  Lender may require Grantor to maintain with Lender
     reserves for payment of insurance premiums, which reserves shall be created
     by monthly payments from Grantor of a sum estimated by Lender to be
     sufficient to produce, at least fifteen (15) days before the premium due
     date, amounts at least equal to the insurance premiums to be paid. If
     fifteen (15) days before payment is due, the reserve funds are
     insufficient, Grantor shall upon demand pay any deficiency to Lender. The
     reserve funds shall be held by Lender as a general deposit and shall
     constitute a non-interest-bearing account which Lender may satisfy by
     payment of the insurance premiums required to be paid by Grantor as they
     become due. Lender does not hold the reserve funds in trust for Grantor,
     and Lender is not the agent of Grantor for payment of the insurance
     premiums required to be paid by Grantor. The responsibility for the payment
     of premiums shall remain Grantor's sole responsibility.

     INSURANCE REPORTS.  Grantor, upon request of Lender, shall furnish to
     Lender reports on each existing policy of insurance showing such
     information as Lender may reasonably request including the following: (a)
     the name of the insurer; (b) the risks insured; (c) the amount of the
     policy; (d) the property insured; (e) the then current value on the basis
     of which insurance has been obtained and the manner of determining that
     value; and (f) the expiration date of the policy. In addition, Grantor
     shall upon request by Lender (however not more often than annually) have an
     independent appraiser satisfactory to Lender determine, as applicable, the
     cash value or replacement cost of the Collateral.

GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until default and except
as otherwise provided below with respect to accounts, Grantor may have
possession of the tangible personal property and beneficial use of all the
Collateral and may use it in any lawful manner not inconsistent with this
Agreement or the Related Documents, provided that Grantor's right to possession
and beneficial use shall not apply to any Collateral where possession of the
Collateral by Lender is required by law to perfect Lender's security interest in
such Collateral. Until otherwise notified by Lender, Grantor may collect any of
the Collateral consisting of accounts. At any time and even though no Event of
Default exists, Lender may exercise its rights to collect the accounts and to
notify account debtors to make payments directly to Lender for application to
the Indebtedness. If Lender at any time has possession of any Collateral,
whether before or after an Event of Default, Lender shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in Lender's sole discretion, shall deem appropriate under the circumstances, but
failure to honor any request by Grantor shall not of itself be deemed to be a
failure to exercise reasonable care. Lender shall not be required to take any
steps necessary to preserve any rights in the Collateral against prior parties,
nor to protect, preserve or maintain any security interest given to secure the
Indebtedness.

EXPENDITURES BY LENDER.  If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the Note from the date
incurred or paid by Lender to the date of repayment by Grantor. All such
expenses shall become a part of the Indebtedness and, at Lender's option, will
(a) be payable on demand, (b) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment which will be
due and payable at the Note's maturity. This Agreement also will secure payment
of these amounts. Such right shall be in addition to all other rights and
remedies to which Lender may be entitled upon the occurrence of an Event of
Default.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

     DEFAULT ON INDEBTEDNESS.  Failure of Grantor to make any payment when due
     on the Indebtedness.

     OTHER DEFAULTS.  Failure of Grantor to comply with or to perform any other
     term, obligation, covenant or condition contained in this Agreement or in
     any of the Related Documents or in any other agreement between Lender and
     Grantor.

     FALSE STATEMENTS.  Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Grantor under this Agreement, the
     Note or the Related Documents is false or misleading in any material
     respect, either now or at the time made or furnished.

     DEFECTIVE COLLATERALIZATION.  This Agreement or any of the Related
     Documents ceases to be in full force and effect (including failure of any
     collateral documents to create a valid and perfect security interest or
     lien) at any time and for any reason.

     INSOLVENCY.  The dissolution or termination of Grantor's existence as a
     going business, the insolvency of Grantor, the appointment of a receiver
     for any part of Grantor's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Grantor.

     CREDITOR OR FORFEITURE PROCEEDINGS.  Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help
     repossession or any other method, by any creditor of Grantor or by any
     governmental agency against the Collateral or any other collateral securing
     the Indebtedness. This includes a garnishment of any of Grantor's deposit
     accounts with Lender. However, this Event of Default shall not apply if
     there is a good faith dispute by Grantor as to the validity or
     reasonableness of the claim which is the basis of the creditor or
     forfeiture proceeding and if Grantor gives Lender written notice of the
     creditor or forfeiture proceeding and deposits with Lender monies or a
     surety bond for the creditor or forfeiture proceeding, in an amount
     determined by Lender, in its sole discretion, as being an adequate reserve
     or bond for the dispute.

     EVENTS AFFECTING GUARANTOR.  Any of the preceding events occurs with
     respect to any Guarantor of any of the Indebtedness or such Guarantor

<PAGE>

02-03-1997                COMMERCIAL SECURITY AGREEMENT              PAGE 4
                                  (CONTINUED)
================================================================================

     dies or becomes incompetent. Lender, at its option, may, but shall not be
     required to, permit the Guarantor's estate to assume unconditionally the
     obligations arising under the guaranty in a manner satisfactory to Lender,
     and, in doing so, cure the Event of Default.

     ADVERSE CHANGE.  A material adverse change occurs in Grantor's financial
     condition, or Lender believes the prospect of payment or performance of the
     indebtedness is impaired.

     INSECURITY.  Lender, in good faith, deems itself insecure.

     RIGHT TO CURE.  If any default, other than a Default on Indebtedness, is
     curable and if Grantor has not been given a prior notice of a breach of the
     same provision of this Agreement, it may be cured (and no Event of Default
     will have occurred) if Grantor, after Lender sends written notice demanding
     cure of such default, (a) cures the default within fifteen (15) days; or
     (b), if the cure requires more than fifteen (15) days, immediately
     initiates steps which Lender deems in Lender's sole discretion to be
     sufficient to cure the default and thereafter continues and completes all
     reasonable and necessary steps sufficient to product compliance as soon as
     reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT.  If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Washington Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

     ACCELERATE INDEBTEDNESS.  Lender may declare the entire Indebtedness,
     including any prepayment penalty which Grantor would be required to pay,
     immediately due and payable, without notice.

     ASSEMBLE COLLATERAL.  Lender may require Grantor to deliver to Lender all
     or any portion of the Collateral and any and all certificates of title and
     other documents relating to the Collateral. Lender may require Grantor to
     assemble the Collateral and make it available to Lender at a place to be
     designated by Lender. Lender also shall have full power to enter upon the
     property of Grantor to take possession of and remove the Collateral. If the
     Collateral contains other goods not covered by this Agreement at the time
     of repossession, Grantor agrees Lender may take such other goods, provided
     that Lender makes reasonable efforts to return them to Grantor after
     repossession.

     SELL THE COLLATERAL. Lender shall full power to sell, lease, transfer, or
     otherwise deal with the Collateral or proceeds thereof in its own name or
     that of Grantor. Lender may sell the Collateral at public auction or
     private sale. Unless the Collateral threatens to decline speedily in value
     or is of a type customarily sold on a recognized market, Lender will give
     Grantor reasonable notice of the time after which any private sale or any
     other intended disposition of the Collateral is to be made. The
     requirements of reasonable notice shall be met if such notice is given at
     least ten (10) days before the time of the sale or disposition. All
     expenses relating to the disposition of the Collateral, including without
     limitation the expenses of retaking, holding, insuring, preparing for sale
     and selling the Collateral, shall become a part of the indebtedness secured
     by this Agreement and shall be payable on demand, with interest at the Note
     rate from date of expenditure until repaid.

     APPOINT RECEIVER.  To the extent permitted by applicable law, Lender shall
     have the following rights and remedies regarding the appointment of a
     receiver: (a) Lender may have a receiver appointed as a matter of right,
     (b) the receiver may be an employee of Lender and may serve without bond,
     and (c) all fees of the receiver and his or her attorney shall become part
     of the Indebtedness secured by this Agreement and shall be payable on
     demand, with interest at the Note rate from date of expenditure until
     repaid.

     COLLECT REVENUES, APPLY ACCOUNTS.  Lender, either itself or through a
     receiver, may collect the payments, rents, income, and revenues from the
     Collateral. Lender may at any time in its discretion transfer any
     Collateral into its own name or that of its nominee and receive the
     payments, rents, income and revenues therefrom and hold the same as
     security for the Indebtedness or apply it to payment of the Indebtedness in
     such order of preference as Lender may determine. Insofar as the Collateral
     consists of accounts, general intangibles, insurance policies, instruments,
     chattel paper, choses in action, or similar property, Lender may demand,
     collect, receipt for, settle, compromise, adjust, sue for, foreclose, or
     realize on the Collateral as Lender may determine, whether or not
     Indebtedness or Collateral is then due. For these purposes, Lender may, on
     behalf and in the name of Grantor, receive, open and dispose of mail
     addressed to Grantor; change any address to which mail and payments are to
     be sent; and endorse notes, checks, drafts, money orders, documents of
     title, instruments and items pertaining to payment, shipment, or storage of
     any Collateral. To facilitate collection, Lender may notify account debtors
     and obligors on any Collateral to make payments directly to Lender.

     OBTAIN DEFICIENCY.  If Lender chooses to sell any or all of the Collateral,
     Lender may obtain a judgment against Grantor for any deficiency remaining
     on the Indebtedness due to Lender after application of all amounts received
     from the exercise of the rights provided in this Agreement. Grantor shall
     be liable for a deficiency even if the transaction described in this
     subsection is a sale of accounts or chattel paper.

     OTHER RIGHTS AND REMEDIES.  Lender shall have all the rights and remedies
     of a secured creditor under the provisions of the Uniform Commercial Code,
     as may be amended from time to time. In addition, Lender shall have and may
     exercise any or all other rights and remedies it may have available at law,
     in equity, or otherwise.

     CUMULATIVE REMEDIES.  All of Lender's rights and remedies, whether
     evidenced by this Agreement or the Related Documents or by any other
     writing, shall be cumulative and may be exercised singularly or
     concurrently. Election by Lender to pursue any remedy shall not exclude
     pursuit of any remedy, and an election to make expenditures or to take
     action to perform an obligation of Grantor under this Agreement, after
     Grantor's failure to perform, shall not affect Lender's right to declare a
     default and to exercise its remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

     AMENDMENTS.  This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     APPLICABLE LAW.  This Agreement has been delivered to Lender and accepted
     by Lender in the State of Washington. If there is a lawsuit, Grantor agrees
     upon Lender's request to submit to the jurisdiction of the courts of the
     State of Washington. This Agreement shall be governed by and construed in
     accordance with the laws of the State of Washington.

     ATTORNEY'S FEES; EXPENSES.  Grantor agrees to pay upon demand all of
     Lender's costs and expenses, including attorney's fees and Lender's legal
     expenses, incurred in connection with the enforcement of this Agreement.
     Lender may pay someone else to help enforce this Agreement, and Grantor
     shall pay the costs and expenses of such enforcement. Costs and expenses
     include Lender's attorney's fees and legal expenses whether or not there is
     a lawsuit, including attorneys' fees and legal expenses for bankruptcy
     proceedings (and including efforts to modify or vacate any automatic stay
     or injunction), appeals, and any anticipated post-judgment collection
     services. Grantor also shall pay all court costs and such additional fees
     as may be directed by the court.

     CAPTION HEADINGS.  Caption headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Agreement.

     MULTIPLE PARTIES; CORPORATE AUTHORITY.  All obligations of Grantor under
     this Agreement shall be joint and several, and all references to Grantor
     shall mean each and every Grantor. This means that each of the persons
     signing below is responsible for all obligations in this Agreement.

     NOTICES.  All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile, and shall be effective when




<PAGE>

02-03-1997               COMMERCIAL SECURITY AGREEMENT                  PAGE 5
                                  (CONTINUED)
================================================================================

     actually delivered or when deposited with a nationally recognized overnight
     courier or deposited in the United States mail, first class, postage
     prepaid, addressed to the party to whom the notice is to be given at the
     address shown above. Any party may change its address for notices under
     this Agreement by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     To the extent permitted by applicable law, if there is more than one
     Grantor, notice to any Grantor will constitute notice to all Grantors. For
     notice purposes, Grantor will keep Lender informed at all times of
     Grantor's current address(es).

     POWER OF ATTORNEY.  Grantor hereby appoints Lender as its true and lawful
     attorney-in-fact, irrevocably, with full power of substitution to do the
     following: (a) to demand, collect, receive, receipt for, sue and recover
     all sums of money or other property which may now or hereafter become due,
     owing or payable from the Collateral; (b) to execute, sign and endorse any
     and all claims, instruments, receipts, checks, drafts or warrants issued in
     payment for the Collateral; (c) to settle or compromise any and all claims
     arising under the Collateral, and, in the place and stead of Grantor, to
     execute and deliver its release and settlement for the claim; and (d) to
     file any claim or claims or to take any action or institute or take part in
     any proceedings, either in its own name or in the name of Grantor, or
     otherwise, which in the discretion of Lender may seem to be necessary or
     advisable. This power is given as security for the indebtedness, and the
     authority hereby conferred is and shall be irrevocable and shall remain in
     full force and effect until renounced by Lender.

     PREFERENCE PAYMENTS.  Any monies Lender pays because of an asserted
     preference claim in Borrower's bankruptcy will become a part of the
     indebtedness and, at Lender's option, shall be payable by Borrower as
     provided above in the "EXPENDITURES BY LENDER" paragraph.

     SEVERABILITY.  If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances. If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     SUCCESSOR INTERESTS.  Subject to the limitations set forth above on
     transfer of the Collateral, this Agreement shall be binding upon and inure
     to the benefit of the parties, their successors and assigns.

     WAIVER.  Lender shall not be deemed to have waived any rights under this
     Agreement unless such waiver is given in writing and signed by Lender. No
     delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right. A waiver by Lender
     of a provision of this Agreement shall not prejudice or constitute a waiver
     of Lender's right otherwise to demand strict compliance with that provision
     or any other provision of this Agreement. No prior waiver by Lender, nor
     any course of dealing between Lender and Grantor, shall constitute a waiver
     of any of Lender's rights or of any of Grantor's obligations as to any
     future transactions. Whenever the consent of Lender is required under this
     Agreement, the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required and in all cases such consent may be granted or withheld in the
     sole discretion of Lender.

     WAIVER OF CO-OBLIGOR'S RIGHTS. If more than one person is obligated for the
     indebtedness, Borrower irrevocably waives, disclaims and relinquishs all
     claims against such other person which Borrower has or would otherwise have
     by virtue of payment of the Indebtedness or any part thereof, specifically
     including but not limited to all rights of indemnity, contribution or
     exoneration.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 3,
1997.

GRANTOR:

WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.

By: /s/ Gary B. Palmer
   -----------------------------------------
   GARY B. PALMER, General Manager: WEB PRESS CORPORATION

By: /s/ Gary B. Palmer
   -----------------------------------------
   GARY B. PALMER, Chairman: WEB LEADER INTERNATIONAL, INC.

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




<PAGE>

                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
   PRINCIPAL   LOAN DATE    MATURITY    LOAN NO    CALL    COLLATERAL    ACCOUNT    OFFICER    INITIALS
   <S>         <C>          <C>         <C>        <C>     <C>           <C>        <C>        <C>
                                                              40         801548       305
---------------------------------------------------------------------------------------------------------
     References in the shaded area are for Lender's use only and do not limit the applicability of this
     document to any particular loan or item.
---------------------------------------------------------------------------------------------------------

BORROWER:    WEB PRESS CORPORATION AND WEB LEADER        LENDER:  WASHINGTON FIRST INTERNATIONAL BANK
             INTERNATIONAL, INC.                                  9709 THIRD AVENUE NORTHEAST
             BOTH LOCATED AT 22023 - 68TH AVENUE SOUTH            SUITE 110
             KENT, WA 98032                                       SEATTLE, WA 98115

GUARANTOR:   WAYNE R. MARCOUILLER
             9140 SE 54TH STREET
             MERCER ISLAND, WA 98040
=========================================================================================================
</TABLE>

AMOUNT OF GUARANTY.  THIS IS A GUARANTY OF PAYMENT OF THE NOTE, INCLUDING
WITHOUT LIMITATION THE PRINCIPAL NOTE AMOUNT OF NINE HUNDRED SEVENTY FIVE
THOUSAND & 00/100 DOLLARS ($975,000.00).

GUARANTY.  FOR GOOD AND VALUABLE CONSIDERATION, WAYNE R. MARCOUILLER
("GUARANTOR") ABSOLUTELY AND UNCONDITIONALLY GUARANTEES AND PROMISES TO PAY TO
WASHINGTON FIRST INTERNATIONAL BANK ("LENDER") OR ITS ORDER, IN LEGAL TENDER OF
THE UNITED STATES OF AMERICA, THE INDEBTEDNESS (AS THAT TERM IS DEFINED BELOW)
OF WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC. ("BORROWER") TO
LENDER ON THE TERMS AND CONDITIONS SET FORTH IN THIS GUARANTY.

DEFINITIONS.  The following words shall have the following meanings when used in
this Guaranty.

     BORROWER.  The word "Borrower" means WEB PRESS CORPORATION AND WEB LEADER
     INTERNATIONAL, INC..

     GUARANTOR.  The word "Guarantor" means WAYNE R. MARCOUILLER.

     GUARANTY.  The word "Guaranty" means this Guaranty made by Guarantor for
     the benefit of Lender dated February 3, 1997.

     INDEBTEDNESS.  The word "Indebtedness" means the Note, including (a) all
     principal, (b) all interest, (c) all late charges, (d) all loan fees and
     loan charges, and (e) all collection costs and expenses relating to the
     Note or to any collateral for the Note. Collection costs and expenses
     include without limitation all of Lender's attorneys' fees and Lender's
     legal expenses, whether or not suit is instituted, and attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services.

     LENDER.  The word "Lender" means Washington First International Bank, its
     successors and assigns.

     NOTE.  The word "Note" means the promissory note or credit agreement dated
     February 3, 1997, IN THE ORIGINAL PRINCIPAL AMOUNT OF $975,000.00 from
     Borrower to Lender, together with all renewals of, extensions of,
     modifications of, refinancings of, consolidations of, and substitutions for
     the promissory note or agreement.

     RELATED DOCUMENTS.  The words "Related Documents" means and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

     MAXIMUM LIABILITY.  THE MAXIMUM LIABILITY OF GUARANTOR UNDER THIS GUARANTY
     SHALL NOT EXCEED AT ANY ONE TIME THE AMOUNT OF THE INDEBTEDNESS DESCRIBED
     ABOVE, PLUS ALL COSTS AND EXPENSES OF (A) ENFORCEMENT OF THIS GUARANTY AND
     (B) COLLECTION AND SALE OF ANY COLLATERAL SECURING THE GUARANTY.

The above limitation on liability is not a restriction on the amount of the
Indebtedness of Borrower to Lender either in the aggregate or at any one time.
If Lender presently holds one or more guaranties, or hereafter receives
additional guaranties from Guarantor, the rights of Lender under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below
to the contrary) affect or invalidate any such other guaranties. The liability
of Guarantor will be the aggregate liability of Guarantor under the terms of
this Guaranty and any such other unterminated guaranties.

NATURE OF GUARANTY.  Guarantor intends to guarantee at all times the performance
and prompt payment when due, whether at maturity or earlier by reason of
acceleration or otherwise, of all indebtedness within the limits set forth in
the preceding section of this Guaranty. Any married person who signs this
Guaranty hereby expressly agrees that recourse under this agreement may be had
against both his or her separate property and community property, whether now
owned or hereafter acquired.

DURATION OF GUARANTY.  This Guaranty will take effect when received by Lender
without the necessity of any acceptance by Lender, or any notice to Guarantor or
to Borrower, and will continue in full force until all Indebtedness shall have
been fully and finally paid and satisfied and all other obligations to Guarantor
under this Guaranty shall have been performed in full. Release of any other
guarantor or termination of any other guaranty of the Indebtedness shall not
affect the liability of Guarantor under this Guaranty. A revocation received by
Lender from any one or more Guarantors shall not affect the liability of any
remaining Guarantors under this Guaranty.

GUARANTOR'S AUTHORIZATION TO LENDER.  Guarantor authorizes Lender, WITHOUT
NOTICE OR DEMAND AND WITHOUT LESSENING GUARANTOR'S LIABILITY UNDER THIS
GUARANTY, FROM TIME TO TIME: (A) TO MAKE ONE OR MORE ADDITIONAL SECURED OR
UNSECURED LOANS TO BORROWER, TO LEASE EQUIPMENT OR OTHER GOODS TO BORROWER, OR
OTHERWISE TO EXTEND ADDITIONAL CREDIT TO BORROWER; (B) TO ALTER, COMPROMISE,
RENEW, EXTEND, ACCELERATE, OR OTHERWISE CHANGE ONE OR MORE TIMES THE TIME FOR
PAYMENT OR OTHER TERMS OF THE INDEBTEDNESS OR ANY PART OF THE INDEBTEDNESS,
INCLUDING INCREASES AND DECREASES OF THE RATE OF INTEREST ON THE INDEBTEDNESS;
EXTENSIONS MAY BE REPEATED AND MAY BE FOR LONGER THAN THE ORIGINAL LOAN TERM;
(C) TO TAKE AND HOLD SECURITY FOR THE PAYMENT OF THIS GUARANTY OR THE
INDEBTEDNESS, AND EXCHANGE, ENFORCE, WAIVE, SUBORDINATE, FAIL OR DECIDE NOT TO
PERFECT, AND RELEASE ANY SUCH SECURITY, WITH OR WITHOUT THE SUBSTITUTION OF NEW
COLLATERAL; (D) TO RELEASE, SUBSTITUTE, AGREE NOT TO SUE, OR DEAL WITH ANY ONE
OR MORE OF BORROWER'S SURETIES, ENDORSERS, OR OTHER GUARANTORS ON ANY TERMS OR
IN ANY MANNER lENDER MAY CHOOSE; (E) TO DETERMINE HOW, WHEN AND WHAT APPLICATION
OF PAYMENTS AND CREDITS SHALL BE MADE ON THE INDEBTEDNESS; (F) TO APPLY SUCH
SECURITY AND DIRECT THE ORDER OR MANNER OF SALE THEREOF, INCLUDING WITHOUT
LIMITATION, ANY NONJUDICIAL SALE PERMITTED BY THE TERMS OF THE CONTROLLING
SECURITY AGREEMENT OR DEED OF TRUST, AS LENDER IN ITS DISCRETION MAY DETERMINE;
(G) TO SELL, TRANSFER, ASSIGN, OR GRANT PARTICIPATIONS IN ALL OR ANY PART OF THE
INDEBTEDNESS; AND (H) TO ASSIGN OR TRANSFER THIS GUARANTY IN WHOLE OR IN PART.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents and warrants
to Lender that (a) no representations or agreements of any kind have been made
to Guarantor which would limit or qualify in any way the terms of this Guaranty;
(b) this Guaranty is executed at Borrower's request and not at the request of
Lender; (c) Guarantor has full power, right and authority to enter into this
Guaranty; (d) the provisions of this Guaranty do not conflict with or result in
a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order
applicable to Guarantor; (e) Guarantor has not and will not, without the prior
written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor's assets, or any
interest therein; (f) upon Lender's request, Guarantor will provide to Lender
financial and credit information in form acceptable to Lender, and all such
financial information



<PAGE>

02-03-1997                    COMMERCIAL GUARANTY                         PAGE 2
                                  (CONTINUED)
================================================================================
which currently has been, and all future financial information which will be
provided to Lender is and will be true and correct in all material respects and
fairly present the financial condition of Guarantor as of the dates the
financial information is provided; (g) no material adverse change has occurred
in Guarantor's financial condition since the date of the most recent financial
statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor's financial condition; (h) no litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and (j)
Guarantor has established adequate means of obtaining from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep adequately informed from such means of any facts, events, or
circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or
documents acquired by Lender in the course of its relationship with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives
any right to require Lender (a) to continue lending money or to extend other
credit to Borrower; (b) to make any presentment, protest, demand, or notice of
any kind, including notice of any nonpayment of the Indebtedness or of any
nonpayment related to any collateral, or notice of any action or nonaction on
the part of Borrower, Lender, any surety, endorser, or other guarantor in
connection with the Indebtedness or in connection with the creation of new or
additional loans or obligations; (c) to resort for payment or to proceed
directly or at once against any person, including Borrower or any other
guarantor; (d) to proceed directly against or exhaust any collateral held by
Lender from Borrower, any other guarantor, or any other person; (e) to pursue
any other remedy within Lender's power; or (f) to commit any act or omission of
any kind, or at any time, with respect to any matter whatsoever.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
Indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor
of Lender and Borrower, and their respective successors, any claim or right to
payment Guarantor may now have or hereafter have or acquire against Borrower, by
subrogation or otherwise, so that at no time shall Guarantor be or become a
"creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any
successor provision of the Federal bankruptcy laws.

Guarantor also waives any and all rights or defenses arising by reason of (a)
any "one action" or "anti-deficiency" law or any other law which may prevent
Lender from bringing any action, including a claim for deficiency, against
Guarantor, before or after Lender's commencement or completion of any
foreclosure action, either judicially or by exercise of a power of sale; which
destroys or otherwise adversely affects Guarantor's subrogation rights or
Guarantor's rights to proceed against Borrower for reimbursement, including
without limitation, any loss of rights Guarantor may suffer by reason of any law
limiting, qualifying, or discharging the Indebtedness; (c) any disability or
other defense of Borrower, of any other guarantor, or of any other person, or by
reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (d) any right to
claim discharge of the Indebtedness of the basis of unjustified impairment of
any collateral for the Indebtedness; (e) any statute of limitations, if at any
time any action or suit brought by Lender against Guarantor is commenced there
is outstanding Indebtedness of Borrower to Lender which is not barred by any
applicable statute of limitations; or (f) any defenses given to guarantors at
law or in equity other than actual payment and performance of the Indebtedness.
If payment is made by Borrower, whether voluntarily or otherwise, or by any
third party, on the Indebtedness and thereafter Lender is forced to remit the
amount of that payment to Borrower's trustee in bankruptcy or to any similar
person under any federal or state bankruptcy law or law for the relief of
debtors, the indebtedness shall be considered unpaid for the purpose of
enforcement of this Guaranty.

Guarantor further waives and agrees not to assert or claim at any time any
deductions to the amount guaranteed under this Guaranty for any claim of setoff,
counterclaim, counter demand, recoupment or similar right, whether such claim,
demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS.  Guarantor warrants and
agrees that each of the waivers set forth above is made with Guarantor's full
knowledge of its significance and consequences and that, under the
circumstances, the waivers are reasonable and not contrary to public policy or
law. If any such waiver is determined to be contrary to any applicable law or
public policy, such waiver shall be effective only to the extent permitted by
law or public policy.

LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff
against the moneys, securities or other property of Guarantor given to Lender by
law, Lender shall have, with respect to Guarantor's obligations to Lender under
this Guaranty and to the extent permitted by law, a contractual possessory
security interest in and a right of setoff against, and Guarantor hereby
assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's
right, title and Interest in and to, all deposits, moneys, securities and other
property of Guarantor now or hereafter in the possession of or on deposit with
Lender, whether held in a general or special account or deposit, whether held
jointly with someone else, or whether held for safekeeping or otherwise,
excluding however all IRA, Keogh, and trust accounts. Every such security
interest and right of setoff may be exercised without demand upon or notice to
Guarantor. No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of Lender or by any neglect to exercise
such right of setoff or to enforce such security interest or by any delay in so
doing. Every right of setoff and security interest shall continue in full force
and effect until such right of setoff or security interest is specifically
waived or released by an instrument in writing executed by Lender.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees that the
indebtedness of Borrower to Lender, whether now existing or hereafter created,
shall be prior to any claim that Guarantor may now have or hereafter acquire
against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any
account whatsoever, to any claim that Lender may now or hereafter have against
Borrower. In the event of insolvency and consequent liquidation of the assets of
Borrower, through bankruptcy, by an assignment for the benefit of creditors, by
voluntary liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender and
shall be first applied by Lender to the indebtedness of Borrower to Lender.
Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy or Borrower;
provided however, that such assignment shall be effective only for the purpose
of assuring to Lender full payment in legal tender of the indebtedness. If
Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend
that the same are subject to this Guaranty and shall be delivered to Lender.
Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor,
from time to time to execute and file financing statements and continuation
statements and to execute such other documents and to take such other actions as
Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     AMENDMENTS. This Guaranty, together with any Related Documents, constitutes
     the entire understanding and agreement of the parties as to the matters set
     forth in this Guaranty. No alteration of or amendment to this Guaranty
     shall be effective unless given in writing and signed by the party or
     parties sought to be charged or bound by the alteration or amendment.

     APPLICABLE LAW. This Guaranty has been delivered to Lender and accepted by
     Lender in the State of Washington. If there is a lawsuit, Guarantor agrees
     upon Lender's request to submit to the jurisdiction of the courts of King
     County, State of Washington. This Guaranty shall be governed by and
     construed in accordance with the laws of the State of Washington.

     ATTORNEY'S FEES; EXPENSES. Guarantor agrees to pay upon demand all of
     Lender's costs and expenses, including attorneys' fees and Lender's legal
     expenses, incurred in connection with the enforcement of this Guaranty.
     Lender may pay someone else to help enforce this Guaranty, and
<PAGE>

02-03-1997                    COMMERCIAL GUARANTY                         PAGE 3
                                  (Continued)

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

     Guarantor shall pay the costs and expenses of such enforcement. Costs and
     expenses include Lender's attorney fees and legal expenses whether or not
     there is a lawsuit, including attorneys' fees and legal expenses for
     bankruptcy proceedings (and including efforts to modify or vacate any
     automatic stay or injunction), appeals, and any anticipated post-judgment
     collection services. Guarantor also shall pay all court costs and such
     additional fees as may be directed by the court.

     NOTICES. All notices required to be given by either party to the other
     under this Guaranty shall be in writing, may be sent by telefacsimile, and
     shall be effective when actually delivered or when deposited with a
     nationally recognized overnight courier, or when deposited in the United
     States mail, first class postage prepaid, addressed to the party to whom
     the notice is to be given at the address shown above or to such other
     addresses as either party may designate to the other in writing. If there
     is more than one Guarantor, notice to any Guarantor will constitute notice
     to all Guarantors. For notice purposes, Guarantor agrees to keep Lender
     informed at all times of Guarantor's current address.

     INTERPRETATION. In all cases where there is more than one Borrower or
     Guarantor, then all words used in this Guaranty in the singular shall be
     deemed to have been used in the plural where the context and construction
     so require; and where there is more than one Borrower named in this
     Guaranty or when this Guaranty is executed by more than one Guarantor, the
     words "Borrower" and "Guarantor" respectively shall mean all and any one or
     more of them. The words "Guarantor," "Borrower," and "Lender" include the
     heirs, successors, assigns, and transferees of each of them. Caption
     headings in this Guaranty are for convenience purposes only and are not to
     be used to interpret or define the provisions of this Guaranty. If a court
     of competent jurisdiction finds any provision of this Guaranty to be
     invalid or unenforceable as to any person or circumstance, such finding
     shall not render that provision invalid or unenforceable as to any other
     persons or circumstances, and all provisions of this Guaranty in all other
     respects shall remain valid and enforceable. If any one or more of Borrower
     or Guarantor are corporations or partnerships, it is not necessary for
     Lender to inquire into the powers of Borrower or Guarantor or of the
     officers, directors, partners, or agents acting or purporting to act on
     their behalf, and any indebtedness made or created in reliance upon the
     professed exercise of such powers shall be guaranteed under this Guaranty.

     WAIVER. Lender shall not be deemed to have any rights under this Guaranty
     unless such waiver is given in writing and signed by Lender. No delay or
     omission on the part of Lender in exercising any right shall operate as a
     waiver of such right or any other right. A waiver by Lender of a provision
     of this Guaranty shall not prejudice or constitute a waiver of Lender's
     right otherwise to demand strict compliance with that provision or any
     other provision of this Guaranty. No prior waiver by Lender, nor any course
     of dealing between Lender and Guarantor, shall constitute a waiver of any
     of Lender's rights or of any of Guarantor's obligations as to any future
     transactions. Whenever the consent of Lender is required under this
     Guaranty, the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required and in all cases such consent may be grated or withheld in the
     sole discretion of Lender.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE
MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL
ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY
IS DATED FEBRUARY 3, 1997.

GUARANTOR:

x /s/ Wayne R Marcouiller
  --------------------------
  WAYNE R. MARCOUILLER

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

<PAGE>

                        CORPORATE RESOLUTION TO BORROW

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
   PRINCIPAL    LOAN DATE    MATURITY    LOAN NO    CALL   COLLATERAL   ACCOUNT   OFFICER   INITIALS
  <S>          <C>          <C>         <C>         <C>    <C>          <C>       <C>       <C>
  $975,000.00  02-03-1997   02-03-2001  8015480002            40        801548      305
------------------------------------------------------------------------------------------------------
     References in the shaded area are for Lender's use only and do not limit the applicability of
     this document to any particular loan or item.
------------------------------------------------------------------------------------------------------

BORROWER:  WEB PRESS CORPORATION AND WEB LEADER        LENDER:  WASHINGTON FIRST INTERNATIONAL BANK
           INTERNATIONAL, INC.                                  9709 THIRD AVENUE NORTHEAST
           BOTH LOCATED AT 22023 - 68TH AVENUE SOUTH            SUITE 110
           KENT, WA 98032                                       SEATTLE, WA 98115

=======================================================================================================
</TABLE>

I, THE UNDERSIGNED SECRETARY OR ASSISTANT SECRETARY OF WEB PRESS CORPORATION AND
WEB LEADER INTERNATIONAL, INC. (THE "CORPORATION"), HEREBY CERTIFY THAT the
Corporation is organized and existing under and by virtue of the laws of the
State of Washington as a corporation for profit, with its principal office at
BOTH LOCATED AT 22023 - 68TH AVENUE SOUTH, KENT, WA 98032, and is duly
authorized to transact business in the State of Washington.

I FURTHER CERTIFY that a meeting of the Directors of the Corporation, duly
called and held ON FEBRUARY 3, 1997, at which a quorum was present and voting,
or by other duly authorized corporate action in lieu of a meeting, the following
resolutions were adopted:

BE IT RESOLVED, that ANY ONE (1) of the following named officers, employees, or
agents of this Corporation, whose actual signatures are shown below:

<TABLE>
<CAPTION>
     NAMES               POSITIONS                               ACTUAL SIGNATURES
     -----               ---------                               -----------------
     <S>                 <C>                                     <C>
     GARY B. PALMER      General Manager: WEB PRESS CORPORATION  /s/ Gary B. Palmer
                                                                 ----------------------------

     GARY B. PALMER      Chairman: WEB LEADER INTERNATIONAL, INC. /s/ Gary B. Palmer
                                                                 ----------------------------
</TABLE>

acting for and on behalf of the Corporation and as its act and deed be, and they
hereby are, authorized and empowered:

     BORROW MONEY.  To borrow from time to time from Washington First
     International Bank ("Lender"), on such terms as may be agreed upon between
     the Corporation and Lender, such sum or sums of money as in their judgment
     should be borrowed, without limitation.

     EXECUTE NOTES.  To execute and deliver to Lender the promissory note or
     notes, or other evidence of credit accomodations of the Corporation, on
     Lender's forms, at such rates of interest and on such terms as may be
     agreed upon, evidencing the sums of money so borrowed or any Indebtedness
     of the Corporation to Lender, and also to execute and deliver to Lender one
     or more renewals, extensions, modifications, refinancings, consolidations,
     or substitutions for one or more of the notes, any portion of the notes, or
     any other evidence of credit accomodations.

     GRANT SECURITY.  To mortgage, pledge, transfer, endorse, hypothecate, or
     otherwise encumber and deliver to Lender, as security for the payment of
     any loans or credit accomodations so obtained, any promissory notes so
     executed (including any amendments to or modifications, renewals, and
     extensions of such promissory notes), or any other or further indebtedness
     of the Corporation to Lender at any time owing, however the same may be
     evidenced, any property now or hereafter belonging to the Corporation or in
     which the Corporation now or hereafter may have an interest, including
     without limitation all real property and all personal property (tangible or
     intangible) of the Corporation. Such property may be mortgaged, pledged
     transferred, endorsed, hypothecated, or encumbered at the time such loans
     are obtained or such indebtedness is incurred, or at any other time or
     times, and may be either in addition to or in lieu of any property
     theretofore mortgaged, pledged, transferred, endorsed, hypothecated, or
     encumbered.

     EXECUTE SECURITY DOCUMENTS.  To execute and deliver to Lender the forms of
     mortgage, deed of trust, pledge agreement, hypothecation agreement, and
     other security agreements and financing statements which may be submitted
     by Lender, and which shall evidence the terms and conditions under and
     pursuant to which such liens and encumbrances, or any of them, are given;
     and also to execute and deliver to Lender any other written instruments,
     any chattel paper, or any other collateral, of any kind or nature, which
     they may in their discretion deem reasonably necessary or proper in
     connection with or pertaining to the giving of the liens and encumbrances.

     NEGOTIATE ITEMS.  To draw, endorse, and discount with Lender all drafts,
     trade acceptances, promissory notes, or other evidences of indebtedness
     payable to or belonging to the Corporation in which the Corporation may
     have an interest, and either to receive cash for the same or to cause such
     proceeds to be credited to the account of the Corporation with Lender, or
     to cause such other disposition of the proceeds derived therefrom as they
     may deem advisable.

     FURTHER ACTS. In the case of lines of credit, to designate additional or
     alternate individuals as being authorized to request advances thereunder,
     and in all cases, to do and perform such other acts and things, to pay any
     and all fees and costs, and to execute and deliver such other documents and
     agreements as they may in their discretion deem reasonably necessary or
     proper in order to carry into effect the provisions of these Resolutions.

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
Resolutions and performed prior to the passage of these Resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Lender may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Lender. Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.

BE IT FURTHER RESOLVED, that the Corporation will notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (a) change in the name of the Corporation, (b)
change in the assumed business name(s) of the Corporation, (c) change in the
management of the Corporation, (d) change in the authorized signer(s), (e)
conversion of the Corporation to a new or different type of business entity, or
(f) change in any other aspect of the Corporation that directly or indirectly
relates to any agreements between the Corporation and Lender. No change in the
name of the Corporation will take effect until after Lender has been notified.

I FURTHER CERTIFY that the officers, employees, and agents named above are duly
elected, appointed, or employed by or for the Corporation, as the case may be,
and occupy the positions set opposite their respective names; that the foregoing
Resolutions now stand of record on the books of the Corporation; and that the
Resolutions are in full force and effect and have not been modified or revoked
in any manner whatsoever. The Corporation has no corporate seal, and therefore,
no seal is affixed to this certificate.
<PAGE>

02-03-1997               CORPORATE RESOLUTION TO BORROW                   PAGE 2
                                  (CONTINUED)

================================================================================
  IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND ON FEBRUARY 3, 1997 AND
  ATTEST THAT THE SIGNATURES SET OPPOSITE THE NAMES LISTED ABOVE ARE THEIR
  GENUINE SIGNATURES.

                                                  CERTIFIED TO AND ATTESTED BY:

                                                  X /s/ Craig L. Mathison
                                                   -----------------------------

                                                  X_____________________________

  NOTE: In case the Secretary or other certifying officer is designated by the
  foregoing resolutions as one of the signing officers, it is advisable to have
  this certificate signed by a second Officer or Director of the Corporation.

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

<PAGE>

WHEN RECORDED RETURN TO:
     WASHINGTON FIRST INTERNATIONAL BANK
     9709 THIRD AVENUE NORTHEAST
     SUITE 110
     SEATTLE, WA 98115


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               WASHINGTON UCC-2 COUNTY AUDITOR FIXTURE FILING
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                      <C>
1. Debtor(s): (last name first, and     2. Secured Party(ies) and address(es):   3. Assignee(s) of Secured Party(ies):
   mailing address(es))

WEB PRESS CORPORATION AND WEB           WASHINGTON FIRST INTERNATIONAL
LEADER INTERNATIONAL, INC. TIN:         BANK
910851298                               9709 THIRD AVENUE NORTHEAST
BOTH LOCATED AT 22023 - 68TH            SUITE 110
AVENUE SOUTH                            SEATTLE, WA 98115
KENT, WA 98032
----------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS FIXTURE FILING SHALL COVER COLLATERAL THAT IS AFFIXED TO THE FOLLOWING
DESCRIBED PROPERTY.

Reference Number:________________________
Legal Description:                                     Additional on page:______


THIS FIXTURE FILING COVERS THE FOLLOWING DESCRIBED PROPERTY

ALL FIXTURES; WHETHER ANY OF THE FOREGOING IS OWNED NOW OR ACQUIRED LATER; ALL
ACCESSIONS, ADDITIONS, REPLACEMENTS, AND SUBSTITUTIONS RELATING TO ANY OF THE
FOREGOING; ALL RECORDS OF ANY KIND RELATING TO ANY OF THE FOREGOING; ALL
PROCEEDS RELATING TO ANY OF THE FOREGOING (INCLUDING INSURANCE, GENERAL
INTANGIBLES, AND ACCOUNTS PROCEEDS), TOGETHER WITH THE FOLLOWING SPECIFICALLY
DESCRIBED PROPERTY: WHEREVER LOCATED

4. [X]  The debtor is the record owner.
--------------------------------------------------------------------------------
5. This statement is signed by the Secured Party(ies) instead of the Debtor(s)
    to perfect a security interest in collateral: (Please check appropriate box)

   (a)   [_]   already subject to security interest in another jurisdiction when
               it was brought into this state, or when the debtor's location was
               changed to this state, or

   (b)   [_]   which is proceeds of the original collateral described above in
               which a security interest was perfected, or

   (c)   [_]   as to which the recording has lapsed, or

   (d)   [_]   acquired after a change of name, identity, or corporate structure
               of the debtor(s).

--------------------------------------------------------------------------------
6. Complete fully if box (d) is checked:
    complete as applicable for (a), (b), and (c):

   Original recording number__________________________

   Office where recorded______________________________

   Former name of debtor(s)___________________________

   ___________________________________________________

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

Dated_________________________, 19_______.

GARY B. PALMER, GENERAL MANAGER: WEB PRESS
CORPORATION AND GARY B. PALMER, CHAIRMAN:
WEB LEADER INTERNATIONAL, INC.              WASHINGTON FIRST INTERNATIONAL BANK
---------------------------------------     ------------------------------------
TYPE NAME(S) OF DEBTOR(S) (or assignor(s))  TYPE NAME(S) OF SECURED PARTY(IES)
                                             (or assignee(s))

/s/ Gary B. Palmer
---------------------------------------     ____________________________________
SIGNATURE(S) OF DEBTOR(S) (or assignor(s))  SIGNATURE(S) OF SECURED PARTY(IES)
                                             (or assignee(s))

COPY 3 - FILE COPY - SECURED PARTY           FORM APPROVED FOR USE IN THE STATE
                                               OF WASHINGTON
<PAGE>

WHEN RECORDED RETURN TO:
     WASHINGTON FIRST INTERNATIONAL BANK
     9709 THIRD AVENUE NORTHEAST
     SUITE 110
     SEATTLE, WA 98115

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                          WASHINGTON UCC-2 COUNTY AUDITOR FIXTURE FILING
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                                    <C>
1. Debtor(s): (last name first, and mailing address(es)) 2. Secured Party(ies) and address(es): 3.Assignee(s) of Secured Party(ies):

WEB PRESS CORPORATION AND WEB                            WASHINGTON FIRST INTERNATIONAL
LEADER INTERNATIONAL, INC.  TIN:                         BANK
910851298                                                9709 THIRD AVENUE NORTHEAST
BOTH LOCATED AT 22023 - 68TH                             SUITE 110
AVENUE SOUTH                                             SEATTLE, WA 98115
KENT, WA 98032
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS FIXTURE FILING SHALL COVER COLLATERAL THAT IS AFFIXED TO THE FOLLOWING
DESCRIBED PROPERTY.

Reference Number:______________________________      Additional on page:________

Legal Description:

THIS FIXTURE FILING COVERS THE FOLLOWING DESCRIBED PROPERTY

ALL FIXTURES; WHETHER ANY OF THE FOREGOING IS OWNED NOW OF ACQUIRED LATER; ALL
ACCESSIONS, ADDITIONS, REPLACEMENTS, AND SUBSTITUTIONS RELATING TO ANY OF THE
FOREGOING; ALL RECORDS OF ANY KIND RELATING TO ANY OF THE FOREGOING; ALL
PROCEEDS RELATING TO ANY OF THE FOREGOING (INCLUDING INSURANCE, GENERAL
INTANGIBLES, AND ACCOUNTS PROCEEDS), TOGETHER WITH THE FOLLOWING SPECIFICALLY
DESCRIBED PROPERTY: WHEREVER LOCATED

4. [X]  The debtor is the record owner.
-------------------------------------------------------------------------------
5. This statement is signed by the Secured Party(ies) instead of the Debtor(s)
   to perfect a security interest in collateral: (Please check appropriate box)

   (a) [_]  already subject to security interest in another jurisdiction when it
            was brought into this state, or when the debtor's location was
            changed to this state, or

   (b) [_]  which proceeds of the original collateral described above in which a
            security interest was perfected, or

   (c) [_]  as to which the recording has lapsed, or

   (d) [_]  acquired after a change of name, identity, or corporate structure of
            the debtor(s).
-------------------------------------------------------------------------------
6.  Complete fully if box(d) is checked:
     complete as applicable for (a), (b), and (c);

     Original recording number__________________________________


     Office where recorded_____________________________________


     Former name of debtor(s)__________________________________

     __________________________________________________________

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

Dated________________________________, 19______________.

GARY B. PALMER, GENERAL MANAGER: WEB PRESS
CORPORATION AND GARY B. PALMER, CHAIRMAN: WEB
LEADER INTERNATIONAL, INC.
                                           WASHINGTON FIRST INTERNATIONAL BANK
--------------------------------------     ------------------------------------
TYPE NAME(S) OF DEBTOR(S)(or assignor(s))  TYPE NAME(S) OF SECURED PARTY(IES)
                                           (or assignee(s))

/s/ Gary B. Palmer
--------------------------------------     _____________________________________
SIGNATURE(S) OF DEBTOR(S)(or assignor(s))  SIGNATURE(S) OF SECURED PARTY(IES)
                                           (or assignee(s))

COPY 2 - FILE COPY - DEBTOR     FORM APPROVED FOR USE IN THE STATE OF WASHINGTON

<PAGE>

WHEN RECORDED RETURN TO:
     WASHINGTON FIRST INTERNATIONAL BANK
     9709 THIRD AVENUE NORTHEAST
     SUITE 110
     SEATTLE, WA 98115

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                WASHINGTON UCC-2 COUNTY AUDITOR FIXTURE FILING
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                                 <C>
1. Debtor(s): (last name first, and mailing address(es)) 2. Secured Party(ies): address(es): 3. Assignee(s) of Secured Party(ies):

WEB PRESS CORPORATION AND WEB                            WASHINGTON FIRST INTERNATIONAL
LEADER INTERNATIONAL, INC. TIN:                          BANK
910851298                                                9709 THIRD AVENUE NORTHEAST
BOTH LOCATED AT 22023 - 68TH                             SUITE 110
AVENUE SOUTH                                             SEATTLE, WA 98115
KENT, WA 98032
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

THIS FIXTURE FILING SHALL COVER COLLATERAL THAT IS AFFIXED TO THE FOLLOWING
DESCRIBED PROPERTY.

Reference Number:_____________________
Legal Description:                                      Additional on page:_____

THIS FIXTURE FILING COVERS THE FOLLOWING DESCRIBED PROPERTY

ALL FIXTURES; WHETHER ANY OF THE FOREGOING IS OWNED NOW OR ACQUIRED LATER; ALL
ACCESSIONS, ADDITIONS, REPLACEMENTS, AND SUBSTITUTIONS RELATING TO ANY OF THE
FOREGOING; ALL RECORDS OF ANY KIND RELATING TO ANY OF THE FOREGOING; ALL
PROCEEDS RELATING TO ANY OF THE FOREGOING (INCLUDING INSURANCE, GENERAL
INTANGIBLES, AND ACCOUNTS PROCEEDS), TOGETHER WITH THE FOLLOWING SPECIFICALLY
DESCRIBED PROPERTY: WHEREVER LOCATED

4. [X] The debtor is the record owner.
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>
5. This statement is signed by the Secured Party(ies)instead of the Debtor(s) to   6. Complete fully if box(d) is checked:
   perfect a security interest in collateral: (Please check appropriate box)           complete as applicable for(a), (b), and (c):

   (a) [_]  already subject to security interest in another jurisdiction when it       Original recording number____________________
            was brought into this state, or when the debtor's location was
            changed to this state, or

   (b) [_]  which is proceeds of the original collateral described above in            Office where recorded________________________
            which a security interest was perfected, or

   (c) [_]  as to which the recording has lapsed, or                                   Former name of debtor(s)_____________________

   (d) [_]  acquired after a change of name, identity, or corporate structure of
            the debtor(s).                                                             _____________________________________________
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Dated____________________________, 19________.

<TABLE>
<S>                                                <C>
GARY B. PALMER, GENERAL MANAGER: WEB PRESS
CORPORATION AND GARY B. PALMER, CHAIRMAN: WEB
LEADER INTERNATIONAL, INC.                         WASHINGTON FIRST INTERNATIONAL BANK
---------------------------------------------      ---------------------------------------------------------------
TYPE NAME(S) OF DEBTOR(S)(or assignor(s))          TYPE NAME(S) OF SECURED PARTY(IES)(or assignee(s))

/s/ Gary B. Palmer
---------------------------------------------      _______________________________________________________________
SIGNATURE(S) OF DEBTOR(S) or assignor(s))          SIGNATURE(S) OF SECURED PARTY(IES) (or assignee(s))

COPY 1 - COUNTY AUDITOR                                FORM APPROVED FOR USE IN THE STATE OF WASHINGTON
</TABLE>
<PAGE>

                        AGREEMENT TO PROVIDE INSURANCE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
<S>               <C>        <C>          <C>         <C>    <C>           <C>        <C>         <C>
     PRINCIPAL    LOAN DATE    MATURITY    LOAN NO    CALL   COLLATERAL    ACCOUNT    OFFICER     INITIALS
    $975,000.00   02-03-1997  02-03-2001  8015480002            40         801548       305
-----------------------------------------------------------------------------------------------------------
   References in the shaded area are for Lender's use only do not limit the applicability of this document
                              to any particular loan or item.
-----------------------------------------------------------------------------------------------------------

BORROWER:    WEB PRESS CORPORATION AND WEB LEADER                   LENDER: WASHINGTON FIRST INTERNATIONAL BANK
             INTERNATIONAL, INC.                                    9709 THIRD AVENUE NORTHEAST
             BOTH LOCATED AT 22023 0 68TH AVENUE SOUTH              SUITE 110
             KENT, WA 98032                                         SEATTLE, WA 98115
===========================================================================================================
</TABLE>

INSURANCE REQUIREMENTS. WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.
("Grantor") understands that insurance coverage is required in connection with
the extending of a loan or the providing of other financial accommodations to
Grantor by Lender. These requirements are set forth in the security documents.
The following minimum insurance coverages must be provided on the following
described collateral (the "Collateral"):

COLLATERAL:   ALL INVENTORY, EQUIPMENT AND FIXTURES, INCLUDING WHEREVER
              LOCATED.
              TYPE. All risks, including fire, theft and liability.
              AMOUNT. Full insurable value.
              BASIS. Replacement value.
              ENDORSEMENTS. Lender's loss payable clause with stipulation
              that coverage will not be cancelled or diminished without a
              minimum of ten (10) days' prior written notice to Lender.
              DEDUCTIBLES. $1,000.00.

INSURANCE COMPANY. Grantor may obtain insurance from any insurance company
Grantor may choose that is reasonably acceptable to Lender. Grantor understands
that credit may not be denied solely because insurance was not purchased through
Lender.

FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on or before
closing, evidence of the required insurance as provided above, with an effective
date of February 3, 1997, or earlier. Grantor acknowledges and agrees that if
Grantor fails to provide any required insurance or fails to continue such
insurance in force. Lender may do so at Grantor's expense as provided in the
applicable security document. The cost of any such insurance, at the option of
Lender, shall be payable on demand or shall be added to the indebtedness as
provided in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO
PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION
AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO THE BALANCE OF THE LOAN;
HOWEVER, GRANTOR'S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE
INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE
INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL
RESPONSIBILITY LAWS.

AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor
authorizes Lender to provide to any person (including any insurance agent or
company) all information Lender deems appropriate, whether regarding the
Collateral, the loan or other financial accommodations, or both.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE
INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 3, 1997.

GRANTOR:

WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.

By: /s/ Gary B. Palmer
    -----------------------------------------------
GARY B. PALMER, GENERAL MANAGER: WEB PRESS CORPORATION

By: /s/ Gary B. Palmer
    -----------------------------------------------
        GARY B. PALMER,  CHAIRMAN: WEB LEADER INTERNATIONAL, INC.

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

                              FOR LENDER USE ONLY
                            INSURANCE VERIFICATION

         DATE:________________                           PHONE:___________
         AGENT'S NAME:________________________________
         INSURANCE COMPANY:____________________________________________________
         POLICY NUMBER:________________________________________________________
         EFFECTIVE DATES:______________________________________________________
         COMMENTS:_____________________________________________________________
     --------------------------------------------------------------------------
===============================================================================

===============================================================================
<PAGE>

                    DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
     PRINCIPAL    LOAN DATE    MATURITY    LOAN NO    CALL   COLLATERAL    ACCOUNT    OFFICER     INITIALS
<S>               <C>        <C>          <C>         <C>    <C>           <C>        <C>         <C>
    $975,000.00   02-03-1997  02-03-2001  8015480002            40         801548       305
-----------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only do not limit the applicability of this document to
                                   any particular loan or item.
-----------------------------------------------------------------------------------------------------------

BORROWER: WEB PRESS CORPORATION AND WEB LEADER                LENDER: WASHINGTON FIRST INTERNATIONAL BANK
          INTERNATIONAL, INC.                                 9709 THIRD AVENUE NORTHEAST
          BOTH LOCATED AT 22023--68TH AVENUE SOUTH            SUITE 110
          KENT, WA 98032                                      SEATTLE, WA 98115
===========================================================================================================
</TABLE>

 LOAN TYPE. This is a Variable Rate (2.000% over WASHINGTON FIRST INTERNATIONAL
 BANK PRIME RATE, making an initial rate of 10.250%). Installment Loan to a
 Corporation for $975,000.00 due on February 3, 2001.

 PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

          [_] PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR PERSONAL INVESTMENT.

          [X] BUSINESS (INCLUDING REAL ESTATE INVESTMENT).

 SPECIFIC PURPOSE. The specific purpose of this loan is: REFINANCE OF TERM LOAN.

 DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
 disbursed until all of Lender's conditions for making the loan have been
 satisfied. Please disburse the loan proceeds of $975,000.00 as follows:

<TABLE>
               <S>                                               <C>
               AMOUNT PAID TO OTHERS ON BORROWER'S BEHALF:       $967,803.50
               $967,803.50 Loan Proceeds

               OTHER CHARGES FINANCED:                           $    186.50
                 $24.00 Recording - UCC 1 Financing Stmt
                 $ 9.00 Recording - UCC 2 Fixture Filing
                 $50.50 UCC Lien Search
                 $28.00 UCC Post Search
                 $75.00 Dun and Bradstreet Credit Report

               TOTAL FINANCED PREPAID FINANCE CHARGES:           $  7,010.00
                 $7,010.00 Loan Fees
                                                                ------------
               NOTE PRINCIPAL:                                   $975,000.00

CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:

               PREPAID FINANCE CHARGES PAID IN CASH:             $  2,740.00
                 $2,740.00 Loan Fees
                                                                ------------
               TOTAL CHARGES PAID IN CASH:                       $  2,740.00
</TABLE>

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED FEBRUARY 3, 1997.

BORROWER:

WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.

By: /s/ Gary B. Palmer
    -----------------------------------------------
    GARY B. PALMER, GENERAL MANAGER: WEB PRESS CORPORATION

By: /s/ Gary B. Palmer
    -----------------------------------------------
    GARY B. PALMER, CHAIRMAN WEB: LEADER INTERNATIONAL, INC.

================================================================================
Variable Rate, Installment.        LASER PRO. Reg. U.S. Pat. & T.M. Off., Ver.
                                   3.23(c) 1997 CFI ProServices, Inc. All rights
                                   reserved. [WA-120 WEBLOC.LN]