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EXHIBIT 10.15

                                    AGREEMENT

         This Agreement is made as of August 31, 1998 between WESTAR FINANCIAL
SERVICES INCORPORATED , a Washington corporation (the "Company") and & CAPITAL,
INC. (the "Lender").

                                    RECITALS

         A.       The Company executed and delivered to Lender a promissory note
                  in the principal amount of $1,500,000 dated April 15, 1997
                  (the "Note").

         B.       The Note matured on July 31, 1997 and was extended .

         C.       To provide security for repayment of the Note, the Company
                  executed a Security Agreement dated April 15, 1997, granting
                  to Lender a security interest in certain assets of the Company
                  (the "Lender Security Agreement").

         D.       The Parties are entering into this Agreement to again extend
                  the maturity date for payment of the Note.

                                    AGREEMENT

         NOW, THEREFORE, the parties agree as follows:

1.       MATURITY DATE. The maturity date of the Note is hereby extended to the
         earlier of (i) April 1, 1999 or (ii) receipt by the Company of not less
         than $5,000,000 in proceeds from one or more closings of its current
         offerings of Units, consisting of convertible subordinated notes or any
         other similar financing or financings involving securities.


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2. SUBORDINATION. The Bank One Security Interest shall be and remain at all
times a lien or charge on the Residual Interest, prior and superior to the lien
or charge of Lender under the Lender Security Agreement.

3. ACKNOWLEDGMENT OF SUBORDINATION. Lender acknowledges that it hereby
intentionally waives, relinquishes and subordinates the priority and superiority
of the lien or charge of the Lender Security Agreement in favor of the lien or
charge of the Bank One Security Interest upon the Residual Interest, and
understands that in reliance upon and in consideration of this waiver,
relinquishment and subordination, specific loans and advances are being and will
be made and specific monetary and other obligations are being and will be
entered into by third parties which would not be made or entered into but for
such reliance upon this waiver, relinquishment and subordination. Lender agrees
to execute such further documents as either Bank One or the Company may
reasonably request to reflect, implement or confirm such subordination.

4. ENTIRE AGREEMENT. This Agreement contains the whole agreement between the
parties hereto with respect to its subject matter, and supersedes all prior
agreements whether written or oral.

5. BINDING EFFECT. This Agreement shall enure to the benefit of and be binding
upon the legal representatives, heirs, successors and assigns of the parties.

6. CONTINUING EFFECT. Except as specifically modified or amended hereby, the
Note and the Lender Security Agreement shall continue in full force and effect
in accordance with their terms.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                                       WESTAR FINANCIAL SERVICES
                                       INCORPORATED

                                       By:
                                          -----------------------------
                                       R.W. Christensen, Jr., President

                                       & CAPITAL, PARTNERS, L.P.

                                       By:
                                          -----------------------------
                                       David C. Soward, Managing General Partner