<PAGE>
Exhibit (10a)

                            LOAN AGREEMENT
_____________________________________________________________________________
Principal		   Loan Date	  Maturity	  Loan No.  	Call	  Collateral	
$1,000,000.00	04-03-1998	 10-15-1998	8015480008		          14

Account	    Officer		Initials
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 	         Lender: 	Washington First 
           WEB LEADER INTERNATIONAL, INC.  	            International Bank
          	22023 68TH AVENUE SOUTH 			                  9709 Third Avenue NE
         		KENT, WA  98032                              Suite 110
                                               									Seattle, WA 98115


THIS LOAN AGREEMENT between WEB PRESS CORPORATION AND WEB LEADER 
International, INC. ("Borrower") and Washington First International Bank 
("Lender") is made and executed on the following terms and conditions.  
Borrower has received prior commercial loans from Lender or has applied to 
Lender for a commercial loan or loans and other financial accommodations, 
including those which may be described on any exhibit or schedule attached to 
this Agreement. All such loans and financial accommodations, together with all 
future loans and financial accommodations from Lender to Borrower, are 
referred to in this Agreement individually as the "Loan" and collectively as 
the "Loans." Borrower understands and agrees that: (a) in granting, renewing, 
or extending any Loan, Lender is relying upon Borrower's representations, 
warranties, and agreements, as set forth in this Agreement; (b) the granting, 
renewing, or extending of any Loan by Lender at all times shall be subject to 
Lender's sole judgment and discretion; and (c) all such Loans shall be and 
shall remain subject to the following terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of April 3, 1998, and shall 
continue thereafter until all Indebtedness of Borrower to Lender has been 
performed in full and the parties terminate this Agreement in writing.

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 Loan Agreement, as this Loan 
   Agreement may be amended or modified from time to time, together with all 
   exhibits and schedules attached to this Loan Agreement from time to time.

   Account.  The word "Account" means a trade account, account receivable, or 
   other right to payment for goods sold or services rendered owing to 
   Borrower (or to a third party grantor acceptable to Lender).

   Account Debtor.  The words "Account Debtor" mean the person or entity 
   obligated upon an Account.

   Advance.  The word "Advance" means a disbursement of Loan funds under this 
   Agreement.

   Borrower. The word "Borrower" means WEB PRESS CORPORATION AND WEB LEADER 
   INTERNATIONAL, INC. The word "Borrower" also includes, as applicable, all 
   subsidiaries and affiliates of Borrower as provided below in the paragraph 
   titled "Subsidiaries and Affiliates."

   Borrowing Base.  The words "Borrowing Base" mean, as determined by Lender 
   from time to time, the lesser of (a) $1,000,000.00; or (b) the sum of (i) 
   90.000% of the aggregate amount of Eligible Accounts, plus (ii) 75.000% of 
   the aggregate amount of Eligible Inventory.

   Business Day.  The words "Business Day" mean a day on which commercial 
   banks are open for business in the State of Washington.

   CERCLA. The word "CERCLA" means the Comprehensive Environmental Response, 
   Compensation, and Liability Act of 1980, as amended.

   Cash Flow. The words "Cash Flow" mean net income after taxes, and exclusive 
   of extraordinary gains and income, plus depreciation and amortization.

   Collateral. The word "Collateral" means and includes without limitation all 
   property and assets granted as collateral security for a Loan, whether real 
   or personal property, whether granted directly or indirectly, whether 
   granted now or in the future, and whether granted in the form of a security 
   mortgage, deed of trust, assignment, pledge chattel mortgage, chattel 
   trust, factor's lien, equipment trust, conditional sale, trust receipt, 
   lien, charge, lien or title retention contract, lease or consignment 
   intended as a security device, or any other security or lien interest 
   whatsoever, whether created by law, contract, or otherwise.  The word 
   "Collateral" includes without limitation all collateral described below in 
   the section titled "COLLATERAL."

   Debt. The word "Debt" means all of Borrower's liabilities excluding 
   Subordinated Debt

   Eligible Accounts.  The words "Eligible Accounts" mean, at any time, all of 
   Borrower's Accounts which contain selling terms and conditions acceptable 
   to Lender.  The net amount of any Eligible Account against which Borrower 
   may borrow shall exclude all returns, discounts, credits, and offsets of 
   any nature.  Unless otherwise agreed to by Lender in writing, Eligible 
   Accounts do not include:

     (a)  Accounts with respect to which the Account Debtor is an officer, an
   employee or agent of Borrower.

     (b)  Accounts with respect to which the Account Debtor is a subsidiary
   of, or affiliated with or related to Borrower or its shareholders,
   officers, or directors.

     (c)  Accounts with respect to which goods are placed on consignment,
  guaranteed sale, or other terms by reason of which the payment by the
  Account Debtor may be conditional.

     (d)  Accounts with respect to which the Account Debtor is not a resident
  of the United States, except to the extent such Accounts are supported
  by insurance, bonds or other assurances satisfactory to Lender.

     (e)  Accounts with respect to which Borrower is or may become liable to
  the Account Debtor for goods sold or services rendered by the Account
  Debtor to Borrower.

     (f)  Accounts with are subject to dispute, counterclaim, or setoff.

     (g)  Accounts with respect to which the goods have not been shipped or
  delivered, or the services have not been rendered, to the Account Debtor.

     (h)  Accounts with respect to which Lender, in its sole discretion, deems
  the creditworthiness or financial condition of the Account Debtor to be
  unsatisfactory.

     (i)  Accounts of any Account Debtor who has filed or has had filed
  against it a petition in bankruptcy or an application for relief under
  any provision of any state or federal bankruptcy, insolvency, or debtor-
  in-relief acts; or who has had appointed a trustee, custodian, or
  receiver for the assets of such Account Debtor; or who has made an
  assignment for the benefit of creditors or has become insolvent or fails
  generally to pay its debts (including its payrolls) as such debts may
  become due.

     (j)  Accounts with respect to which the Account Debtor is the United
  States government or any department or agency of the United States.

<PAGE>

04-03-1998                     LOAN AGREEMENT                        Page 2
                                 (Continued)


Eligible Inventory.  The words "Eligible Inventory" mean, at any time, all 
of Borrower's inventory as defined below except:

  (a)  Inventory which is not owned by Borrower free and clear of all
  security interests, liens, encumbrances, and claims of third parties.

  (b)  Inventory which Lender, in its sole discretion, deems to be 
  obsolete, unsalable, damaged, defective, or unfit for further
  processing.

ERISA. The word "ERISA" means the Employee Retirement Income Security Act 
of 1974, as amended.

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."

Expiration Date.  The words "Expiration Date" mean the date of termination 
of Lender's commitment to lend under this Agreement.

Grantor. The word "Grantor" means and includes without limitation each and 
all of the persons or entities granting a Security Interest in any 
Collateral for the Indebtedness, including without limitation all Borrowers 
granting such a Security Interest.

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

Indebtedness. The word "Indebtedness" means and includes without limitation 
all Loans, together with all other obligations, debts and liabilities of 
Borrower to Lender, or any one or more of them, as well as all claims by 
Lender against Borrower, or any one or more of them; whether now or 
hereafter existing, voluntary or involuntary, due or not due, absolute or 
contingent, liquidated or unliquidated; whether Borrower may be liable 
individually or jointly with others; whether Borrower may be obligated as a 
guarantor, surety, or otherwise; whether recovery upon such Indebtedness 
may be or hereafter may become barred by any statute of limitations; and 
whether such Indebtedness may be or hereafter may become otherwise 
unenforceable.

Inventory.  The word "Inventory" means all of Borrower's raw materials, 
work in process, finished goods, merchandise, parts and supplies, of every 
kind and description, and goods held for sale or lease or furnished under 
contracts of service in which Borrower now has or hereafter acquires any 
right, whether held by Borrower or others, and all documents of title, 
warehouse receipts, bills of lading, and all other documents of every type 
covering all or any part of the foregoing.  Inventory includes inventory 
temporarily out of Borrower's custody or possession and all returns on 
Accounts.

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

Line of Credit.  The words "Line of Credit" mean the credit facility 
described in the Section titled "LINE OF CREDIT" below.

Liquid Assets. The words "Liquid Assets" mean Borrower's cash on hand plus 
Borrowers readily marketable securities.

Loan. The word "Loan" or "Loans" means and includes without limitation any 
and all commercial loans and financial accommodations from Lender to 
Borrower, whether now or hereafter existing, and however evidenced, 
including without limitation those loans and financial accommodations 
described herein or described on any exhibit or schedule attached to this 
Agreement from time to time.

Note. The word "Note" means and includes without limitation Borrower's 
promissory note or notes, it any, evidencing Borrower's Loan obligations in 
favor of Lender, as well as any substitute, replacement or refinancing note 
or notes therefor.

Permitted Liens. The words "Permitted Liens" mean: (a) liens and security 
interests securing Indebtedness owed by Borrower to Lender; (b) liens for 
taxes, assessments, or similar charges either not yet due or being 
contested in good faith; (c) liens of materialmen, mechanics, warehousemen, 
or carriers, or other like liens arising in the ordinary course of business 
and securing obligations which are not yet delinquent; (d) purchase money 
liens or purchase money security interests upon or in any property acquired 
or held by Borrower in the ordinary course of business to secure 
indebtedness outstanding on the date of this Agreement or permitted to be 
incurred under the paragraph of this Agreement titled "Indebtedness and 
Liens"; (e) liens and security interests which, as of the date of this 
Agreement, have been disclosed to and approved by the Lender in writing; 
and (f) those liens and security interests which in the aggregate 
constitute an immaterial and insignificant monetary amount with respect to 
the net value of Borrower's assets.

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.

Security Agreement. The words "Security Agreement" mean and include without 
limitation any agreements, promises, covenants, arrangements, 
understandings or other agreements, whether created by law, contract, or 
otherwise, evidencing, governing, representing, or creating a Security 
Interest.

Security Interest. The words "Security Interest" mean and include without 
limitation any type of collateral security, whether in the form of a lien, 
charge, mortgage, deed of trust, assignment, pledge, chattel mortgage, 
chattel trust, factor's lien, equipment trust, conditional sale, trust 
receipt, lien or title retention contract, lease or consignment intended as 
a security device, or any other security or lien interest whatsoever, 
whether created by law, contract, or otherwise.

SARA. The word "SARA" means the Superfund Amendments and Reauthorization 
Act of 1986 as now or hereafter amended.

Subordinated Debt. The words "Subordinated Debt" mean indebtedness and 
liabilities of Borrower which have been subordinated by written agreement 
to indebtedness owed by Borrower to Lender in form and substance acceptable 
to Lender.

Tangible Net Worth. The words "Tangible Net Worth" mean Borrower's total 
assets excluding all intangible assets (i.e., goodwill, trademarks, 
patents, copyrights, organizational expenses, and similar intangible items, 
but including leaseholds and leasehold improvements) less total Debt.

Working Capital. The words "Working Capital" mean Borrower's current 
assets, excluding prepaid expenses, less Borrower's current liabilities.

LINE OF CREDIT.  Lender agrees to make Advances to Borrower from time to time 
from the date of this Agreement to the Expiration Date, provided the aggregate 
amount of such Advances outstanding at any time does not exceed the Borrowing 
Base.  Within the foregoing limits, Borrower may borrow, partially or wholly 
prepay, and reborrow under this Agreement as follows.
  
  CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make any
  Advance to or for the account of Borrower under this Agreement is subject to
  the following conditions precedent, with all documents, instruments,
  opinions, reports, and other items required under this Agreement to be in 
  form and substance satisfactory to Lender:

    (a)  Lender shall have received evidence that this Agreement and all
    Related Documents have been duly authorized, executed, and delivered by
    Borrower to Lender.

    (b)  Lender shall have received such opinions of counsel, supplemental
    opinions, and documents as Lender may request.

    (c)  The security interests in the Collateral shall have been duly
    authorized, created, and perfected with first lien priority and shall be
    in full force and effect.

<PAGE>

04-03-1998                   LOAN AGREEMENT                   Page 3
                               (Continued)

    (d)  All guaranties required by Lender for the Line of Credit shall have
    been executed by each Guarantor, delivered to Lender, and be in full
    force and effect.

    (e)   Lender, at its option and for its sole benefit, shall have 
    conducted an audit of Borrower's Accounts, inventory, books, records,
    and operations, and Lender shall be satisfied as to their condition.

    (f)  Borrower shall have paid to Lender all fees, costs, and expenses
    specified in this Agreement and the Related Documents as are then due
    and payable.

    (g)  There shall not exist at the time of any Advance a condition which
    would constitute an Event of Default under this Agreement, and
    Borrower shall have delivered to Lender the compliance certificate 
    called for in the paragraph below titled "Compliance Certificate."

Making Loan Advances.  Advances under the credit facility, as well as 
directions for payment from Borrower's accounts, may be requested orally or 
in writing by authorized persons.  Lender may, but need not, require that 
all oral requests be confirmed in writing.  Each Advance shall be 
conclusively deemed to have been made at the request of and for the benefit 
of Borrower (a) when credited to any deposit account of Borrower maintained 
with Lender or (b) when advanced in accordance with the instructions of an 
authorized person.  Lender, at its option, may set a cutoff time, after 
which all requests for Advances will be treated as having been requested on 
the next succeeding Business Day.

Mandatory Loan Repayments.  If at any time the aggregate principal amount of 
the outstanding Advances shall exceed the applicable Borrowing Base, 
Borrower, immediately upon written or oral notice from Lender, shall pay to 
Lender an amount equal to the difference between the outstanding principal 
balance of the Advances and the Borrowing Base.  On the Expiration Date, 
Borrower shall pay to Lender in full the aggregate unpaid principal amount 
of all Advances then outstanding and all accrued unpaid interest, together 
with all other applicable fees, costs and charges, if any, not yet paid.

Loan Account.  Lender shall maintain on its books a record of account in 
which Lender shall make entries for each advance and such other debits and 
credits as shall be appropriate in connection with the credit facility.  
Lender shall provide Borrower with periodic statements of Borrower's 
account, which statements shall be considered to be correct and conclusively 
binding on Borrower unless Borrower notifies Lender to the contrary within 
thirty (30) days after Borrower's receipt of any such statement which 
Borrower deems to be incorrect.

COLLATERAL.  To secure payment of the Line of Credit and performance of all 
other Loans, obligations and duties owned by Borrower to Lender, Borrower (and 
others, if required) shall grant to Lender Security Interests in such property 
and assets as Lender may require (the "Collateral"), including without 
limitation Borrower's present and future Accounts, general intangibles, and 
Inventory.  Lender's Security Interests in the Collateral shall be continuing 
liens and shall include the proceeds and products of the Collateral, including 
without limitation the proceeds of any insurance.  With respect to the 
Collateral, Borrower agrees and represents and warrants to Lender:

Perfection of Security Interests.  Borrower agrees to execute such financing 
statements and to take whatever other actions are requested by Lender to 
perfect and continue Lender's Security Interests in the Collateral.  Upon 
request of Lender, Borrower will deliver to Lender any and all of the 
documents evidencing or constituting the Collateral, and Borrower will note 
Lender's interest upon any and all chattel paper if not delivered to Lender 
for possession by Lender.  Contemporaneous with the execution of this 
Agreement, Borrower will execute one or more UCC financing statements and 
any similar statements as may be required by applicable law, and will file 
such financing statements and all such similar statements in the appropriate 
location or locations.  Borrower hereby appoints Lender as its irrevocable 
attorney-in-fact for the purpose of executing any documents necessary to 
perfect or to continue any Security Interest.  Lender may at any time, and 
without further authorization from Borrower, file a carbon, photograph, 
facsimile, or other reproduction of any financing statement for use as a 
financing statement.  Borrower will reimburse Lender for all expenses fore 
the perfection, termination, and the continuation of the perfection of 
Lender's security interest in the Collateral.  Borrower promptly will notify 
Lender of any change in Borrower's name including any change to the assumed 
business names of Borrower.  Borrower also promptly will notify Lender of 
any change in Borrower's Social Security Number or Employer Identification 
Number.  Borrower further agrees to notify Lender in writing prior to any 
change in address or location of Borrower's principal governance office or 
should Borrower merge or consolidate with any other entity.

Collateral Records.  Borrower does now, and at all times hereafter shall, 
keep correct and accurate records of the Collateral, all of which records 
shall be available to Lender or Lender's representative upon demand for 
inspection and copying at any reasonable time.  With respect to the 
Accounts, Borrower agrees to keep and maintain such records as Lender may 
require, including without limitation information concerning Eligible 
Accounts and Account balances and agings.  With respect to the Inventory, 
Borrower agrees to keep and maintain such records as Lender may require, 
including without limitation information concerning Eligible Inventory and 
records itemizing and describing the kind, type, quality, and accurate and 
complete list of all locations at which Borrower keeps or maintains business 
records concerning Borrower's Accounts and Inventory:  KENT, WASHINGTON.

Collateral Schedules.  Concurrently with the execution and delivery of this 
Agreement, Borrower shall execute and deliver to Lender schedules of 
Accounts and Inventory and Eligible Accounts and Eligible Inventory, in form 
and substance satisfactory to the Lender.  Thereafter Borrower shall execute 
and deliver to Lender such supplemental schedules of Eligible Accounts and 
Eligible Inventory and such other matters and information relating to the 
Accounts and Inventor as Lender may request.  Supplemental schedules shall 
be delivered according to the following schedule:  Borrower understands and 
agrees to provide Lender with updated Borrowing Base Certificate with each 
advance request.

Representations and Warranties Concerning Accounts.  With respect to the 
Accounts, Borrower represents and warrants to Lender:  (a)  Each Account 
represented by Borrower to be an Eligible Account for purposes of this 
Agreement conforms to the requirements of the definition of an Eligible 
Account; (b) All Account information listed on schedules delivered to Lender 
will be true and correct, subject to immaterial variance; and (c) Lender, 
its assigns, or agents shall have the right at any time and at Borrower's 
expense to inspect, examine, and audit Borrower's records and to confirm 
with Account Debts the accuracy of such Accounts.

Representations and Warranties Concerning Inventory.  With respect to the 
Inventory, Borrower represents and warrants to Lender:  (a) All Inventory 
represented by Borrower to be Eligible Inventory for purposes of this 
Agreement conforms to the requirements of the definition of Eligible 
Inventory; (b)  All Inventory values listed on schedules delivered Lender 
will be true and correct, subject to immaterial variance; (c) The value of 
the Inventory will be determined on a consistent accounting basis; (d) 
Except as agreed to the contrary by Lender in writing, all Eligible 
Inventory is now and at all times hereafter will be in Borrower's physical 
possession and shall not be held by others on consignment, sale on approval, 
or sale or return; (e) Except as reflected in the Inventory schedules 
delivered to Lender, all Eligible Inventory is now and at all times 
hereafter will be of good and merchantable quality, free from defects; (f) 
Eligible Inventory is not now and will not at any time hereafter be stored 
with a bailee, warehouseman, or similar party without Lender's prior written 
consent, and, in such event, Borrower will concurrently at the time of 
bailment cause any such bailee, warehouseman, or similar party to issue and 
deliver to Lender, in form acceptable to Lender, warehouse receipts in 
Lender's name evidencing the storage of Inventory; and (g) Lender, its 
assigns, or agents shall have the right at any time and at Borrower's 
expense to inspect and examine the Inventory and to check and test the same 
as to quality, quantity, value, and condition.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as 
of the date of this Agreement, as of the date of each disbursement of Loan 
proceeds, as of the date of any renewal, extension or modification of any 
Loan, and at all times any Indebtedness exists:

Organization. Borrower is a corporation which is duly organized, validly 
existing, and in good standing under the laws of the State of Washington 

<PAGE>

04-03-1998                   LOAN AGREEMENT                        Page 4
                               (Continued)


and is validly existing and in good standing in all states in which 
Borrower is doing business. Borrower has the full power and authority to 
own its properties and to transact the businesses in which it is presently 
engaged or presently proposes to engage. Borrower also is duly qualified as 
a foreign corporation and is in good standing in all states in which the 
failure to so qualify would have a material adverse effect on its 
businesses or financial condition.

Authorization. The execution, delivery, and performance of this Agreement 
and all Related Documents by Borrower, to the extent to be executed, 
delivered or performed by Borrower, have been duly authorized by all 
necessary action by Borrower; do not require the consent or approval of any 
other person, regulatory authority or governmental body; 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 Borrower or (b) any law, 
governmental regulation, court decree, or order applicable to Borrower.

Financial Information. Each financial statement of Borrower supplied to 
Lender truly and completely disclosed Borrowers financial condition as of 
the date of the statement, and there has been no material adverse change in 
Borrower's financial condition subsequent to the date of the most recent 
financial statement supplied to Lender. Borrower has no material contingent 
obligations except as disclosed in such financial statements.

Legal Effect. This Agreement constitutes, and any instrument or agreement 
required hereunder to be given by Borrower when delivered will constitute, 
legal, valid and binding obligations of Borrower enforceable against 
Borrower in accordance with their respective terms.

Properties. Except for Permitted Liens, Borrower owns and has good title to 
all of Borrower's properties free and clear of all Security Interests, and 
has not executed any security documents or financing statements relating to 
such properties.  All of Borrower's properties are titled in Borrower's 
legal name, and Borrower has not used, or filed a financing statement 
under, any other name for at least the last five (5) years.

Hazardous Substances. The terms "hazardous waste," "hazardous substance," 
"disposal," "release," and "threatened release," as used in this Agreement, 
shall have the same meanings as set forth in the "CERCLA," "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. Except as disclosed to and 
acknowledged by Lender in writing, Borrower represents and warrants that: 
(a) During the period of Borrower's ownership of the properties, there has 
been no use, generation, manufacture, storage, treatment, disposal, release 
or threatened release of any hazardous waste or substance by any person on, 
under, about or from any of the properties. (b) Borrower has no knowledge 
of, or reason to believe that there has been (i) any use, generation, 
manufacture, storage, treatment, disposal, release, or threatened release 
of any hazardous waste or substance on, under, about or from the properties 
by any prior owners or occupants of any of the properties, or (ii) any 
actual or threatened litigation or claims of any kind by any person 
relating to such matters. (c) Neither Borrower nor any tenant, contractor, 
agent or other authorized user of any of the properties shall use, 
generate, manufacture, store, treat, dispose of, or release any hazardous 
waste or substance on, under, about or from any of the properties; and any 
such activity shall be conducted in compliance with all applicable federal, 
state, and local laws, regulations, and ordinances, including without 
limitation those laws, regulations and ordinances described above. Borrower 
authorizes Lender and its agents to enter upon the properties to make such 
inspections and tests as Lender may deem appropriate to determine 
compliance of the properties with this section of the Agreement. Any 
inspections or tests made by Lender shall be at Borrower's expense and for 
Lender's purposes only and shall not be construed to create any 
responsibility or liability on the part of Lender to Borrower or to any 
other person. The representations and warranties contained herein are based 
on Borrower's due diligence in investigating the properties for hazardous 
waste and hazardous substances. Borrower hereby (a) releases and waives any 
future claims against Lender for indemnity or contribution in the event 
Borrower 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, losses, liabilities, damages, penalties, and expenses which Lender 
may directly or indirectly sustain or suffer resulting from a breach of 
this section of the Agreement or as a consequence of any use, generation, 
manufacture, storage, disposal, release or threatened release occurring 
prior to Borrower's ownership or interest in the properties, whether or not 
the same was or should have been known to Borrower. The provisions of this 
section of the Agreement, including the obligation to indemnity, shall 
survive the payment of the Indebtedness and the termination or expiration 
of this Agreement and shall not be affected by Lender's acquisition of any 
interest in any of the properties, whether by foreclosure or otherwise.

Litigation and Claims. No litigation, claim, investigation, administrative 
proceeding or similar action (including those for unpaid taxes) against 
Borrower is pending or threatened, and no other event has occurred which 
may materially adversely affect Borrower's financial condition or 
properties, other than litigation, claims, or other events, if any, that 
have been disclosed to and acknowledged by Lender in writing.

Taxes.  To the best of Borrower's knowledge, all tax returns and reports of 
Borrower that are or were required to be filed, have been filed, and all 
assessments and other governmental charges have been paid in full, except 
those presently being or to be contested by Borrower in good faith in the 
ordinary course of business and for which adequate reserves have been 
provided.

Lien Priority. Unless otherwise previously disclosed to Lender in writing, 
Borrower has not entered into or granted any Security Agreements, or 
permitted the filing or attachment of any Security Interests on or 
affecting any of the Collateral directly or indirectly securing repayment 
of Borrower's Loan and Note, that would be prior or that may in any way be 
superior to Lender's Security Interests and rights in and to such 
collateral.

Binding Effect. This Agreement, the Note, all Security Agreements directly 
or indirectly securing repayment of Borrower's Loan and Note and all of the 
Related Documents are binding upon Borrower as well as upon Borrower's 
successors, representatives and assigns, and are legally enforceable in 
accordance with their respective terms.

Commercial Purposes. Borrower intends to use the Loan proceeds solely for 
business or commercial related purposes.

Employee Benefit Plans.  Each employee benefit plan as to which Borrower 
may have any liability complies in all material respects with all 
applicable requirements of law and regulations, and (i) no Reportable Event 
nor Prohibited Transaction (as defined in ERISA) has occurred with respect 
to any such plan, (ii) Borrower has not withdrawn from any such plan or 
initiated steps to do so, (iii) no steps have been taken to terminate any 
such plan, and (iv) there are no unfunded liabilities other than those 
previously disclosed to Lender in writing.

Location of Borrowers Offices and Records. Borrower's place of business, or 
Borrower's Chief executive office, if Borrower has more than one place of 
business, is located at 22023 - 68TH AVENUE SOUTH, KENT, WA 98032. Unless 
Borrower has designated otherwise in writing this location is also the 
office or offices where Borrower keeps its records concerning the 
Collateral.

Information. All information heretofore or contemporaneously herewith 
furnished by Borrower to Lender for the purposes of or in connection with 
this Agreement or any transaction contemplated hereby is, and all 
information hereafter furnished by or on behalf of Borrower to Lender will 
be, true and accurate in every material respect on the date as of which 
such information is dated or certified; and none of such information is or 
will be incomplete by omitting to state any material fact necessary to make 
such information not misleading.

Survival of Representations and Warranties. Borrower understands and agrees 
that Lender, without independent investigation,, is relying upon the above 
representations and warranties in extending Loan Advances to Borrower. 
Borrower further agrees that the foregoing representations and warranties 
shall be continuing in nature and shall remain in full force and effect 
until such time as Borrower's Indebtedness shall be paid in full, or until 
this Agreement shall be terminated in the manner provided above, whichever 
is the last to occur.

<PAGE>

04-03-1998                   LOAN AGREEMENT                       Page 5
                               (Continued)


AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while 
this Agreement is in effect, Borrower will:

Litigation. Promptly inform Lender in writing of (a) all material adverse 
changes in Borrower's financial condition, and (b) all existing and all 
threatened litigation, claims, investigations, administrative proceedings 
or similar actions affecting Borrower or any Guarantor which could 
materially affect the financial condition of Borrower or the financial 
condition of any Guarantor.

Financial Records. Maintain its books and records in accordance with 
generally accepted accounting principles, applied on a consistent basis, 
and permit Lender to examine and audit Borrower's books and records at all 
reasonable times.

Financial Statements.- Furnish Lender with, as soon as available, but in no 
event later than ninety (90) days after the end of each fiscal year, 
Borrower's balance sheet and income statement for the year ended, audited 
by a certified public accountant satisfactory to Lender, and, as soon as 
available, but in no event later than forty five (45) days after the end of 
each fiscal quarter, Borrowers balance sheet and profit and loss statement 
for the period ended, prepared and certified as correct to the best 
knowledge and belief by Borrower's chief financial officer or other officer 
or person acceptable to Lender.  All financial reports required to be 
provided under this Agreement shall be prepared in accordance with 
generally accepted accounting principles, applied on a consistent basis, 
and certified by Borrower as being true and correct.

Additional Information. Furnish such additional information and statements, 
lists of assets and liabilities, agings of receivables and payables, 
inventory schedules, budgets, forecasts, tax returns, and other reports 
with respect to Borrower's financial condition and business operations as 
Lender may request from time to time.

Financial Covenants and Ratios. Comply with the following covenants and 
ratios:

Net Worth Ratio. Maintain a ratio of Total Liabilities to Tangible Net 
Worth of less than 1.90 to 1.00.

Working Capital. Maintain Working Capital in excess of $2,250,000.00.

Current Ratio. Maintain a ratio of Current Assets to Current Liabilities 
in excess of 1.50 to 1.00.

Other Ratio. Maintain a ratio of EARNINGS BEFORE INTEREST AND TAXES TO 
INTEREST EXPENSE IN EXCESS OF 1.40 to 1.00. Except as provided above, 
all computations made to determine compliance with the requirements 
contained in this paragraph shall be made in accordance with generally 
accepted accounting principles, applied on a consistent basis, and 
certified by Borrower as being true and correct.

Insurance. Maintain fire and other risk insurance, public liability 
insurance, and such other insurance as Lender may require with respect 
to Borrower's properties and operations, in form, amounts, coverages and 
with insurance companies reasonably acceptable to Lender. Borrower, 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 canceled or diminished without 
at least ten (10) days' prior written notice to Lender. 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 Borrower or any other person. In connection with all policies 
covering assets in which Lender holds or is offered a security interest 
for the Loans, Borrower will provide Lender with such loss payable or 
other endorsements as Lender may require.

Insurance Reports. Furnish to Lender, upon request of Lender, reports on 
each existing insurance policy showing such information as Lender may 
reasonably request, including without limitation the following: (a) the 
name of the insurer; (b) the risks insured; (c) the amount of the policy; 
(d) the properties insured; (e) the then current property values on the 
basis of which insurance has been obtained, and the manner of determining 
those values; and (f) the expiration date of the policy. In addition, upon 
request of Lender (however not more often than annually), Borrower will 
have an independent appraiser satisfactory to Lender determine, as 
applicable, the actual cash value or replacement cost of any Collateral. 
The cost of such appraisal shall be paid by Borrower.

Guaranties. Prior to disbursement of any Loan proceeds, furnish executed 
guaranties of the Loans in favor of Lender, executed by the guarantors 
named below, on Lenders forms, and in the amounts and under the conditions 
spelled out in those guaranties.

	Guarantors	          Amounts
 __________           _______
	ALAN W. WHITE	       Unlimited
	ROLYNN G. MERCER	    Unlimited
	ROY B. THOMPSON	     Unlimited
	EDWIN P. BEIERLORZER	Unlimited
	GARY B. PALMER		     $1,000,000.00

Other Agreements. Comply with all terms and conditions of all other 
agreements, whether now or hereafter existing, between Borrower and any 
other party and notify Lender immediately in writing of any default in 
connection with any other such agreements.

Loan Proceeds. Use all Loan proceeds solely for the following specific 
purposes: FUNDS TO BE USED ONLY FOR EXPORT WORKING CAPITAL RELATED 
TRANSACTIONS.

Taxes, Charges and Liens.  Pay and discharge when due all of its 
indebtedness and obligations, including without limitation all assessments, 
taxes, governmental charges, levies and liens, of every kind and nature, 
imposed upon Borrower or its properties, income, or profits, prior to the 
date on which penalties would attach, and all lawful claims that, if 
unpaid, might become a lien or charge upon any of Borrower's properties, 
income, or profits. Provided however, Borrower will not be required to pay 
and discharge any such assessment, tax, charge, levy, lien or claim so long 
as (a) the legality of the same shall be contested in good faith by 
appropriate proceedings, and (b) Borrower shall have established on its 
books adequate reserves with respect to such contested assessment, tax, 
charge, levy, lien, or claim in accordance with generally accepted 
accounting practices. Borrower, upon demand of Lender, will furnish to 
Lender evidence of payment of the assessments, taxes, charges, levies, 
liens and claims and will authorize the appropriate governmental official 
to deliver to Lender at any time a written statement of any assessments, 
taxes, charges, levies, liens and clams against Borrower's properties, 
income, or profits.

Performance. Perform and comply with all terms, conditions, and provisions 
set forth in this Agreement and in the Related Documents in a timely 
manner, and promptly notify Lender if Borrower learns of the occurrence of 
any event which constitutes an Event of Default under this Agreement or 
under any of the Related Documents.

Operations. Maintain executive and management personnel with substantially 
the same qualifications and experience as the present executive and 
management personnel; provide written notice to Lender of any change in 
executive and management personnel; conduct its business affairs in a 
reasonable and prudent manner and in compliance with all applicable 
federal, state and municipal laws, ordinances, rules and regulations 
respecting its properties, charters, businesses and operations, including 
without limitation, compliance with the Americans with Disabilities Act and 
with all minimum funding standards and other requirements of ERISA and 
other laws applicable to Borrower's employee benefit plans.

Inspection. Permit employees or agents of Lender at any reasonable time to 
inspect any and all Collateral for the Loan or Loans and Borrower's other 
properties and to examine or audit Borrower's books, accounts, and records 
and to make copies and memoranda of Borrower's books, 

<PAGE>

04-03-1998                     LOAN AGREEMENT                        Page 6
                                 (Continued)


accounts, and records. If Borrower now or at any time hereafter maintains 
any records (including without limitation computer generated records and 
computer software programs for the generation of such records) in the 
possession of a third party, Borrower, upon request or Lender, shall notify 
such party to permit Lender free access to such records at all reasonable 
times and to provide Lender with copies of any records it may request, all 
at Borrower's expense.

Compliance Certificate. Unless waived in writing by Lender, provide Lender 
at least annually and at the time of each disbursement of Loan proceeds 
with a certificate executed by Borrower's chief financial officer, or other 
officer or person acceptable to Lender, certifying that the representations 
and warranties set forth in this Agreement are true and correct as of the 
date of the certificate and further certifying that, as of the date of the 
certificate, no Event of Default exists under this Agreement.

Environmental Compliance and Reports. Borrower shall comply in all respects 
with all environmental protection federal, state and local laws, statutes, 
regulations and ordinances; not cause or permit to exist, as a result of an 
intentional or unintentional action or omission on its part or on the part 
of any third party, on property owned occupied by Borrower, any 
environmental activity where damage may result to the environment, unless 
such environmental activity is pursuant to and in compliance with the 
conditions of a permit issued by the appropriate federal, state or local 
governmental authorities; shall furnish to Lender promptly and in any event 
within thirty (30) days after receipt thereof a copy of any notice, 
summons, lien, citation, directive, letter or other communication from any 
governmental agency or instrumentality concerning any intentional or 
unintentional action or omission on Borrowers part in connection with any 
environmental activity whether or not there is damage to the environment 
and/or other natural resources.

Additional Assurances. Make, execute and deliver to Lender such promissory 
notes, mortgages, deeds of trust, security agreements, financing 
statements, instruments, documents and other agreements as Lender or Its 
attorneys may reasonably request to evidence and secure the Loans and to 
perfect all Security Interests.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this 
Agreement is in effect, Borrower shall not, without the prior written consent 
of Lender:

Indebtedness and Liens. (a) Except for trade debt incurred in the normal 
course of business and indebtedness to Lender contemplated by this 
Agreement, create, incur or assume indebtedness for borrowed money, 
including capital leases, (b) except as allowed as a Permitted Lien, sell, 
transfer, mortgage, assign, pledge, lease, grant a security interest in, or 
encumber any of Borrower's assets, or (c) sell with recourse any of 
Borrower's accounts, except to Lender.

Continuity of Operations. (a) Engage in any business activities 
substantially different than those in which Borrower is presently engaged, 
(b) cease operations, liquidate, merge, transfer, acquire or consolidate 
with any other entity, change ownership, change its name, dissolve or 
transfer or sell Collateral out of the ordinary course of business, (C) pay 
any dividends on Borrower's stock (other than dividends payable in its 
stock), provided, however that notwithstanding the foregoing, but only so 
long as no Event of Default has occurred and is continuing or would result 
from the payment of dividends, if Borrower is a "Subchapter S Corporation" 
(as defined in the Internal Revenue Code of 1986, as amended), Borrower may 
pay cash dividends on its stock to its shareholders from time to time in 
amounts necessary to enable the shareholders to pay income taxes and make 
estimated income tax payments to satisfy their liabilities under federal 
and state law which arise solely from their status as Shareholders of a 
Subchapter S Corporation because of their ownership of shares of stock of 
Borrower, or (d) purchase or retire any of Borrower's outstanding shares or 
alter or amend Borrower's capital structure.

Loans, Acquisitions and Guaranties. (a) Loan, invest in or advance money or 
assets, (b) purchase, create or acquire any interest in any other 
enterprise or entity, or (c) incur any obligation as surety or guarantor 
other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to 
Borrower, whether under this Agreement or under any other agreement, Lender 
shall have no obligation to make Loan Advances or to disburse Loan proceeds 
if: (a) Borrower or any Guarantor is in default under the terms of this 
Agreement or any of the Related Documents or any other agreement that Borrower 
or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes 
insolvent, files a petition in bankruptcy or similar proceedings, or is 
adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's 
financial condition, in the financial condition of any Guarantor, or in the 
value of any Collateral securing any Loan; or (d) any Guarantor seeks, claims 
or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of 
the Loan or any other loan with Lender.

DISPOSITION OF CASH COLLATERAL ACCOUNT PROCEEDS.
Account proceeds will be deposited to cash collateral account #120004015:
______ all proceeds
______ proceeds of accounts or invoices assigned 
______ (specify)___________________________________


Cash Collateral account funds will be applied to note balance:
___MONDAY, TUESDAY, WEDNESDAY, THURSDAY_ and_FRIDAY____ __________of each 
week. (day of week)
or	days after deposit.
or	business days after deposit.

PAYMENT OF INTEREST.
		_______Interest is to be paid, first from each payment.
		_______Interest is to be paid,  monthly per billing statement.
		   X   Interest is to be paid, by charging account #120004023.
  _______
		_______Interest is to be paid, (specify)_________________________.

COLLATERAL SCHEDULE TIMETABLES.
Borrower shall execute and deliver to Lender the following schedules:
Accounts Receivables Agings X Monthly _____ Quarterly _____ Other____within 20  
                           ___
days.
Accounts Payable Agings  X  Monthly _____ Quarterly _____ Other _____ within  
                        ___
20 days.
Inventory Schedules X   Quarterly ______ Other____within 20 days.
                    ___
Other Schedules ___________________________.

**Above schedules must include a Borrowing Base Certificate..

TERMS OF SALE (NOT TO EXCEED 180 DAYS).  Borrower understands and agrees that 
all Terms of Sale transactions must be supported by irrevocable letter of 
credit.  If there is an existing opened account, it must already be insured 
through Ex-Im Bank credit insurance to cover for comprehensive commercial and 
political risk.  For each advance, documentation must be provided to the 
Lender which details the cost of materials and labor incurred related to the 
transaction.  All downpayments received on the order must first be fully 
expended for materials and labor on the related transaction before funds can 
be advanced from the line of credit.

DIVIDEND RESTRICTIONS.  Borrower understands and agrees that they shall not 
pay any dividends (other than dividends payable in shares of the Borrower's 
stock) on any class of shares of the Borrower's stock.

LOANS TO STOCKHOLDERS AND AFFILIATES.  Borrower understands and agrees that 
they shall not make any loans to any stockholder or entity

<PAGE>

04-03-1998                   LOAN AGREEMENT                         Page 7
                              (Continued)

affiliated with the Borrower (for a period exceeding sixty (60) consecutive 
days).

ADDITIONAL DEBT.  Borrower understands and agrees that they shall not incur, 
guarantee or become in any way liable with respect to debts outside the 
ordinary course of business except for renewal or extensions of debts 
outstanding.

CAPITAL EXPENDITURES.  Borrower understands and agrees that they shall not 
make any plant or fixed capital expenditures, or make any commitment to 
purchase or lease any real or personal property or replacement equipment 
subject to a purchase money security interest, trust deed or lease, in excess 
of $400,000.00.

LIMITATION OF ELIGIBLE INVENTORY AND ACCOUNTS RECEIVABLE.  Borrower 
understands and agrees that in order to determine Borrowing Base, Lender will 
use eligible export-related inventory and export-related accounts receivable.

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 the 
Indebtedness against any and all such accounts.

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

Default on Indebtedness. Failure of Borrower to make any payment when due 
on the Loans.

Other Defaults.  Failure of Borrower or any Grantor to comply with or to 
perform when due any other term, obligation, covenant or condition 
contained in this Agreement or in any of the Related Documents, or failure 
of Borrower to comply with or to perform any other term, obligation, 
covenant or condition contained in any other agreement between Lender and 
Borrower.

Default In Favor of Third Parties. Should Borrower or any Grantor default 
under any loan, extension of credit, security agreement, purchase or sales 
agreement, or any other agreement, in favor of any other creditor or person 
that may materially affect any of Borrower's property or Borrower's or any 
Grantor's ability to repay the Loans or perform their respective 
obligations under this Agreement or any of the Related Documents.

False Statements. Any warranty, representation or statement made or 
furnished to Lender by or on behalf of Borrower or any Grantor under this 
Agreement or the Related Documents is false or misleading in any material 
respect at the time made or furnished, or becomes false or misleading at 
any time thereafter.

Defective Collateralization. This Agreement or any of the Related Documents 
ceases to be in full force and effect (including failure of any Security 
Agreement to create a valid and perfected Security Interest) at any time 
and for any reason.

Insolvency. The dissolution or termination of Borrower's existence as a 
going business, the insolvency of Borrower, the appointment of a receiver 
for any part of Borrower'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 Borrower.

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 Borrower, any creditor 
of any Grantor against any collateral securing the Indebtedness, or by any 
governmental agency. This includes a garnishment, attachment, or levy on or 
of any of Borrower's deposit accounts with Lender. However, this Event of 
Default shall not apply if there is a good faith dispute by Borrower or 
Grantor, as the case may be, as to the validity or reasonableness of the 
claim which is the basis of the creditor or forfeiture proceeding, and if 
Borrower or Grantor gives Lender written notice of the creditor or 
forfeiture proceeding and furnishes reserves or a surety bond for the 
creditor or forfeiture proceeding satisfactory to Lender.

Events Affecting Guarantor. Any of the preceding events occurs with respect 
to any Guarantor of any of the Indebtedness or any Guarantor dies or 
becomes incompetent, or revokes or disputes the validity of, or liability 
under, any Guaranty of the Indebtedness. 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.

Change In Ownership. Any change in ownership of twenty-five percent (25%) 
or more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in Borrower's financial 
condition, or Lender believes the prospect of payment or performance of the 
Indebtedness is impaired.

Right to Cure. If any default, other than a Default on Indebtedness, is 
curable and if Borrower or Grantor, as the case may be, has not been given 
a notice of a similar default within the preceding twelve (12) months, it 
may be cured (and no Event of Default will have occurred) if Borrower or 
Grantor, as the case may be, 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 Lenders 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.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except 
where otherwise provided in this Agreement or the Related Documents, all 
commitments and obligations of Lender under this Agreement or the Related 
Documents or any other agreement immediately will terminate (including any 
obligation to make Loan Advances or disbursements), and, at Lender's option, 
all Indebtedness immediately will become due and payable, all without notice 
of any kind to Borrower, except that in the case of an Event of Default of the 
type described in the "Insolvency" subsection above, such acceleration shall 
be automatic and not optional. In addition, Lender shall have all the rights 
and remedies provided in the Related Documents or available at law, in equity, 
or otherwise. Except as may be prohibited by applicable law, all of Lender's 
rights and remedies shall be cumulative and may be exercised singularly or 
concurrently. Election by Lender to pursue any remedy shall not exclude 
pursuit of any other remedy, and an election to make expenditures or to take 
action to perform an obligation of Borrower or of any Grantor shall not affect 
Lender's right to declare a default and to exercise its rights and 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, Borrower agrees 
upon Lender's request to submit to the jurisdiction of the courts of King 
County, the State of Washington. This Agreement shall be governed by and 
construed in accordance with the laws of the State of Washington.

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 Borrower under 
this Agreement shall be joint and several, and all references to Borrower 

<PAGE>

04-03-1998                     LOAN AGREEMENT                       Page 8
                                 (Continued)


shall mean each and every Borrower. This means that each of the persons 
signing below is responsible for all obligations in this Agreement.

Consent to Loan Participation. Borrower agrees and consents to Lender's 
sale or transfer, whether now or later, of one or more participation 
interests in the Loans to one or more purchasers, whether related or 
unrelated to Lender. Lender may provide, without any limitation whatsoever, 
to any one or more purchasers, or potential purchasers, any information or 
knowledge Lender may have about Borrower or about any other matter relating 
to the Loan, and Borrower hereby waives any rights to privacy it may have 
with respect to such matters. Borrower additionally waives any and all 
notices of sale of participation interests, as well as all notices of any 
repurchase of such participation interests. Borrower also agrees that the 
purchasers of any such participation interests will be considered as the 
absolute owners of such interests in the Loans and will have all the rights 
granted under the participation agreement or agreements governing the sale 
of such participation interests. Borrower further waives all rights of 
offset or counterclaim that it may have now or later against Lender or 
against any purchaser of such a participation interest and unconditionally 
agrees that either Lender or such purchaser may enforce Borrower's 
obligation under the Loans irrespective of the failure or insolvency of any 
holder of any interest in the Loans. Borrower further agrees that the 
purchaser of any such participation interests may enforce its interests 
irrespective of any personal claims or defenses that Borrower may have 
against Lender.

Costs and Expenses. Borrower agrees to pay upon demand all of Lender's 
expenses, including without limitation attorneys' fees, incurred in 
connection with the preparation, execution, enforcement, modification and 
collection of this Agreement or in connection with the Loans made pursuant 
to this Agreement.  Lender may pay someone else to help collect the Loans 
and to enforce this Agreement, and Borrower will pay 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 for bankruptcy proceedings (including efforts to 
modify or vacate any automatic stay or injunction), appeals, and any 
anticipated post-judgment collection services. Borrower also will pay any 
court costs, in addition to all other sums provided by law.

Notices. All notices required to be given under this Agreement shall be 
given in writing, may be sent by telefacsimile (unless otherwise required 
by law), and shall be effective when 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 Borrower, notice to any Borrower will constitute 
notice to all Borrowers. For notice purposes, Borrower will keep Lender 
informed at all times of Borrowers current address(es).

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.

Subsidiaries and Affiliates of Borrower. To the extent the context of any 
provisions of this Agreement makes it appropriate, including without 
limitation any representation, warranty or covenant, the word "Borrower" as 
used herein shall include all subsidiaries and affiliates of Borrower. 
Notwithstanding the foregoing however, under no circumstances shall this 
Agreement be construed to require Lender to make any Loan or other 
financial accommodation to any subsidiary or affiliate of Borrower.

Successors and Assigns. All covenants and agreements contained by or on 
behalf of Borrower shall bind its successors and assigns and shall inure to 
the benefit of Lender, its successors and assigns. Borrower shall not, 
however, have the right to assign its rights under this Agreement or any 
interest therein, without the prior written consent of Lender.

Survival. All warranties, representations, and covenants made by Borrower 
in this Agreement or in any certificate or other instrument delivered by 
Borrower to Lender under this Agreement shall be considered to have been 
relied upon by Lender and will survive the making of the Loan and delivery 
to Lender of the Related Documents, regardless of any investigation made by 
Lender or on Lender's behalf.

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 Borrower, or between Lender and any 
Grantor, shall constitute a waiver of any of Lender's rights or of any 
obligations of Borrower or of any Grantor 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 in subsequent instances where such consent is required, 
and in all cases such consent may be granted or withheld in the sole 
discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN 
AGREEMENT, AND BORROWER AGREES TO ITS TERMS.  THIS  AGREEMENT IS DATED AS OF 
APRIL 3,1998.

BORROWER:

WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.


By: /s/ GARY B. PALMER
    __________________
   	President:  WEB PRESS CORPORATION


By: /s/ GARY B. PALMER
    __________________
   	Chairman:  WEB LEADER INTERNATIONAL, INC.



LENDER:

Washington First International Bank


By: /s/ MICHAEL C.C. LUM
    ____________________
   	Authorized Officer


<PAGE>
 
                         PROMISSORY NOTE


______________________________________________________________________________
Principal		   Loan Date	 Maturity   Loan No.	  Call	Collateral	
$1,000,000.00	04-13-1998	10-15-1998	8015480008		       14		

Account	    Officer		Initials
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 	       Lender: 	Washington First 
           WEB LEADER INTERNATIONAL, INC.		           International Bank
         		22023 68TH AVENUE SOUTH 			                9709 Third Avenue NE
         		KENT, WA  98032                            Suite 110
                                             									Seattle, WA 98115
______________________________________________________________________________

Principal Amount:  $1,000,000.00   Initial Rate:  10.000%
Date of Note:  April 3, 1998


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 One Million & 00/100 Dollars ($1,000,000.00) or so much as 
may be outstanding, together with interest on the unpaid outstanding principal 
balance of each advance. Interest shall be calculated from the date of each 
advance until repayment of each advance.

PAYMENT. Borrower will pay this loan on demand, or if no demand is made, in 
one payment of all outstanding principal plus all accrued unpaid interest on 
October 15, 1998. In addition, Borrower will pay regular monthly payments of 
accrued unpaid interest beginning May 15, 1998, and all subsequent interest 
payments are due on the same day of each month after that. The annual interest 
rate for this Note is computed on a 365/360 basis; that is, by applying the 
ratio of the annual interest rate over a year of 360 days, 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 8.500% per annum. The interest rate to be applied to the unpaid 
principal balance of this Note will be at a rate of 1.500 percentage points 
over the Index, resulting in an initial rate of 10.000% per annum. NOTICE: 
Under no circumstances will the interest rate on this Note be more than the 
maximum rate allowed by applicable law.

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 of accrued 
unpaid interest. Rather, they will reduce the principal balance due.

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 
5.000% of the regularly scheduled payment or $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) Borrower defaults under any loan, extension of 
credit,  security agreement, purchase or sales agreement, or any other 
agreement, in favor of any other creditor or person that may materially affect 
any of Borrower's property or Borrower's ability to repay this Note or perform 
Borrower's obligations under this Note or any of the Related Documents. (d) 
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. (e) 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. (f) 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 Borrowers 
accounts with Lender. (g) Any guarantor dies or any of the other events 
described in this default section occurs with respect to any guarantor of this 
Note. (h) 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 6.500 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.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under 
this Note may be requested only in writing by Borrower or by an authorized 
person. All communications, instructions, or directions by telephone or 
otherwise to Lender are to be directed to Lender's office shown above. The 
following party or parties are authorized to request advances under the line 
of credit until Lender receives from Borrower at Lender's address shown above 
written notice of revocation of their authority: GARY B. PALMER, President: 
Web Press Corp.; CRAIG L. 

<PAGE>


04-03-1998                  PROMISSORY NOTE                      Page 2
                               (Continued)


MATHISON, Secretary/Treasurer: WEB PRESS CORP.; GARY B. PALMER, Chairman:  WEB 
LEADER INTERNATIONAL, INC.; and CHARLES A. GATH, President: International, 
Inc.  Borrower agrees to be liable for all sums either: (a) advanced in 
accordance with the instructions of an authorized person or (b) credited to 
any of Borrower's accounts with Lender. The unpaid principal balance owing on 
this Note at any time may be evidenced by endorsements on this Note or by 
Lenders internal records, including daily computer printouts. Lender will have 
no obligation to advance funds under this Note if: (a) Borrower or any 
guarantor is in default under the terms of this Note or any agreement that 
Borrower or any guarantor has with Lender, including any agreement made in 
connection with the signing of this Note; (b) Borrower or any guarantor ceases 
doing business or is insolvent; (c) any guarantor seeks,  claims or otherwise 
attempts to limit, modify or revoke such guarantor's guarantee of this Note or 
any other loan with Lender; or (d) Borrower has applied funds provided 
pursuant to this Note for purposes other than those authorized by Lender.

GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific 
default provisions or rights of Lender shall not preclude Lenders right to 
declare payment of this Note on its demand. 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
    ____________________________
    President:  WEB PRESS CORP.

BY: /s/ GARY B. PALMER
    _________________________________________
    Chairman:  WEB LEADER INTERNATIONAL, INC.


<PAGE>




                          COMMERCIAL SECURITY AGREEMENT
______________________________________________________________________________
Principal		   Loan Date	 Maturity	  Loan No.	  Call	  Collateral	
$1,000,000.00	04-03-1998	10-15-1998	8015480008		      14		

Account	    Officer		Initials
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 	        Lender: 	Washington First 
           WEB LEADER INTERNATIONAL, INC.		            International Bank
         		22023 68TH AVENUE SOUTH 			                 9709 Third Avenue NE
         		KENT, WA  98032                             Suite 110
                                              									Seattle, WA 98115
______________________________________________________________________________

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, chattel paper, accounts, equipment, general intangibles 
    and fixtures, together with the following specifically described 
    property:  First security interest on all export-related inventory, 
    export-related accounts receivable and export contract rights now owned 
    and hereafter acquired and wherever located.  In addition, a junior 
    priority interest for all inventory, chattel paper, accounts, equipment 
    and general intangibles now owned and hereafter acquired and 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 
    Grantor's right, 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 with all other 
indebtedness and costs and expenses for which Grantor is responsible under 
this Agreement or under any of the Related Documents. In addition, the word 
"Indebtedness" includes all other obligations, debts and liabilities, plus 
interest thereon, of Grantor, or any one or more of them, to Lender, as 
well as all claims by Lender against Grantor, or any one or more of them, 
whether existing now or later; whether they are voluntary or involuntary, 
due or not due, direct or indirect, absolute or contingent, liquidated or 
unliquidated; whether Grantor may be liable individually or jointly with 
others; whether Grantor may be obligated as guarantor, surety, 
accommodation party or otherwise; whether recovery upon such indebtedness 
may be or hereafter may become barred by any statute of limitations; and 
whether such indebtedness may be or hereafter may become otherwise 
unenforceable.

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

Note. The word "Note" means the note or credit agreement dated APRIL 
3,1998, in the principal amount of $1,000,000.00 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:

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 any 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>

04-03-1998                    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 Lenders 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. This is a continuing Security Agreement and will continue in 
effect even though all or any part of the Indebtedness is paid in full and 
even though for a period of time Grantor may not be indebted to Lender.

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. 99-499 ("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 

<PAGE>

04-03-1998             COMMERCIAL SECURITY AGREEMENT                Page 3
                             (Continued)


hazardous wastes and substances. Grantor hereby (a) releases and waives any 
future claims against Lender for indemnity or contribution in the 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 or 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 
canceled 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.

Default in Favor of Third Parties. Should Borrower or any Grantor default 
under any loan, extension of credit security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or 
person that may materially affect any of Borrower's property or
Borrower's or any Grantor's ability to repay the Loans or perform their 
respective obligations under this Agreement or any of the Related
Documents.

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 perfected 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 

<PAGE>

04-03-1998             COMMERCIAL SECURITY AGREEMENT                  Page 4
                               (Continued)


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 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 () days; or (b), if the 
cure requires more than () 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.

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 have 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 mailer 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, choices 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 of 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 other 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 Lenders request to submit to the jurisdiction of the courts of King 
County,  the State of Washington. This Agreement shall be governed by and 
construed in accordance with the laws of the State of Washington.

Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of 
Lender's costs and expenses, including attorneys' fees and Lenders 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 attorneys' 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 


<PAGE>

04-03-1998                COMMERCIAL SECURITY AGREEMENT                Page 5
                                 (Continued)


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 (unless otherwise required 
by law), and shall be effective when 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 relinquishes 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 
APRIL 3, 1998.

GRANTOR:

WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.

By: /s/ Gary B. Palmer
    ___________________________________________
    Gary B. Palmer, President, WEB PRESS CORP.

By: /s/ Gary B. Palmer
    __________________________________________________________
    Gary B. Palmer, Chairman:  WEB LEADER INTERNATIONAL, INC.


<PAGE>

                  COMMERCIAL PLEDGE AGREEMENT

 
______________________________________________________________________________
Principal		   Loan Date	 Maturity	  Loan No.	   Call  Collateral	
$1,000,000.00	04-03-1998	10-15-1998	8015480008		      14		

Account	    Officer		Initials
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 	      Lender: 	Washington First 
           WEB LEADER INTERNATIONAL, INC.		          International Bank
         		22023 68TH AVENUE SOUTH 			               9709 Third Avenue NE
         		KENT, WA  98032                           Suite 110
									                                            Seattle, WA 98115
______________________________________________________________________________

THIS COMMERCIAL PLEDGE 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").

GRANT OF SECURITY INTEREST.  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:

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

Collateral.  The word "Collateral" means the following specifically 
described property, which Grantor has delivered or agrees to deliver (or 
cause to be delivered) immediately to Lender, together with all income and 
Proceeds as described below:

ASSIGNMENT OF PROCEEDS OF EXPORT LETTERS OF CREDIT ASSOCIATED WITH THE 
TRANSACTIONS ON WHICH DISBURSEMENTS OF THIS LOAN ARE BASED AND MADE.

In addition, the word "Collateral includes all property of Grantor (however 
owned), in the possession of Lender (or in the possession of a third party 
subject to the control of Lender), whether now or hereafter existing and 
whether tangible or intangible in character, including without limitation 
each of the following:

(a)  All property to which Lender acquires title or documents of title.

(b)  All property assigned to Lender.

(c)  All promissory notes, bills of exchange, stock certificates, bonds, 
savings passbooks, time certificates of deposit, insurance policies, and 
all other instruments and evidences of an obligation.

(d)  All records relating to any of the property described in this 
Collateral section, whether in the form of a writing, microfilm, 
microfiche, or 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.

Income and Proceeds.  The words "Income and Proceeds" mean all present and 
future income, proceeds, earnings, increases, and substitutions from or for 
the Collateral of every kind and nature, including without limitation all 
payments, interest, profits, distributions, benefits, rights, options, 
warrants, dividends, stock dividends, stock splits, stock rights, 
regulatory dividends, distributions, subscriptions, monies, claims for 
money due and to become due, proceeds of any insurance on the Collateral, 
shares of stock of different par value or no par value issued in 
substitution or exchange for shares included in the Collateral, and all 
other property Grantor is entitled to receive on account of such 
Collateral, including accounts, documents, instruments, chattel paper, and 
general intangibles.

Indebtedness. The word "Indebtedness" means and includes without limitation 
all Loans, together with all other obligations, debts and liabilities of 
Borrower to Lender, or any one or more of them, as well as all claims by 
Lender against Borrower, or any one or more of them; whether now or 
hereafter existing, voluntary or involuntary, due or not due, absolute or 
contingent, liquidated or unliquidated; whether Borrower may be liable 
individually or jointly with others; whether Borrower may be obligated as a 
guarantor, surety, or otherwise; whether recovery upon such Indebtedness 
may be or hereafter may become barred by any statute of limitations; and 
whether such Indebtedness may be or hereafter may become otherwise 
unenforceable.

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

Note.  The word "Note" means the note or credit agreement dated April 3, 
1998, in the principal amount of $1,000,000.00 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.

Obligor.  The word "Obligor" means and includes without limitation any and 
all persons or entities obligated to pay money or to perform some other act 
under the Collateral.

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 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 
the Indebtedness against any and all such accounts.

GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  
Grantor represents and warrants to Lender that:

Ownership.  Grantor is the lawful owner of the Collateral free and clear of 
all security interests, liens, encumbrances and claims of others except


<PAGE>

04-03-1998                   COMMERCIAL PLEDGE AGREEMENT              Page 2
                                    (Continued)

as disclosed to and accepted by Lender in writing prior to execution of 
this Agreement.

Right to Pledge.  Grantor has the full right, power and authority to enter 
into this Agreement and to pledge the Collateral.  

Binding Effect.  This Agreement is binding upon Grantor, as well as 
Grantor's heirs, successors, representatives and assigns, and is legally 
enforceable in accordance with its terms.

No Further Assignment.  Grantor has not, and will not, sell, assign, 
transfer, encumber or otherwise dispose of any of Grantor's rights in the 
Collateral except as provided in this Agreement.

No Defaults.  There are no defaults existing under the Collateral, and 
there are no offsets or counterclaims to the same.  Grantor will strictly 
and promptly perform each of the terms, conditions, covenants and 
agreements contained in the Collateral which are to be performed by 
Grantor, if any.

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.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO COLLATERAL.  Lender may hold 
the Collateral until all the Indebtedness has been paid and satisfied and 
thereafter may deliver the Collateral to any Grantor.  Lender shall have the 
following rights in addition to all other rights it may have by law:

Maintenance and Protection of Collateral.  Lender may, but shall not be 
obligated to, take such steps as it deems necessary or desirable to 
protect, maintain, insure, store, or care for the Collateral, including 
payment of any liens or claims against the Collateral.  Lender may charge 
any cost incurred in so doing to Grantor.

Income and Proceeds from the Collateral.  Lender may receive all Income and 
Proceeds and add it to the Collateral.  Grantor agrees to deliver to Lender 
immediately upon receipt, in the exact form received and without 
commingling with other property, all Income and Proceeds from the 
Collateral which may be received by, paid, or delivered to Grantor or for 
Grantor's account, whether as an addition to, in discharge of, in 
substitution of, or in exchange for any of the Collateral.

Application of Cash.  At Lender's option, Lender may apply any cash, 
whether included in the Collateral or received as Income and Proceeds or 
through liquidation, sale, or retirement, of the Collateral, to the 
satisfaction of the Indebtedness or such portion thereof as Lender shall 
choose, whether or not matured.

Transactions with Others.  Lender may (a) extend time for payment or other 
performance, (b) grant a renewal or change in terms or conditions, or (c) 
compromise, compound or release any obligation, with any one or more 
Obligors, endorsers, or Guarantors of the Indebtedness as Lender deems 
advisable, without obtaining the prior written consent of Grantor, and no 
such act or failure to act shall affect Lender's rights against Grantor or 
the Collateral.

All Collateral Secures Indebtedness.  All Collateral shall be security for 
the Indebtedness, whether the Collateral is located at one or more offices 
or branches of Lender and whether or not the office or branch where the 
Indebtedness is created is aware of or relies upon the Collateral.

Collection of Collateral.  Lender, at Lender's option may, but need not, 
collect directly from the Obligors on any of the Collateral all Income and 
Proceeds or other sum of money and other property due and to become due 
under the Collateral, and Grantor authorizes and directs the Obligors, if 
Lender exercises such option, to pay and deliver to Lender all Income and 
Proceeds and other sums of money and other property payable by the terms of 
the Collateral and to accept Lender's receipt for the payments.

Power of Attorney.  Grantor irrevocably appoints Lender as Grantor's 
attorney-in-fact, with full power of substitution, (a) to demand, collect, 
receive, receipt for, sue and recover all Income and Proceeds and other sum 
of money and other property which may now or hereafter become due, owing or 
payable from the Obligors in accordance with the terms of the Collateral; 
(b) to execute, sign and endorse any and all instruments, receipts, checks, 
drafts and 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, execute and deliver Grantor's release and 
acquittance for Grantor; (d) to file any claim or claims or to take any 
action or institute or take part in any proceedings, either in Lender's own 
name or in the name of Grantor, or otherwise, which in the discretion of 
Lender may seem to be necessary or advisable; and (e) to execute in 
Grantor's name and to deliver the Obligors on Grantor's behalf, at the time 
and in the manner specified by the Collateral, any necessary instruments or 
documents.

Perfection of Security Interest.  Upon request of Lender, Grantor will 
deliver to Lender any and all of the documents evidencing or constituting 
the Collateral.  When applicable law provides more than one method of 
perfection of Lender's security interest, Lender may choose the method(s) 
to be used.  Upon request of Lender, Grantor will sign and deliver any 
writings necessary to perfect Lender's security interest.  Grantor hereby 
appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose 
of executing any documents necessary to perfect or to continue the security 
interest granted in this Agreement.  This is a continuing Security 
Agreement and will continue in effect even though all or any part of the 
Indebtedness is paid in full and even though for a period of time Grantor 
may not be indebted to Lender.

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.

LIMITATIONS ON OBLIGATIONS OF LENDER.  Lender shall use ordinary reasonable 
care in the physical preservation and custody of the Collateral in Lender's 
possession, but shall have no other obligation to protect the Collateral or 
its value.  In particular, but without limitation, Lender shall have no 
responsibility for (a) any depreciation in value of the Collateral or for the 
collection or protection of any Income and Proceeds from the Collateral, (b) 
preservation of rights against parties to the Collateral or against third 
persons, (c) ascertaining any maturities, calls, conversions, exchanges, 
offers, tenders, or similar matters relating to any of the Collateral, or (d) 
informing Grantor about any of the above, whether or not Lender has or is 
deemed to have knowledge of such matters.  Except as provided above, Lender 
shall have no liability for depreciation or deterioration of the Collateral.

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.

Default in Favor of Third Parties. Should Borrower or any Grantor default 
under any loan, extension of credit security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or 
person that may materially affect any of Borrower's property or

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04-03-1998               COMMERCIAL PLEDGE AGREEMENT                  Page 3
                               (Continued)


Borrower's or any Grantor's ability to repay the Loans or perform their 
respective obligations under this Agreement or any of the Related
Documents.

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 perfected 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 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 () days; or (b), if the 
cure requires more than () 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.

RIGHTS AND REMEDIES ON DEFAULT.  If an Event of Default occurs under this 
Agreement, at any time thereafter, Lender may exercise any one or more of the 
following rights and remedies:

Accelerate Indebtedness.  Declare all  Indebtedness, including any 
prepayment penalty which Grantor would be required to pay, immediately due 
and payable, without notice of any kind to Grantor.

Collect the Collateral.  Collect any of the collateral and at Lender's 
option and to the extent permitted by applicable law, retain possession of 
the Collateral while suing on the indebtedness.  

Sell the Collateral.  Sell the Collateral, at Lender's discretion, as a 
unit or in parcels, at one or more public or private sales.  Unless the 
Collateral is perishable or threatens to decline speedily in value or is of 
a type customarily sold on a recognized market, Lender shall give or mail 
to Grantor, or any of them, notice at least ten (10) days in advance of the 
time and place of any public sale, or of the date after which any private 
sale may be made.  Grantor agrees that any requirement of reasonable notice 
is satisfied if Lender mails notice by ordinary mail addressed to Grantor, 
or any of them, at the last address Grantor has given Lender in writing.  
If a public sale is held, there shall be sufficient compliance with all 
requirements of notice to the public by a single publication in any 
newspaper of general circulation in the county where the Collateral is 
located, setting forth the time and place of sale and a brief description 
of the property to be sold.  Lender may be a purchaser at any public sale.

Register Securities.  Register any securities included in the Collateral in 
Lender's name and exercise any rights normally incident to the ownership of 
securities.

Sell Securities.  Sell any securities included in the Collateral in a 
manner consistent with the applicable federal and state securities laws, 
notwithstanding any other provision of this or any other agreement.  If, 
because of restrictions under such laws, Lender is or believes it is unable 
to sell the securities in an open market transaction, Grantor agrees that 
Lender shall have no obligation to delay sale until the securities can be 
registered, and may make a private sale to one or more persons or to a 
restricted group of persons, even though such sale may result in a price 
that is less favorable than might be obtained in an open market 
transaction, and such a sale shall be considered commercially reasonable.  
If any securities held as Collateral are "restricted securities: as defined 
in the Rules of the Securities and Exchange Commission (such as Regulation 
D or Rule 144) or state securities departments under state "Blue Sky" laws, 
or if Grantor is an affiliate of the issuer of the securities, Grantor 
agrees that neither Grantor nor any member of Grantor's family will sell or 
dispose of any securities of such issuer without obtaining Lender's prior 
written consent.

Foreclosure.  Maintain a judicial suite for foreclosure and sale of the 
Collateral.

Transfer Title.  Effect transfer of title upon sale of all or part of the 
Collateral.  For this purpose, Grantor irrevocably appoints Lender as its 
attorney-in-fact to execute endorsements, assignments and instruments in 
the name of Grantor and each of them (if more than one) as shall be 
necessary or reasonable.

Other Rights and Remedies.  Have and exercise any or all of the rights and 
remedies of a secured creditor under the provisions of the Uniform 
Commercial Code, at law, in equity, or otherwise.

Application of Proceeds.  Apply any cash which is part of the Collateral, 
or which is received from the collection or sale of the Collateral, to 
reimbursement of any expenses, including any costs for registration of 
securities, commissions incurred in connection with a sale, attorney fees 
as provided below, and court costs, whether or not there is a lawsuit and 
including any fees on appeal, incurred by Lender in connection with the 
collection and sale of such Collateral and to the payment of the 
Indebtedness of Grantor to Lender, with any excess funds to be paid to 
Grantor as the interests of Grantor may appear.  Grantor agrees, to the 
extent permitted by law, to pay any deficiency after application of the 
proceeds of the Collateral to the Indebtedness.

Cumulative Remedies.  All of Lender's rights and remedies, whether 
evidenced by this Agreement 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 other 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


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04-03-1998                 COMMERCIAL PLEDGE AGREEMENT              Page 4
                                (Continued)


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 Lenders request to submit to the jurisdiction of the courts of King 
County,  the State of Washington. This Agreement shall be governed by and 
construed in accordance with the laws of the State of Washington.

Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of 
Lender's costs and expenses, including attorneys' fees and Lenders 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 attorneys' 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 (unless otherwise required 
by law), and shall be effective when 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).

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.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL 
SECURITY AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED 
APRIL 3, 1998.

GRANTOR:

WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.

By: /s/ Gary B. Palmer
    ___________________________________________
    Gary B. Palmer, President, WEB PRESS CORP.

By: /s/ Gary B. Palmer
    __________________________________________________________
    Gary B. Palmer, Chairman:  WEB LEADER INTERNATIONAL, INC.


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