AGREEMENT


     This Agreement is made as of February 9, 1998 between WESTAR FINANCIAL 
SERVICES INCORPORATED , a Washington corporation (the "Company") and & 
CAPITAL, INC. ("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) March 26, 1998 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 senior subordinated notes and common stock or any
other similar financing or financings involving securities.

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.   Acknowledgement 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 reasonablely 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