<PAGE>

                                                                Exhibit 10.16.2


                               ALTERNATIVE RATE OPTIONS
                                   PROMISSORY NOTE
                                 (PRIME RATE, LIBOR)

$5,000,000.00                                Dated as of: MAY 1, 1998

APEX PC SOLUTIONS, INC.                                          ("Borrower")

U.S. BANK NATIONAL ASSOCIATION                                   ("Lender")

1.     TYPE OF CREDIT.  This note is given to evidence Borrower's obligation to
repay all sums which Lender may from time to time advance to Borrower
("Advances") under a:

  / /  single disbursement loan.  Amounts loaned to Borrower hereunder will
       be disbursed in a single Advance in the amount shown in Section 2.

  /X/  revolving line of credit.  No Advances shall be made which create a
       maximum amount outstanding at any one time which exceeds the maximum
       amount shown in Section 2.  However, Advances hereunder may be borrowed,
       repaid and reborrowed, and the aggregate Advances loaned hereunder from
       time to time may exceed such maximum amount.

  / /  non-revolving line of credit. Each Advance made from time to time
       hereunder shall reduce the maximum amount available shown in Section 2.
       Advances loaned hereunder which are repaid may not be reborrowed.

2.     PRINCIPAL BALANCE.  The unpaid principal balance of all Advances
outstanding under this note ("Principal Balance") at one time shall not exceed
$5,000,000.00.

3.     PROMISE TO PAY.  For value received Borrower promises to pay to Lender
or order at  10800 NE 8TH STREET, SUITE 1000, BELLEVUE, WA 98004  the Principal
Balance of this note, with interest thereon at the rate(s) specified in Sections
4 and 11 below.

4.     INTEREST RATE.  The interest rate on the Principal Balance outstanding
may vary from time to time pursuant to the provisions of this note.  Subject to
the provisions of this note, Borrower shall have the option from time to time of
choosing to pay interest at the rate or rates and for the applicable periods of
time based on the rate options provided herein; PROVIDED, however, that once
Borrower notifies Lender of the rate option chosen in accordance with the
provisions of this note, such notice shall be irrevocable.    The rate options
are the Prime Borrowing Rate and the LIBOR Borrowing Rate, each as defined
herein.

(a)    DEFINITIONS.  The following terms shall have the following meanings:

                 "Business Day" means any day other than a Saturday, Sunday, or
other day that commercial banks in Seattle, Washington, Portland, Oregon or New
York City are authorized or required by law to close; provided, however that
when used in connection with a LIBOR Rate, LIBOR Amount or LIBOR Interest Period
such term shall also exclude any day on which dealings in U.S. dollar deposits
are not carried on in the London interbank market.

                 "LIBOR Amount" means each principal amount for which Borrower
chooses to have the LIBOR Borrowing Rate apply for any specified LIBOR Interest
Period.

                 "LIBOR Interest Period" means as to any LIBOR Amount, a period
of 1, 2, 3, 6, AND 12  months commencing on the date the LIBOR Borrowing Rate
becomes applicable thereto; PROVIDED, however, that:  (i) the first day of each
LIBOR Interest Period must be a Business Day; (ii) no LIBOR Interest Period
shall be selected which would extend beyond APRIL 30, 1999; (iii) no LIBOR
Interest Period shall extend beyond the date of any principal payment required
under Section 6 of this note, unless the sum of the Prime Rate Amount, plus
LIBOR Amounts with LIBOR Interest Periods ending on or before the scheduled date
of such principal payment, plus principal amounts remaining unborrowed under a
line of credit, equals or exceeds the amount of such principal payment; (iv) any
LIBOR Interest Period which would otherwise expire on a day which is not a
Business Day, shall be extended to the next succeeding Business Day, unless the
result of such extension would be to extend such LIBOR Interest Period into
another calendar month, in which event the LIBOR Interest Period shall end on
the immediately preceding Business Day; and (v) any LIBOR Interest Period that
begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such
LIBOR Interest Period) shall end on the last Business Day of a calendar month.

                 "LIBOR Rate" means, for any LIBOR Interest Period, the rate
per annum (computed on the basis of a 360-day year and the actual number of days
elapsed and rounded upward to the nearest 1/16 of 1%) established by Lender as
its LIBOR Rate, based on Lender's determination, on the basis of such factors as
Lender deems relevant, of the rate of interest at which U.S. dollar deposits
would be offered to U.S. Bank National Association in the London interbank
market at approximately 11 a.m. London time on the date which is two Business
Days prior to the first day of such LIBOR Interest Period for delivery on the
first day of such LIBOR Interest Period for the number of months therein;
provided, however, that the LIBOR Rate shall be adjusted to take into account
the maximum reserves required to be maintained for Eurocurrency liabilities by
banks during each such LIBOR Interest Period as specified in Regulation D of the
Board of Governors of the Federal Reserve System or any successor regulation.

                 "Prime Rate" means the rate of interest which Lender from time
to time establishes as its prime rate and is not, for example, the lowest rate
of interest which Lender collects from any borrower or class of borrowers.  When
the Prime Rate is applicable under Section 4(b) or 11(b), the interest rate
hereunder shall be adjusted without notice effective on the day the Prime Rate
changes, but in no event shall the rate of interest be higher than allowed by
law.

                 "Prime Rate Amount" means any portion of the Principal Balance
bearing interest at the Prime Borrowing Rate.

(b)    THE PRIME BORROWING RATE.

       (i)       The Prime Borrowing Rate is a per annum rate equal to the
Prime Rate plus 0.00 % per annum.

       (ii)      Whenever Borrower desires to use the Prime Borrowing Rate
option, Borrower shall give Lender notice orally or in writing in accordance
with Section 15 of this note, which notice shall specify the requested effective
date (which must be a Business Day) and principal amount of the Advance or
increase in the Prime Rate Amount, and whether Borrower is requesting a new
Advance under a line of credit or conversion of a LIBOR Amount to the Prime
Borrowing Rate.

       (iii)     Subject to Section 11 of this note, interest shall accrue on
the unpaid Principal Balance at the Prime Borrowing Rate unless and except to
the extent that the LIBOR Borrowing Rate is in effect.

(c)    THE LIBOR BORROWING RATE.

       (i)       The LIBOR Borrowing Rate is the LIBOR Rate plus 1.90% per
annum.

       (ii)      Borrower may obtain LIBOR Borrowing Rate quotes from Lender
between 8:00 a.m. and 10:00 a.m. (Portland, Oregon time) on any Business Day.
Borrower may request an Advance, conversion of any portion of the Prime Rate
Amount to a LIBOR Amount or a new LIBOR Interest Period



                                                                 Page 1 of 4
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for an existing LIBOR Amount,  at such rate only by giving Lender notice in
accordance with Section 4 (c) (iii) before 10:00 a.m. (Portland, Oregon time) on
such day.

       (iii)     Whenever Borrower desires to use the LIBOR Borrowing Rate
option, Borrower shall give Lender irrevocable notice (either in writing or
orally and promptly confirmed in writing) between 8:00 a.m. and 10:00 a.m.
(Portland, Oregon time) two (2) Business Days prior to the desired effective
date of such rate.  Any oral notice shall be given by, and any written notice or
confirmation of an oral notice shall be signed by, the person(s) authorized in
Section 15 of this note, and shall specify the requested effective date of the
rate, LIBOR Interest Period and LIBOR Amount, and whether Borrower is requesting
a new Advance at the LIBOR Borrowing Rate under a line of credit, conversion of
all or any portion of the Prime Rate Amount to a LIBOR Amount, or a new LIBOR
Interest Period for an outstanding LIBOR Amount.  Notwithstanding any other term
of this note, Borrower may elect the LIBOR Borrowing Rate in the minimum
principal amount of $1,000,000.00 and in multiples of $100,000.00 above such
amount; PROVIDED, however, that no more than 5 separate LIBOR Interest Periods
may be in effect at any one time.

       (iv)      If at any time the LIBOR Rate is unascertainable or
unavailable to Lender or if LIBOR Rate loans become unlawful, the option to
select the LIBOR Borrowing Rate shall terminate immediately.  If the LIBOR
Borrowing Rate is then in effect, (A) it shall terminate automatically with
respect to all LIBOR Amounts (i) on the last day of each then applicable LIBOR
Interest Period, if Lender may lawfully continue to maintain such loans, or
(ii) immediately if Lender may not lawfully continue to maintain such loans
through such day, and (B) subject to Section 11, the Prime Borrowing Rate
automatically shall become effective as to such amounts upon such termination.

       (v)       If at any time after the date hereof (A) any revision in or
adoption of any applicable law, rule, or regulation or in the interpretation or
administration thereof (i) shall subject Lender or its Eurodollar lending office
to any tax, duty, or other charge, or change the basis of taxation of payments
to Lender with respect to any loans bearing interest based on the LIBOR Rate, or
(ii) shall impose or modify any reserve, insurance, special deposit, or similar
requirements against assets of, deposits with or for the account of, or credit
extended by Lender or its Eurodollar lending office, or impose on Lender or its
Eurodollar lending office any other condition affecting any such loans, and
(B) the result of any of the foregoing is (i) to increase the cost to Lender of
making or maintaining any such loans or (ii) to reduce the amount of any sum
receivable under this note by Lender or its Eurodollar lending office, Borrower
shall pay Lender within 15 days after demand by Lender such additional amount as
will compensate Lender for such increased cost or reduction.  The determination
hereunder by Lender of such additional amount shall be conclusive in the absence
of manifest error.  If Lender demands compensation under this Section 4(c)(v),
Borrower may upon three (3) Business Days' notice to Lender pay the accrued
interest on all LIBOR Amounts, together with any additional amounts payable
under Section 4(c)(vi).  Subject to Section 11, upon Borrower's paying such
accrued interest and additional costs, the Prime Borrowing Rate immediately
shall be effective with respect to the unpaid principal balance of such LIBOR
Amounts.

       (vi)      Borrower shall pay to Lender, on demand, such amount as Lender
reasonably determines (determined as though 100% of the applicable LIBOR Amount
had been funded in the London interbank market) is necessary to compensate
Lender for any direct or indirect losses, expenses, liabilities, costs, expenses
or reductions in yield to Lender, whether incurred in connection with
liquidation or re-employment of funds or otherwise, incurred or sustained by
Lender as a result of:  (A)  Any payment or prepayment of a LIBOR Amount,
termination of the LIBOR Borrowing Rate or conversion of a LIBOR Amount to the
Prime Borrowing Rate on a day other than the last day of the applicable LIBOR
Interest Period (including as a result of acceleration or a notice pursuant to
Section 4 (c) (v)); or (B)  Any failure of Borrower to borrow, continue or
prepay any LIBOR Amount or to convert any portion of the Prime Rate Amount to a
LIBOR Amount after Borrower has given a notice thereof to Lender.

       (vii)     If Borrower chooses the LIBOR Borrowing Rate, Borrower shall
pay interest based on such rate, plus any other applicable taxes or charges
hereunder, even though Lender may have obtained the funds loaned to Borrower
from sources other than the London interbank market.  Lender's determination of
the LIBOR Borrowing Rate and any such taxes or charges shall be conclusive in
the absence of manifest error.

       (viii)    Notwithstanding any other term of this note, Borrower may not
select the LIBOR Borrowing Rate if an event of default hereunder has occurred
and is continuing.

       (ix)      Nothing contained in this note, including without limitation
the determination of any LIBOR Interest Period or Lender's quotation of any
LIBOR Borrowing Rate, shall be construed to prejudice Lender's right, if any, to
decline to make any requested Advance or to require payment on demand.

5.     COMPUTATION OF INTEREST.  All interest under Section 4 and Section 11
will be computed at the applicable rate based on a 360-day year and applied to
the actual number of days elapsed.

6.     PAYMENT SCHEDULE.

(a)    PRINCIPAL.  Principal shall be paid:

       / /    on demand.
       / /    on demand, or if no demand, on .
       /X/    on  APRIL 30, 1999.
       / /    subject to Section 8, in installments of
              / /     each, plus accrued interest, beginning on    and on the
                      same day of
                  each    thereafter until    when the entire Principal Balance
                                              plus interest thereon shall be
                                              due and payable.
              / /     each, including accrued interest, beginning on    and on
                      the same day of
                  each    thereafter until    when the entire Principal Balance
                  plus interest thereon shall be due and payable.
       / /        .

(b)    INTEREST.

       (i)    Interest on the Prime Rate Amount shall be paid:

              /X/     on the LAST day of MAY, 1998 and on the same day of each
                      MONTH thereafter prior to maturity and at maturity.
              / /     at maturity.
              / /     at the time each principal installment is due and at
                      maturity.
              / /             .

       (ii)   Interest on all LIBOR Amounts shall be paid:

              / /     on the last day of the applicable LIBOR Interest Period,
                      and if such LIBOR Interest Period is longer than three
                      months, on the last day of each three month period
                      occurring during such LIBOR Interest Period, and at
                      maturity.
              /X/     on the LAST day of MAY, 1998 and on the same day of each
                      MONTH thereafter prior to maturity and at maturity.
              / /     at maturity.
              / /     at the time each principal installment is due and at
                      maturity.
              / /             .

7.     PREPAYMENT.

(a)    Prepayments of all or any part of the Prime Rate Amount may be made at
any time without penalty.

(b)    Except as otherwise specifically set forth herein, Borrower may not
prepay all or any part of any LIBOR Amount or terminate any LIBOR Borrowing
Rate, except on the last day of the applicable LIBOR Interest Period.

(c)    Principal prepayments will not postpone the date of or change the amount
of any regularly scheduled payment.  At the time of any principal prepayment,
all accrued interest, fees, costs and expenses shall also be paid.


                                                                 Page 2 of 4
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8.     CHANGE IN PAYMENT AMOUNT.   Each time the interest rate on this note
changes the holder of this note may, from time to time, in holder's sole
discretion, increase or decrease the amount of each of the installments
remaining unpaid at the time of such change in rate to an amount holder in its
sole discretion deems necessary to continue amortizing the Principal Balance at
the same rate established by the installment amounts specified in Section 6(a),
whether or not a "balloon" payment may also be due upon maturity of this note.
Holder shall notify the undersigned of each such change in writing.  Whether or
not the installment amount is increased under this Section 8, Borrower
understands that, as a result of increases in the rate of interest  the final
payment due, whether or not a "balloon" payment, shall include the entire
Principal Balance and interest thereon then outstanding, and may be
substantially more than the installment specified in Section 6.

9.     ALTERNATE PAYMENT DATE. Notwithstanding any other term of this note, if
in any month there is no day on which a scheduled payment would otherwise be due
(e.g. February 31), such payment shall be paid on the last banking day of that
month.

10.    PAYMENT BY AUTOMATIC DEBIT.

/X/    Borrower hereby authorizes Lender to automatically deduct the amount of
all principal and interest payments from account number 0287037238 at
 BELLEVUE HIGHLANDS.  If there are insufficient funds in the account to pay the
automatic deduction in full, Lender may allow the account to become overdrawn,
or Lender may reverse the automatic deduction.  Borrower will pay all the fees
on the account which result from the automatic deductions, including any
overdraft and non-sufficient funds charges.  If for any reason Lender does not
charge the account for a payment, or if an automatic payment is reversed, the
payment is still due according to this note.  If the account is a Money Market
Account, the number of withdrawals from that account is limited as set out in
the account agreement.  Lender may cancel the automatic deduction at any time in
its discretion.

Provided, however, if no account number is entered above, Borrower does not want
to make payments by automatic debit.

11.    DEFAULT .

(a)    Without prejudice to any right of Lender to require payment on demand or
to decline to make any requested Advance, each of the following shall be an
event of default:  (i) Borrower fails to make any payment when due.  (ii)
Borrower fails to perform or comply with any term, covenant or obligation in
this note or any agreement related to this note, or in any other agreement or
loan Borrower has with Lender.  (iii) 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 related documents.  (iv)
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.  (v) Borrower dies, becomes insolvent, liquidates
or dissolves, 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.  (vi) Any creditor tries to take any of Borrower's property on
or in which Lender has a lien or security interest.  This includes a garnishment
of any of Borrower's accounts with Lender.  (vii) Any of the events described in
this default section occurs with respect to any  general partner in Borrower or
any guarantor  of this note, or any guaranty of Borrower's indebtedness to
Lender ceases to be, or is asserted not to be, in full force and effect.  (viii)
There is any material adverse change in the financial condition or management of
Borrower or Lender in good faith deems itself insecure with respect to the
payment or performance of Borrower's obligations to Lender.  If this note is
payable on demand, the inclusion of specific events of default shall not
prejudice Lender's right to require payment on demand or to decline to make any
requested Advance.

(b)    Without prejudice to any right of Lender to require payment on demand,
upon the occurrence of an event of default, Lender may declare the entire unpaid
Principal Balance on this note and all accrued unpaid interest immediately due
and payable, without notice.  Upon default, including failure to pay upon final
maturity, Lender, at its option, may also, if permitted under applicable law,
increase the interest rate on this note to a rate equal to the Prime Borrowing
Rate plus 5%.  The interest rate will not exceed the maximum rate permitted by
applicable law.  In addition, if any payment of principal or interest is 15 or
more days past due, Borrower will be charged a late charge of 5% of the
delinquent payment.

12.    EVIDENCE OF PRINCIPAL BALANCE; PAYMENT ON DEMAND.  Holder's records
shall, at any time, be conclusive evidence of the unpaid Principal Balance and
interest owing on this note.  Notwithstanding any other provisions of this note,
in the event holder makes Advances hereunder which result in an unpaid Principal
Balance on this note which at any time exceeds the maximum amount specified in
Section 2, Borrower agrees that all such Advances, with interest, shall be
payable on demand.

13.    LINE OF CREDIT PROVISIONS.  If the type of credit indicated in Section 1
is a revolving line of credit or a non-revolving line of credit, Borrower agrees
that Lender is under no obligation and has not committed to make any Advances
hereunder.  Each Advance hereunder shall be made at the sole option of Lender.

14.    DEMAND NOTE.  If this note is payable on demand, Borrower acknowledges
and agrees that (a) Lender is entitled to demand Borrower's immediate payment in
full of all amounts owing hereunder and (b) neither anything to the contrary
contained herein or in any other loan documents (including but not limited to,
provisions relating to defaults, rights of cure, default rate of interest,
installment payments, late charges, periodic review of Borrower's financial
condition, and covenants) nor any act of Lender pursuant to any such provisions
shall limit or impair Lender's right or ability to require Borrower's payment in
full of all amounts owing hereunder immediately upon Lender's demand.

15.    REQUESTS FOR ADVANCES.

(a)    Any Advance may be made or interest rate option selected upon the
request of Borrower (if an individual), any of the undersigned (if Borrower
consists of more than one individual), any person or persons authorized in
subsection (b) of this Section 15, and any person or persons otherwise
authorized to execute and deliver promissory notes to Lender on behalf of
Borrower.

(b)    Borrower hereby authorizes any ONE  of the following individuals to
request Advances and to select interest rate options:
KEVIN HAFER, PRESIDENT/CHIEF EXECUTIVE OFFICER, DOUGLAS BEVIS, VICE
PRESIDENT/CHIEF FINANCIAL OFFICER  unless Lender is otherwise instructed in
writing.

(c)    All Advances shall be disbursed by deposit directly to Borrower's
account number 0287-037238 at BELLEVUE HIGHLANDS branch of Lender, or by
cashier's check issued to Borrower.

(d)    Borrower agrees that Lender shall have no obligation to verify the
identity of any person making any request pursuant to this Section 15, and
Borrower assumes all risks of the validity and authorization of such requests.
In consideration of Lender agreeing, at its sole discretion, to make Advances
upon such requests, Borrower promises to pay holder, in accordance with the
provisions of this note, the Principal Balance together with interest thereon
and other sums due hereunder, although any Advances may have been requested by a
person or persons not authorized to do so.

16.    PERIODIC REVIEW.  Lender will review Borrower's credit accommodations
periodically.  At the time of the review, Borrower will furnish Lender with any
additional information regarding Borrower's financial condition and business
operations that Lender requests.  This information may include but is not
limited to, financial statements, tax returns, lists of assets and liabilities,
agings of receivables and payables, inventory schedules, budgets and forecasts.
If upon review, Lender, in its sole discretion, determines that there has been a
material adverse change in Borrower's financial condition, Borrower will be in
default.  Upon default, Lender shall have all rights specified herein.

17.    NOTICES. Any notice hereunder may be given by ordinary mail, postage
paid and addressed to Borrower at the last known address of Borrower as shown on
holder's records.  If Borrower consists of more than one person, notification of
any of said persons shall be complete notification of all.

18.    ATTORNEY FEES.  Whether or not litigation or arbitration is commenced,
Borrower promises to pay all costs of collecting overdue amounts.  Without
limiting the foregoing, in the event that holder consults an attorney regarding
the enforcement of any of its rights under this note or any document securing
the same, or if this note is placed in the hands of an attorney for collection
or if suit or litigation is brought to enforce this note or any document
securing the same, Borrower promises to pay all costs thereof including such
additional sums as the court or arbitrator(s) may adjudge reasonable as attorney
fees, including without limitation, costs and attorney fees incurred in any
appellate court, in any proceeding under the bankruptcy code, or in any
receivership and post-judgment attorney fees incurred in enforcing any judgment.

19.    WAIVERS; CONSENT.  Each party hereto, whether maker, co-maker, guarantor
or otherwise, waives diligence, demand, presentment for payment, notice of
non-payment, protest and notice of protest and waives all defenses based on
suretyship or impairment of collateral.  Without notice to Borrower and without
diminishing or affecting Lender's rights or Borrower's obligations hereunder,
Lender may deal in any manner with any person who at


                                                                 Page 3 of 4
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any time is liable for, or provides any real or personal property collateral
for, any indebtedness of Borrower to Lender, including the indebtedness
evidenced by this note.  Without limiting the foregoing, Lender may, in its sole
discretion: (a)  make secured or unsecured loans to Borrower and agree to any
number of waivers, modifications, extensions and renewals of any length of such
loans, including the loan evidenced by this note; (b) impair, release (with or
without substitution of new collateral), fail to perfect a security interest in,
fail to preserve the value of, fail to dispose of in accordance with applicable
law, any collateral provided by any person; (c) sue, fail to sue, agree not to
sue, release, and settle or compromise with, any person.


20.    JOINT AND SEVERAL LIABILITY.  All undertakings of the undersigned
Borrowers are joint and several and are binding upon any marital community of
which any of the undersigned are members.  Holder's rights and remedies under
this note shall be cumulative.

21.    SEVERABILITY.  If any term or provision of this note is declared by a
court of competent jurisdiction to be illegal, invalid or unenforceable for any
reason whatsoever, such illegality, invalidity or unenforceability shall not
affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable, and this note shall be
construed as if such illegal, invalid or unenforceable provision had not been
contained herein.

22.    ARBITRATION.

(a)    Either Lender or Borrower may require that all disputes, claims,
counterclaims and defenses, including those based on or arising from any alleged
tort ("Claims") relating in any way to this note or any transaction of which
this note is a part (the "Loan"), be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association and Title 9 of the U.S. Code.  All Claims will be subject to the
statutes of limitation applicable if they were litigated.  This provision is
void if the Loan, at the time of the proposed submission to arbitration, is
secured by real property located outside of Oregon or Washington, or if the
effect of the arbitration procedure (as opposed to any Claims of Borrower) would
be to materially impair Lender's ability to realize on any collateral securing
the Loan.

(b)    If arbitration occurs and each party's Claim is less than  $100,000, one
neutral arbitrator will decide all issues; if any party's Claim is $100,000 or
more, three neutral arbitrators will decide all issues.  All arbitrators will be
active Washington State Bar members in good standing.  All arbitration hearings
will be held in Seattle, Washington.  In addition to all other powers, the
arbitrator(s) shall have the exclusive right to determine all issues of
arbitrability.  Judgment on any arbitration award may be entered in any court
with jurisdiction.

(c)    If either party institutes any judicial proceeding relating to the Loan,
such action shall not be a waiver of the right to submit any Claim to
arbitration.  In addition, each has the right before, during and after any
arbitration to exercise any number of the following remedies, in any order or
concurrently: (i) setoff; (ii) self-help repossession; (iii) judicial or
non-judicial foreclosure against real or personal property collateral; and (iv)
provisional remedies, including injunction, appointment of receiver, attachment,
claim and delivery and replevin.

23.    GOVERNING LAW.  This note shall be governed by and construed and
enforced in accordance with the laws of the State of Washington without regard
to conflicts of law principles; PROVIDED, however, that to the extent that
Lender has greater rights or remedies under Federal law, this provision shall
not be deemed to deprive Lender of such rights and remedies as may be available
under Federal law.

24.    DISCLOSURE.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

EACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
DOCUMENT.




APEX PC SOLUTIONS, INC.

Borrower Name (Corporation, Partnership or other Entity)

BY:    /s/ Douglas A. Bevis
--------------------------------------------------
      DOUGLAS BEVIS

TITLE: VICE PRESIDENT/CHIEF FINANCIAL OFFICER
--------------------------------------------------

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

For valuable consideration, Lender agrees to the terms of the arbitration
provision set forth in this note.


                                   Lender Name:  U.S. Bank National Association

                                   By:       /s/ Tony W. Chalfant
                                      ------------------------------------------

                                   Title:    Vice President
                                         ---------------------------------------

                                   Date:     4/22/98
                                        ----------------------------------------


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