PROMISSORY NOTE


            $1,500,000.00                                 Olympia, Washington
                                                               April 15, 1997


         FOR VALUE RECEIVED, the undersigned, WESTAR FINANCIAL SERVICES 
INCORPORATED, a Washington corporation (the "Company"), promises to pay to the
order of & CAPITAL INC. (the "Lender"), at its principal place of business at 
600 California Street, Suite 1850, San Francisco, CA 94108, or to the holder 
hereof at such address as the holder may designate by written notice, the 
principal sum of One Million Five Hundred Thousand Dollars ($1,500,000.00), 
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) July 31, 
1997 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 six 
percent (6%).  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.

          (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:_______________________
                                                Robert W. Christensen, Jr.
                                                President