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Exhibit 10.31

                                LOAN MODIFICATION AGREEMENT

$600,000          Olympia, Washington

                                                                December 1, 1999

         THIS LOAN MODIFICATION AGREEMENT ("the Agreement") is made and
entered into as of December 1, 1999 by and among Westar Financial Services
Incorporated, A Washington Corporation ("Westar") and Puget Sound Investors,
the Lender.

                                RECITALS

         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 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

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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.

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

                                LOAN MODIFICATION
                                    AGREEMENT

         Westar, the Borrower, and Puget Sound Investors, the Lender desire
to amend the original loan documents to extend the maturity date from
December 1, 1999 to March 10, 2000.

Puget Sound Investors                        Westar Financial Services Inc.

By: _________________________                     By:_________________________
    R. W. Christensen, Jr.                            Cindy A. Kay