<PAGE>


Exhibit 10.22


                 WESTAR FINANCIAL SERVICES INCORPORATED

                         1994 STOCK OPTION PLAN


             [Last Amended Effective as of October 6, 1998]




                                     Page 33
<PAGE>


                                                               APPROVED By
                                                        Board of Directors
                                                            April 27, 1994

                                                                AMENDED By
                                                        Board of Directors
                                                          October 30, 1996

                                                               APPROVED By
                                                              Shareholders
                                                             July 22, 1996

                                                                AMENDED By
                                                        Board of Directors
                                                           October 6, 1998

                                                               APPROVED by
                                                              Shareholders
                                                            April 26, 1999


                                     Page 34
<PAGE>


                                 TABLE OF CONTENTS

                               1994 STOCK OPTION PLAN

<TABLE>
<S>  <C>                                                              <C>
1.   PURPOSE                                                          1

2.   DEFINITIONS                                                      1
     2.1                                                              1
     2.2                                                              1
     2.3                                                              1
     2.4                                                              1
     2.5                                                              1
     2.6                                                              1
     2.7                                                              1
     2.8                                                              2
     2.9                                                              2
     2.10                                                             2

3.   ADMINISTRATION                                                   2
     3.1                                                              2
     3.2                                                              2
     3.3                                                              2
     3.4                                                              2
     3.5                                                              2
     3.6                                                              2
     3.7                                                              3

4.   SHARES SUBJECT TO THE PLAN                                       3
     4.1  Number                                                      3
     4.2  Changes in Capitalization                                   3

5.   ELIGIBLE PARTICIPANTS                                            3
     5.1  Incentive Stock Options                                     3
     5.2  Non-Statutory Stock Options                                 3

6.   GRANT OF OPTIONS                                                 4

7.   OPTION PRICE AND FORM OF PAYMENT                                 4

8.   EXERCISE OF OPTIONS                                              6
     8.1  Manner of Exercise                                          6
     8.2  Limitations and Conditions on Exercise of Options           6
          8.2.1                                                       6
          8.2.2                                                       6

9.   INVESTMENT PURPOSES                                              6

10.  TRANSFERABILITY OF OPTIONS                                       7

11.  TERMINATION OF EMPLOYMENT                                        7
     11.1 Generally                                                   7
     11.2 Death or Disability of Optionee                             8
          11.2.1                                                      8
          11.2.2                                                      8
          11.2.3                                                      8
     11.3 Termination for Cause                                       8

12.  AMENDMENT AND TERMINATION OF PLAN                                8
     12.1                                                             8
     12.2                                                             9
     12.3                                                             9
</TABLE>


                                     Page i
<PAGE>


<TABLE>
<S>  <C>                                                              <C>
     12.4                                                              9

13.  MISCELLANEOUS PROVISIONS                                          9
     13.1 Right to Continued Employment                                9
     13.2 Withholding Taxes                                           10
     13.3 Governing Law                                               10

14.  EFFECTIVE DATE                                                   10
</TABLE>


                                     Page ii
<PAGE>


                  WESTAR FINANCIAL SERVICES INCORPORATED

                          1994 STOCK OPTION PLAN

1.   PURPOSE

     The purpose of this 1994 Stock Option Plan (the "Plan") is to promote
the interests of Westar Financial Services Incorporated, a Washington
corporation (the "Company"), by providing employees and non-employee
directors of the Company and certain independent contractors with an
opportunity to acquire a proprietary interest in the Company, and thereby
develop a stronger incentive to contribute to the Company's continued success
and growth.  In addition, the opportunity to acquire a proprietary interest
in the Company by the offering and availability of stock options will assist
the Company in attracting and retaining key personnel and consultants of
outstanding ability.

2.   DEFINITIONS

     Wherever used in the Plan, the following terms have the meaning set forth
below:

     2.1  "Board" means the Board of Directors of the Company.

     2.2  "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

     2.3  "Committee" means the Committee which may be designated from time to
time by the Board to administer the Plan pursuant to Section 3.5.

     2.4  "Incentive Stock Option" or "ISO" means a stock option which is
intended to qualify as an Incentive Stock Option as defined in Section 422A of
the Code.

     2.5  "Non-Statutory Stock Option" or "NSO" means a stock option that is not
intended to, or does not, qualify as an Incentive Stock Option as defined in
Section 422A of the Code.

     2.6  "Option" means, where required by the context of the Plan, an ISO
and/or NSO granted pursuant to the Plan.

     2.7  "Optionee" means a Participant in the Plan who has been granted one or
more Options under the Plan.

     2.8  "Participant" means an individual described in Section 5 of the Plan
who may be granted Options under the Plan.

     2.9  "Stock" means the Common Stock, no par value, of the Company.

     2.10 "Subsidiary" means any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns 50% or
more of the voting stock in one of the other corporations in such chain.

3.   ADMINISTRATION

     3.1  The Plan shall be administered by the Board, which shall have full
power, subject to the provisions of the Plan, to grant Options, construe and
interpret the Plan, establish rules and regulations with respect to the Plan and
Options granted hereunder, and perform all other acts, including the delegation
of administrative responsibilities, that it believes reasonable and necessary.

     3.2  The Board shall have the sole discretion, subject to the provisions of
the Plan, to determine the participants eligible to receive Options pursuant to
the Plan and the amount, type, and terms of any Option and the terms and
conditions of option agreements relating to any Option.

     3.3  The Board may correct any defect, supply any omission, or reconcile
any inconsistency in the Plan or in any Option granted hereunder in the manner
and to the extent it shall deem necessary to carry out the terms of the Plan.


                                     Page 1
<PAGE>


     3.4  Any decision made, or action taken, by the Board arising out of or
in connection with the interpretation and administration of the Plan shall be
final, conclusive and binding upon all Optionees.

     3.5  The Board may designate a Committee from time to time to administer
the Plan.  If designated, the Committee shall be composed of not less than
two persons (who need not be members of the Board) who are appointed from
time to time by the Board.  If the Board has appointed a Committee pursuant
to this Section 3.5 of the Plan, then the Committee may administer the Plan
and exercise all of the rights and powers granted to the Board in this Plan,
including, without limitation, the right to grant Options pursuant to the
Plan and to establish the Option price as provided in the Plan.

     3.6  To the extent that a Committee determines it to be desirable to
qualify awards granted hereunder as "performance-based compensation" within
the meaning of Section 162(m) of the Code, the Plan shall be administered by
a Committee consisting solely of two or more "outside directors" within the
meaning of Section 162(m) of the Code.

     3.7  To the extent desirable to qualify transactions hereunder as exempt
under Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"), the
transactions contemplated hereunder shall be structured to satisfy
requirements for exemption under Rule 16b-3.

4.   SHARES SUBJECT TO THE PLAN

     4.1  NUMBER.  The total number of shares of Stock reserved for issuance
upon exercise of Options under the Plan is 1,350,000.  Such shares shall
consist of authorized but unissued Stock.  If any Option granted under the
Plan lapses or terminates for any reason before being completely exercised,
the shares covered by the unexercised portion of such Option may again be
subject to Options under the Plan.

     4.2  CHANGES IN CAPITALIZATION.  In the event of any change in the
outstanding shares of Stock of the Company by reason of any stock dividend,
split, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, or rights offering to purchase stock at a price
substantially below fair market value, or other similar corporate change, the
aggregate number of shares which may be subject to Options under the Plan and
the terms of any outstanding Option, including the number and kind of shares
subject to such Options and the purchase price per share thereof, shall be
appropriately adjusted by the Board, consistent with such change and in such
manner as the Board, in its sole discretion, may deem equitable to prevent
substantial dilution or enlargement of the rights granted to or available for
Optionees.  Notwithstanding the preceding sentence, in no event shall any
fraction of a share of Stock be issued upon the exercise of an Option.

5.   ELIGIBLE PARTICIPANTS

     The following persons are Participants eligible to participate in the
Plan:

     5.1  INCENTIVE STOCK OPTIONS.  Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary, including officers and
directors who are also employees of the Company or any Subsidiary.

     5.2  NON-STATUTORY STOCK OPTIONS.  Non-statutory stock options may be
granted to (i) any employee of the Company or any Subsidiary, including any
officer or director who is also an employee of the Company or any Subsidiary;
(ii) any non-employee director of the Company or any Subsidiary; and (iii)
any consultant to, or other independent contractor of the Company.

6.   GRANT OF OPTIONS

     Subject to the terms, conditions, and limitations set forth in this
Plan, the Company, by action of its Board, may from time to time grant
Options to purchase shares of the Company's Stock to those eligible
Participants as may be selected by the Board, in such amounts and on such
other terms as the Board in its sole discretion shall determine.
Notwithstanding any other terms applicable to the grant of Options under this
Plan, no Option may be exercised within six months of the time such Option
was granted.  Such Options may be (i) "Incentive Stock Options" ("ISO") so
designated by the Board and which, when granted, are intended to qualify as
Incentive Stock Options as defined in Section 422A of the Code; (ii)
"Non-Statutory Stock Options" ("NSO") so designated by the Board and which,
when granted, are not intended to, or do not, qualify as Incentive Stock
Options under Section 422A of the Code; or (iii) a combination of both.  The
date on which the Board approves the granting of an Option shall be the date
of grant of such Option, unless a different date is specified by the Board on
such date of approval.  Notwithstanding the foregoing, with respect to the
grant of any Incentive Stock Option under the Plan,


                                     Page 2
<PAGE>


the aggregate fair market value of Stock (determined as of the date the
Option is granted) with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee in any calendar year (under all
such stock option plans of the Company or Subsidiaries) shall not exceed
$100,000.  Each grant of an Option under the Plan shall be evidenced by a
written Stockholder Award Agreement (the "Stockholder Award Agreement")
between the Company and the Optionee setting forth the terms and conditions,
not inconsistent with the Plan, under which the Option so granted may be
exercised pursuant to the  Plan and containing such other terms with respect
to the Option as the Board in its sole discretion may determine.

7.   OPTION PRICE AND FORM OF PAYMENT

     The purchase price for a share of Stock subject to an Option granted
hereunder shall not be less than 100% of the fair market value of the Stock
as of the date of grant.  For purposes of this Section 7, the "fair market
value" of the Stock shall be determined as follows:

          (a)  if the Stock of the Company is listed or admitted to unlisted
     trading privileges on a national securities exchange, the fair market value
     on any given day shall be the closing sale price for the Stock, or if no
     sale is made on such day, the closing bid price for such day on such
     exchange;

          (b)  if the Stock is not listed or admitted to unlisted trading
     privileges on a national securities exchange, the fair market value on any
     given day shall be the closing sale price for the Stock as reported on the
     NASDAQ National Market System on such day, or if no sale is made on such
     day, the closing bid price for such day as entered by a market maker for
     the Stock;

          (c)  if the Stock is not listed on a national securities exchange, is
     not admitted to unlisted trading privileges on any such exchange, and is
     not eligible for inclusion in the NASDAQ National Market System, the fair
     market value on any given day shall be the average of the closing
     representative bid and asked prices as reported by the National Quotation
     Bureau, Inc. or, if the Stock is not quoted on the National Association of
     Securities Dealers Automated Quotations System, then as reported in any
     publicly available compilation of the bid and asked prices of the Stock in
     any over-the-counter market on which the Stock is traded; or

          (d)  if there exists no public trading market for the Stock, the fair
     market value on any given day shall be an amount determined in good faith
     by the Board in such manner as it may reasonably determine in its
     discretion, provided that such amount shall not be less than the book value
     per share as reasonably determined by the Board as of the date of
     determination or less than the par value of the Stock.

     Notwithstanding the foregoing, in the case of an Incentive Stock Option
granted to any Optionee then owning more than 10% of the voting power of all
classes of the Company's stock, the purchase price per share of the Stock
subject to such Option shall not be less than 110% of the fair market value
of the Stock on the date of grant of the Incentive Stock Option, determined
as provided above.

     Except as provided herein, the purchase price of each share of Stock
purchased upon the exercise of any Option shall be paid:

          (a)  in United States dollars in cash or by check, bank draft or money
     order payable to the order of the Company; or

          (b)  at the discretion of the Board, through the delivery of shares of
     Stock, having initially or as a result of successive exchanges of shares,
     an aggregate fair market value (as determined in the manner provided under
     this Plan) equal to the aggregate purchase price for the Stock as to which
     the Option is being exercised; or

          (c)  at the discretion of the Board, by a combination of both (a) and
     (b) above; or

          (d)  by such other method as may be permitted in the written stock
     option agreement between the Company and the Optionee.

     If such form of payment is permitted, the Board shall determine
procedures for tendering Stock as payment upon exercise of an Option and may
impose such additional limitations and prohibitions on the use of Stock as
payment upon the exercise of an Option as it deems appropriate.


                                     Page 3
<PAGE>


     If the Board in its sole discretion so agrees, the Company may finance
the amount payable by an Optionee upon exercise of any Option upon such terms
and conditions as the Board may determine at the time such Option is granted
under this Plan.

8.   EXERCISE OF OPTIONS

     8.1  MANNER OF EXERCISE.  An Option, or any portion thereof, shall be
exercised by delivering a written notice of exercise to the Board and paying
to the Company the full purchase price of the Stock to be acquired upon the
exercise of the Option.  Until certificates for the Stock acquired upon the
exercise of an Option are issued to an Optionee, such Optionee shall not have
any rights as a shareholder of the Company.

     8.2  LIMITATIONS AND CONDITIONS ON EXERCISE OF OPTIONS.  In addition to
any other limitations or conditions contained in this Plan or that may be
imposed by the Board from time to time or in the stock option agreement to be
entered into with respect to Options granted hereunder, the following
limitations and conditions shall apply to the exercise of Options granted
under this Plan:

          8.2.1  No Incentive Stock Option may be exercisable by its terms after
     the expiration of ten years from the date of the grant thereof.

          8.2.2  No Incentive Stock Option granted pursuant to the Plan to an
     eligible Participant then owning more than 10% of the voting power of all
     classes of the Company's stock may be exercisable by its terms after the
     expiration of five years from the date of the grant thereof.

9.   INVESTMENT PURPOSES

     Unless a registration statement under the Securities Act of 1933 is in
effect with respect to Stock to be purchased upon exercise of Options to be
granted under the Plan, the Company shall require that an Optionee agree and
represent to the Company in writing that he or she is acquiring such shares
of Stock for the purpose of investment and with no present intention to
transfer, sell or otherwise dispose of such shares of Stock other than by
transfers which may occur by will or by the laws of descent and distribution,
and no shares of Stock may be transferred unless, in the opinion of counsel
to the Company, such transfer would be in compliance with applicable
securities laws.  In addition, unless a registration statement under the
Securities Act of 1933 is in effect with respect to the Stock to be purchased
under the Plan, each certificate representing any shares of Stock issued to
an Optionee hereunder shall have endorsed thereon a legend in substantially
the following form:

     THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT
     REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
     AND WITHOUT REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS,
     IN RELIANCE UPON EXEMPTION(S) CONTAINED THEREIN.  NO TRANSFER OF THESE
     SHARES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT PURSUANT TO
     EFFECTIVE REGISTRATION STATEMENTS UNDER SAID LAWS UNLESS THE COMPANY
     HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH
     TRANSFER OR DISPOSITION DOES NOT REQUIRE REGISTRATION UNDER SAID LAWS
     AND, FOR ANY SALES UNDER RULE 144 OF THE ACT, SUCH EVIDENCE AS IT
     SHALL REQUEST FOR COMPLIANCE WITH THAT RULE, OR APPLICABLE STATE
     SECURITIES LAWS.

10.  TRANSFERABILITY OF OPTIONS

     The Board may, in its discretion, authorize all or a portion of the
options to be granted to an optionee to be on terms which permit transfer by
such optionee to (i) the spouse, children or grandchildren of the optionee
("Immediate Family Members"), (ii) a trust or trusts for the exclusive
benefit of such Immediate Family Members, or (iii) a partnership in which
such Immediate Family Members are the only partners, provided that (x) there
may be no consideration for any such transfer, (y) the stock option agreement
pursuant to which such options are granted must be approved by the Board and
must expressly provide for transferability in a manner consistent with this
Section, and (z) subsequent transfers of transferred options shall be
prohibited except by will or the laws of descent and distribution.  Following
transfer, any such options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer.

11.  TERMINATION OF EMPLOYMENT

     11.1 GENERALLY.  Except as otherwise provided in this Section 11, if an
Optionee's employment (including service as a member of the Board of
Directors) with the Company or Subsidiary is terminated (hereinafter


                                     Page 4
<PAGE>


"Termination") other than by death or Disability (as hereinafter defined),
the Optionee may exercise any Option granted under the Plan, only to the
extent the Optionee was entitled to exercise the Option at the date of
Termination, for a period of three months after the date of Termination or
until the term of the Option has expired, whichever date is earlier.

     11.2 DEATH OR DISABILITY OF OPTIONEE.  In the event of the death or
Disability of an Optionee prior to expiration of an Option held by him or
her, the following provisions shall apply:

          11.2.1  If the Optionee is at the time of his or her Disability
     employed by the Company or a Subsidiary and has been in continuous
     employment (as determined by the Board in its sole discretion) since the
     date of grant of the Option, then the Option may be exercised by the
     Optionee until the earlier of one year following the date of such
     Disability or the expiration date of the Option, but only to the extent the
     Optionee was entitled to exercise such Option at the time of his or her
     Disability.  For the purpose of this Section 11, the Term "Disability"
     shall mean a permanent and total disability as defined in Section 22(e)(3)
     of the Code.  The determination of whether an Optionee has a Disability
     within the meaning of Section 22(e)(3) shall be made by the Board in its
     sole discretion.

          11.2.2  If the Optionee is at the time of his or her death employed by
     the Company or a Subsidiary and has been in continuous employment (as
     determined by the Board in its sole discretion) since the date of grant of
     the Option, then the Option may be exercised by the Optionee's estate or by
     a person who acquired the right to exercise the Option by will or the laws
     of descent and distribution, until the earlier of one year from the date of
     the Optionee's death or the expiration date of the Option, but only to the
     extent the Optionee was entitled to exercise the Option at the time of
     death.

          11.2.3  If the Optionee dies within three months after Termination,
     the Option may be exercised until the earlier of nine months following the
     date of death or the expiration date of the Option, by the Optionee's
     estate or by a person who acquires the right to exercise the Option by will
     or the laws of descent or distribution, but only to the extent the Optionee
     was entitled to exercise the Option at the time of Termination.

     11.3 TERMINATION FOR CAUSE.  If the employment of an Optionee is
terminated by the Company or a Subsidiary for cause, then the Board shall
have the right to cancel any Options granted to the Optionee under the Plan.

12.  AMENDMENT AND TERMINATION OF PLAN

     12.1  The Board, may at any time and from time to time suspend or
terminate the Plan in whole or in part or amend it from time to time in such
respects as may be in the best interests of the Company; provided, however,
that no such amendment shall be made without the approval of the shareholders
if it would: (a) materially modify the eligibility requirements for
Participants as set forth in Section 5 hereof; (b) increase the maximum
aggregate number of shares of Stock which may be issued pursuant to Options,
except in accordance with Section 4.2 of the Plan; (c) reduce the minimum
Option price per share as set forth in Section 7 of the Plan, except in
accordance with Section 4.2 of the Plan; (d) extend the period of granting
Options; or (e) materially increase in any other way the benefits accruing to
Optionees.

     12.2 No amendment, suspension or termination of this Plan shall, without
the Optionee's consent, alter or impair any of the rights or obligations
under any Option theretofore granted to him or her under the Plan.

     12.3 The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of
Incentive Stock Options meeting the requirements of future amendments to the
Code.


                                     Page 5


<PAGE>

     12.4  Upon the dissolution or liquidation of the Company, or upon a
merger, consolidation, acquisition of property or stock, or reorganization as
a result of which the Company is not the surviving corporation or upon a sale
of substantially all the property or stock of the Company to another
corporation, any option granted hereunder shall terminate and no such event
shall cause any option to be exercisable for any shares other than those as
to which it was exercisable prior to such termination in accordance with its
terms; provided, however, that the Company may in its discretion and
immediately prior to any such transaction, cause a new option to be
substituted for such option or cause such old option to be assumed, by an
employer corporation, or a parent or subsidiary of such corporation; and such
new or substituted option shall apply to all shares issued in addition to or
in substitution, replacement or modification of the shares theretofore
covered by such option; provided that:

           (a)  the excess of the aggregate fair market value of the shares
     subject to the option immediately after the substitution or assumption over
     the aggregate option price of such shares shall not be more than the excess
     of the aggregate fair market value of all shares subject to the option
     immediately before such substitution or assumption over the aggregate
     option price of such shares,

           (b)  the new option or the assumption of the existing option shall
     not give the optionee additional benefits which he did not have under the
     old option or prior to such assumption, and

           (c)  a propriety adjustment of the original option price shall be
     made among original shares subject to the option and any additional share
     or shares issued in substitution, replacement or modification thereof.

13.  MISCELLANEOUS PROVISIONS

     13.1  RIGHT TO CONTINUED EMPLOYMENT.  No person shall have any claim or
right to be granted an Option under the Plan, and the grant of an Option
under the Plan shall not be construed as giving an Optionee the right to
continued employment with the Company.  The Company further expressly
reserves the right at any time to dismiss an Optionee or reduce an Optionee's
compensation with or without cause, free from any liability, or any claim
under the Plan, except as provided herein or in a stock option agreement.

     13.2  WITHHOLDING TAXES.  The Company shall have the right to require
that payment or provision for payment of any and all withholding taxes due
upon the grant or exercise of an Option hereunder or the disposition of any
Stock or other property acquired upon exercise of an Option be made by an
Optionee.  In connection therewith, the Board shall have the right to
establish such rules and regulations or impose such terms and conditions in
any agreement relating to an Option granted hereunder with respect to such
withholding as the Board may deem necessary and appropriate.

     13.3  GOVERNING LAW.  The Plan shall be administered in the State of
Washington, and the validity, construction, interpretation, and
administration of the Plan and all rights relating to the Plan shall be
determined solely in accordance with the laws of such state, unless
controlled by applicable federal law, if any.

14.  EFFECTIVE DATE

     The effective date of the Plan is April 27, 1994, as amended on June 4,
1996 and as further amended on October 30, 1996, to be effective November 1,
1996, and as further amended on October 6, 1998.  No Option may be granted
after ten (10) years from the effective date of the adoption of the Plan
relative to said Options, provided, however, that the Plan and all
outstanding Options shall remain in effect until such outstanding Options
have expired or been cancelled.

Exhibit 10.23

                          LOAN MODIFICATION AGREEMENT

     THIS LOAN MODIFICATION AGREEMENT (the "Agreement") is made and entered
into as of May 1, 1999 by and among WESTAR FINANCIAL SERVICES INCORPORATED, a
Washington corporation ("Westar"), ROBERT W. CHRISTENSEN, JR. ("Christensen")
and BANK ONE, NA, a national banking association formerly named Bank One,
Columbus, NA (the "Lender").

                                   RECITALS

                                    Page 6
<PAGE>

     The following recitals are representations with respect to certain
factual matters that form the basis of this Agreement and are an integral
part of this Agreement.

     A.  The Lender loaned to Westar the sum of $750,000 (the "Loan")
pursuant to the terms and conditions of a certain Loan Agreement dated as of
August 13, 1997 by and between Westar and the Lender (the "Loan Agreement");

     B.  To evidence the Loan, Westar executed a certain Promissory Note
dated August 13, 1997 (the "Note"), whereby Westar promised to pay the
outstanding principal balance of the Loan, together with interest as set
forth in the Note, on or before October 27, 1997;

     C.  To secure the Loan Agreement and the Note, the Lender and Westar
entered into a certain Security Agreement dated as of August 13, 1997 (the
"Security Agreement");

     D.  In consideration of the Lender making the Loan to Westar,
Christensen (the "Indemnitor") severally, agreed by a certain Validity
Agreement dated as of August 13, 1997 to indemnify the Lender as set forth
therein (the "Validity Agreement");

     E.  In further consideration of the Lender making the Loan to Westar,
the Lender and Westar entered into a certain Agreement with Respect to
Prevention and Resolution of Disputes dated as of August 13, 1997 (the
"Dispute Resolution Agreement");

     F.  Lender is still the holder and beneficiary of the Loan Agreement,
Note, Security Agreement, Validity Agreement, Dispute Resolution Agreement
and certain other agreements, documents and instruments related thereto
(collectively, the "Loan Documents"); and

     G.  Westar, the Lender and the Indemnitor desire to amend the Loan
Documents to extend the maturity date of the Note from April 30, 1999 to
September 30, 1999 and the principal balance not to exceed $500,000.


                                   AGREEMENT

     NOW, THEREFORE, in consideration of the agreement and undertakings of
the parties to amend the Loan Documents, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

     1.  All terms and conditions of the Loan Documents shall remain in full
force and effect without change, except that, in order to reflect the
extension of the maturity date of the Note to September 30, 1999 and the
principal balance not to exceed $500,000:

         1.  Payments of Principal and Interest.
         The total principal sum and interest hereunder shall be due and
         payable and shall be paid by Westar to the Lender in one lump sum
         payment on or before September 30, 1999.

         The unpaid principal balance of this Note shall bear interest as
         follows:

         (a) from the date of the initial disbursement to and including
         September 30, 1999, at a fluctuating rate per annum equal to three
         percent (3.0%) above the LIBOR Rate (defined below);

         As used herein, "LIBOR Rate" shall mean the interest rate at which
         deposits in immediately available funds in U.S. dollars are offered by
         prime banks in the interbank market for a thirty (30) day period as
         published in the Wall Street Journal.  The initial LIBOR Rate shall be
         the LIBOR Rate in effect as of the date of disbursement of the loan
         proceeds by the Lender and thereafter shall be the LIBOR Rate in
         effect as of the first Business Day of each month (the "Interest
         Determination Date") and such LIBOR Rate shall be effective until the


                                    Page 7

<PAGE>

         next succeeding Interest Determination Date.  Any change in the LIBOR
         Rate shall be effective immediately upon and after the related
         Interest determination Date

         All interest payable in accordance with this Note shall be calculated
         on the basis of a 360-day year for the actual number of days principal
         is outstanding."

     2.  Westar covenants that it will (i) pay the balance of the principal,
together with the interest from the dates of disbursement thereof, as
specified in the Loan Documents, as amended hereby, and (ii) perform and
observe all covenants, agreements, stipulations and conditions on its part to
be performed under the Loan Documents.

     3.  Except as specifically modified herein, the Loan Documents shall
remain in full force and effect in all respects according to their original
terms, covenants and conditions as security for the unpaid balance of the
indebtedness and interest thereon evidenced by the Loan Agreement and the
Note, as if the unpaid balance of the principal, with the interest accrued
thereon, had originally been payable as provided for herein.  Except as
specifically set forth herein, nothing in this Agreement shall affect or
impair any rights and powers which the Lender may have thereunder.

     4.  Each of the parties hereto consents to the provisions of this
Agreement and represents and warrants to the Lender that as of the date
hereof the Loan Documents to which such party remain in full force and effect
and are enforceable in accordance with their respective terms, as amended
hereby.

     5.  This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

     6.  This Agreement is binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and assigns; provided,
however, that Westar and the Indemnitors may not assign or transfer their
respective rights or duties under this Agreement or the Loan Documents
without the prior written consent of the Lender.

     IN WITNESS THEREOF, the parties hereto have executed this Agreement as
of the date first above written.


BANK ONE, NA                             WESTAR FINANCIAL SERVICES INCORPORATED,
                                         a Washington corporation


By:__________________________            By:__________________________
   Robert N. Kent, Jr.,                     Robert W. Christensen,
   Vice President                           President


Exhibit 10.24


                                   AGREEMENT

     This Agreement is made as of April 1, 1999 between WESTAR FINANCIAL
SERVICES INCORPORATED, a Washington corporation (the "Company") and &
CAPITAL, PARTNERS, L.P. (the "Lender").


                                   RECITALS

     A.   The Company executed and delivered to Lender a promissory note in
          the principal amount of $500,000 dated January 26, 1998 (the
          "Note").

     B.   The Note matured on March 26, 1998 and was extended.


                                    Page 8

<PAGE>

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


                                   AGREEMENT

     NOW, THEREFORE,  the parties agree as follows:

31   MATURITY DATE.  The maturity date of the Note is hereby extended to
December 1, 1999.

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 INC.


                                       By:___________________________
                                       R.W. Christensen, Jr.
                                       Its President


                                       & CAPITAL, PARTNERS, L.P.


                                       By:___________________________
                                       David C. Soward
                                       Managing General Partner


Exhibit 10.25


                                    Page 9

<PAGE>

AGREEMENT

     This Agreement is made as of April 1, 1999 between WESTAR FINANCIAL
SERVICES INCORPORATED, a Washington corporation (the "Company") and &
CAPITAL, PARTNERS, L.P. (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, change the interest rate
          and reflect a change in the preferred stock agreement.


                                   AGREEMENT

     NOW, THEREFORE,  the parties agree as follows:

32   MATURITY DATE.  The maturity date of the Note is hereby extended to the
earlier of (i)  December 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.

33   INTEREST.  The interest rate of the Note is hereby changed to 9%.

3.       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.

4.       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.

10   AGREEMENT.  This Amendment reflects changes to the interest rate and due
date of the original "Note".  All other parts of the "Note" remain as
previously stated.

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

7.       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.


                                    Page 10

<PAGE>

8.       In return for amending this agreement, the Company waives section 5(d)
of the Designation of Rights and Preferences of Republic Leasing Incorporated
Series 4 Preferred Stock.

         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., Its President


                                   & CAPITAL, PARTNERS, L.P.


                                   By:__________________________________________
                                   David C. Soward, Its Managing General Partner


Exhibit 10.26


                                PROMISSORY NOTE


$250,000.00    Olympia, Washington
                                                                    May __, 1999


     FOR VALUE RECEIVED, the undersigned, WESTAR FINANCIAL SERVICES
INCORPORATED, a Washington corporation (the "Company"), promises to pay to
the order of CHARLES S. SEEL (the "Lender"), at its principal place of
business at 24105 Sno-Woodinville Road, P.O. Box 646, Woodinville,
Washington, 98072-0646, or to the holder hereof at such address as the holder
may designate by written notice, the principal sum of Two Hundred Fifty
Thousand Dollars ($250,000.00), together with interest on the unpaid
principal balance hereof from the date of disbursement by the Lender at the
rate and in the manner hereinafter set forth.

     1.  PAYMENTS OF PRINCIPAL AND INTEREST.  The total principal sum and
interest hereunder shall be due and payable and shall be paid by the Company
to the Lender in one lump sum payment on the earlier of (i) December 1, 1999
or (ii) receipt by the Company of not less than Five Million Dollars
($5,000,000.00) in proceeds from one or more closings of its current offering
of Units, consisting of senior subordinated notes and warrants or any other
similar financing or financing involving equity securities.  This Note shall
bear interest on the unpaid principal balance at a rate per annum equal to
nine percent (9%).  All interest payable in accordance with this Note shall
be calculated on the basis of a 365 day year for the actual number of days
principal is outstanding.  Payment shall be made by wire transfer of
immediately available funds as specified by Lender.

     2.  PRE-PAYMENTS.  The indebtedness evidenced or created by this Note
may at any time prior to maturity be prepaid in full or in part without any
premium or penalty.

     3.  COLLATERAL.  This Note is secured by a lien on and security interest
in certain assets of the Company pursuant to a Security Agreement of even
date herewith between the Lender and the Company (the "Security Agreement").

     4.  REMEDIES.


                                    Page 11

<PAGE>

         (a)  The failure of the Lender to exercise any option upon any
default shall not constitute a waiver of the right to exercise such option in
the event of any continuing or subsequent default.  The Company hereby agrees
that the maturity of all or any part of the loan may be postponed or extended
and that any covenants and conditions contained in this Note, or the Security
Agreement or in any instrument given as security for the Indebtedness
evidenced or created hereby may be waived or modified without prejudice to
the liability of the Company on said Note or instrument.

         (b)  Presentment for payment, notice or dishonor, protest, notice of
protest and diligence in bringing suit against the Company or any guarantor
of the Company's obligations are hereby severally waived by the Company.

     5.  MAXIMUM INTEREST.  Nothing herein contained, nor in any instrument
or transaction relating hereto, shall be construed as to require the Company,
or any person liable for the payment of the loan made pursuant to this Note,
to pay interest in an amount or at a rate greater than the highest rate
permissible under applicable law.  Should any interest or other charges paid
by the Company or any parties liable for the payment of the loan made
pursuant to this Note, result in the computation of earning of interest in
excess of the highest rate permissible under applicable law, then any and all
such excess shall be and the same is hereby waived by Lender, and all such
excess shall be automatically credited against and in reduction of the
principal balance, and any portion of said excess which exceeds the principal
balance shall be paid by the Lender to the Company or any parties liable for
the payment of the loan made pursuant to this Note as their respective
interests appear, it being the intent of the parties hereto that under no
circumstances shall the Company or any parties liable for the payment of the
loan hereunder be required to pay interest in excess of the highest rate
permissible under applicable law.

     6.  NOTICES.  Except for any notice required under applicable law to be
given in another manner, (a) any notice to the Company provided for hereunder
shall be delivered by mailing such notice by certified mail or registered
mail, return receipt requested, or overnight courier addressed to the Company
at its address as shown on Lender's records or at such address as the Company
may designate by notice to the Lender as provided herein, and (b) any notice
to the Lender shall be delivered by certified or registered mail, return
receipt requested, or by overnight courier to the Lender's address set forth
above, or to such other address as the Lender may designate by notice to the
Company as provided herein.  Any notice provided for hereunder shall be
deemed to have been delivered to the Company or the Lender three days after
the same has been deposited with the United States Postal Service or
overnight courier in the above manner.  Actual notice and receipt of any
written notice shall constitute notice in all events.  Payment, however,
shall be deemed received only upon actual receipt.

     7.  GOVERNING LAW.  This Note shall be governed and construed in
accordance with the laws of the State of Washington.


                                       WESTAR FINANCIAL SERVICES
                                       INCORPORATED


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


Exhibit 10.27


                                PROMISSORY NOTE


$600,000       Olympia, Washington
                                                                    June 1, 1999


     FOR VALUE RECEIVED, the undersigned, WESTAR FINANCIAL SERVICES
INCORPORATED, a Washington corporation (the "Company"), promises to pay to
the order of PUGET SOUND INVESTORS. (the "Lender"), the principal sum of Six
Hundred Thousand Dollars ($600,000.00), together


                                    Page 12
<PAGE>

with interest on the unpaid principal balance hereof from the date of
disbursement by the Lender at the rate and in the manner hereinafter set
forth.

     1.  PAYMENTS OF PRINCIPAL AND INTEREST.  The total principal hereunder
shall be due and payable and shall be paid by the Company to the Lender in
one lump sum payment on December 1, 1999. This Note shall bear interest on
the unpaid principal balance at a variable rate per annum equal to prime plus
one percent (currently 8.75%).  All interest payable in accordance with this
Note shall be calculated on the basis of a 365 day year for the actual number
of days principal is outstanding. Interest shall be due and payable and shall
be paid by the Company to the Lender on a monthly basis.

     2.  PRE-PAYMENTS.  The indebtedness evidenced or created by this Note
may at any time prior to maturity be prepaid in full or in part without any
premium or penalty.

     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.  NOTICE.  In case of a lawsuit or action is commenced to collect this
note or any portion thereof, Westar promises to pay, in addition to the costs
provided by statute, such sum as the court may adjudge reasonable as attorney's
fees therein, (including any action to enforce the judgement and this provision
as to attorney's fees and costs shall survive the judgement.) Venue in any
action to enforce this Note shall, at holder's option, shall be in Thurston
County, Washington.Lender acknowledges that it

     5.  GOVERNING LAW.  This Note shall be governed and construed in
accordance with the laws of the State of Washington.


Puget Sound Investors                    Westar Financial Services Inc.


By:___________________________           By:___________________________

Robert W. Christensen, Jr.                  Cindy A. Kay


                                    Page 13