GENESIS FINANCIAL, INC.
                           STOCK INVESTMENT AGREEMENT

This Agreement is made as of January 25, 2002, among GENESIS FINANCIAL,  INC., a
Washington  corporation  (the "GENESIS"),  and the Purchasers  listed in Section
1.1.2, below (the "Purchasers").

1.    Authorization and Sale of Common Stock and Convertible Debt.

      1.1.  Common Stock.

           1.1.1. Authorization.  GENESIS will  authorize  the sale and issuance
                  of up to 500,000  shares (the  "Shares")  of its common  stock
                  (the "Common Stock").

           1.1.2. Sale of Common  Stock.  Subject  to the  terms and  conditions
                  hereof,  GENESIS will severally issue and sell to each of such
                  Purchasers,   and  the  Purchasers  will  severally  buy  from
                  GENESIS,  the total  number  of shares of Common  Stock at the
                  aggregate  purchase  price set forth in the  following  table.
                  References  to  "Purchaser"  in the  remainder  of this  Stock
                  Investment   Agreement  (this  "Agreement")  will  be  to  the
                  individual listed purchasers set forth in the Table, or all of
                  the listed purchasers, as the context requires.
<TABLE>
<CAPTION>
                  ------------------------------------------------------------------------------------------------------
                                        Name                          Shares                 Consideration
                  ------------------------------------------------------------------------------------------------------
<S>               <C>                                                 <C>        <C>
                  Michael A. Kirk ("Kirk" )                             25,000                                  $25,000
                  ------------------------------------------------------------------------------------------------------
                  Douglas B. Durham ("Durham")                          25,000                                  $25,000
                  ------------------------------------------------------------------------------------------------------
                  Temporary Financial Services, Inc. ("TFS")           200,000                                 $200,000
                  ------------------------------------------------------------------------------------------------------
                  Temporary Financial Services, Inc. ("TFS")           250,000        50,000 shares of TFS Common Stock
                                                                                  valued at $5.00 per share or $250,000
                                                                                                      in the aggregate.
                  ------------------------------------------------------------------------------------------------------
                  Totals                                               500,000                                 $500,000
                  ------------------------------------------------------------------------------------------------------
</TABLE>

      1.2. Convertible  Debt.  In addition to the Common Stock being  purchased
           pursuant to Section 1.1, TFS will also loan Genesis  $200,000 in the
           form of  Convertible  Debt,  evidenced  by a  Convertible  Note (the
           "Convertible   Note"),   incorporating   the  following   terms  and
           conditions is attached as Exhibit A.

           1.2.1. The Convertible Note will mature on January 4, 2004.

           1.2.2. The interest  rate will be 6%, and interest  shall accrue from
                  the date the principal amount is advanced to GENESIS.

           1.2.3. TFS will enter into appropriate  subordination agreements with
                  GENESIS'  senior lender if required by Genesis' senior secured
                  lender or if necessary to  facilitate  favorable  terms on the
                  senior secured debt.

           1.2.4. The  Convertible  Note will contain loan covenants and default
                  provisions  that mirror the default  provisions  of any senior
                  secured debt.

           1.2.5. The  Convertible  Note  will be  convertible  into  additional
                  shares of Genesis' common stock at the rate of $1.00 per share
                  for the principal at the date of  conversion  (up to a maximum
                  of  200,000  shares).  If the holder of the  Convertible  Note
                  elects  to  convert,  the  interest  accrued  to the  date  of
                  conversion  may be  converted  into stock at the rate of $1.00
                  per share,  or paid in cash,  at the election of Genesis.  The

<PAGE>

                  Convertible  Debt may be  converted  into Common  Stock at any
                  time after January 1, 2003.

           1.2.6. The common  stock  underlying  the  conversion  feature of the
                  Convertible  Note is hereafter  referred to as the  Conversion
                  Stock.

2.    Closing Dates: Delivery

      2.1. Closing  Dates.  The closing of the  purchase and sale of the Common
           hereunder  shall  be  held at the  offices  of  Temporary  Financial
           Services, Inc. at 1:00 p.m., on January 25, 2002 (the "Closing"), or
           at such other time and place that GENESIS and the  Purchasers  shall
           agree (the date of the  Closing is  hereinafter  referred  to as the
           "Closing Date").

      2.2. Delivery.

           2.2.1. At the  Closing,  GENESIS  will  deliver to each  Purchaser  a
                  certificate or  certificates,  registered in such  Purchaser's
                  name and in the  amount  as set  forth on the  Section  1.1.2,
                  against payment of the purchase price.

           2.2.2. At the  Closing,  GENESIS  will  deliver to TFS,  the executed
                  Convertible Note against payment of the face amount.

           2.2.3. At Closing,  TFS will  deliver  payment for the Common  Stock,
                  the  Convertible  Note, and a Certificate for 50,000 shares of
                  TFS Common Stock.

3.    Representations and Warranties of GENESIS

      3.1.  Organization  and  Standing;  Articles  and  Bylaws.  GENESIS  is  a
            corporation duly organized and existing under, and by virtue of, the
            laws of the State of Washington  and is in good standing  under such
            laws. GENESIS has requisite corporate power and authority to own and
            operate its properties  and assets,  and to carry on its business as
            presently conducted and as proposed to be conducted.  GENESIS is not
            presently  qualified to do business as a foreign  corporation in any
            jurisdiction,  and the  failure to be so  qualified  will not have a
            materially  adverse affect on GENESIS'  business as now conducted or
            as now proposed to be conducted.

      3.2.  Corporate Power. GENESIS will have at the Closing Date all requisite
            legal and corporate  power and authority to execute and deliver this
            agreement,  to sell and issue the  Common  Stock  hereunder,  and to
            carry  out and  perform  its  obligations  under  the  terms of this
            Agreement.

      3.3.  Subsidiaries.  GENESIS has no subsidiaries  or affiliated  companies
            and does not otherwise own or control,  directly or indirectly,  any
            equity interest in any corporation, association or business entity.

      3.4.  Capitalization. The authorized capital stock of GENESIS consists, or
            at the Closing Date will consist,  of  100,000,000  shares of common
            stock, of which  1,400,000  shares are issued and  outstanding,  and
            10,000,000  shares of Preferred  Stock,  none of which is issued and
            outstanding.  The  outstanding  shares have been duly authorized and
            validly

<PAGE>

            issued, and are fully paid and  nonassessable.  GENESIS has reserved
            shares of Common Stock for  issuance  hereunder,  224,000  shares of
            common stock for issuance upon conversion of the  Convertible  Note,
            and  650,000  shares of  common  stock for  issuance  to  employees,
            consultants, or directors under stock plans or arrangements approved
            by its Board of Directors.  No options to purchase  shares of common
            stock  are  currently  issued  and   outstanding.   All  outstanding
            securities  of GENESIS  were issued in  compliance  with  applicable
            federal and state securities laws.

      3.5.  Authorization.  All  corporate  action on the part of  GENESIS,  its
            directors  and   shareholders   necessary  for  the   authorization,
            execution,  delivery and  performance  of this Agreement by GENESIS,
            the authorization,  sale, issuance and delivery of the Common Stock,
            the Convertible Note and the Conversion Stock and the performance of
            all of  GENESIS'  obligations  hereunder  has been  taken or will be
            taken  prior to the  Closing.  This  Agreement,  when  executed  and
            delivered  by  GENESIS,   shall   constitute  a  valid  and  binding
            obligation of GENESIS, enforceable in accordance with its terms. The
            Shares,  when  issued  in  compliance  with the  provisions  of this
            Agreement, will be validly issued, fully paid and nonassessable.

      3.6.  Financial  Statements.  GENESIS is a newly formed company and all of
            the  company's  initial  capitalization  will be the  result  of the
            transactions  described in this  Agreement.  Accordingly,  financial
            statements will not be required prior to the Closing Date.

      3.7.  Material  Liabilities.   GENESIS  has  no  material  liabilities  or
            obligations,  except the  liabilities  and  obligations  incurred in
            connection  with  the   organization  of  the  corporation  and  the
            preparation of documentation for this transaction.

      3.8.  Litigation,  etc.  There  are  no  actions,  suits,  proceedings  or
            investigations  pending against GENESIS or its properties before any
            court  or  governmental   agency  (nor,  to  the  best  of  GENESIS'
            knowledge,  is there  any  reasonable  basis  for or  threat of such
            litigation).

      3.9.  Employees. To the best of GENESIS' knowledge, no employee of GENESIS
            is in violation of any term of any employment  contract or any other
            contract or agreement  relating to the relationship of such employee
            with  GENESIS  or any  other  party  as a  result  of  the  business
            conducted or to be conducted by GENESIS.

      3.10. Certain   Transactions.   GENESIS  is  not  indebted,   directly  or
            indirectly, to any of its officers,  directors or shareholders or to
            their  respective  spouses or  children,  and none of its  officers,
            directors or, to the best of GENESIS'  knowledge,  shareholders,  or
            any members of their immediate families, are indebted to GENESIS.

      3.11. Material  Contracts  and  Obligations.  Except as noted on Exhibit B
            (attached),  GENESIS is not  subject to any  material  contracts  or
            obligations.

      3.12. Registration Rights. Except as set forth in this Agreement,  GENESIS
            is not under  any  contractual  obligation  to  register  any of its
            presently outstanding  securities or any of its securities which may
            hereafter be issued.

<PAGE>

      3.13. Governmental Consent, etc. No consent,  approval or authorization of
            (or  designation,  declaration  or  filing  with)  any  governmental
            authority is required in  connection  with the valid  execution  and
            delivery of this  Agreement,  or the offer,  sale or issuance of the
            Common  Stock,  or  the   consummation  of  any  other   transaction
            contemplated hereby.

      3.14. Offering.  The offer,  sale and issuance of the Common Stock and the
            Convertible  Debt to be issued in conformity  with the terms of this
            Agreement,  constitute  transactions  exempt  from the  registration
            requirements  of Section 5 of the Securities Act of 1933, as amended
            (the "Securities Act").

      3.15. Brokers or Finders;  Other Offers.  Except as described in Exhibit C
            (attached),  GENESIS has not incurred,  and will not incur, directly
            or  indirectly,  as a result of any  action  taken by  GENESIS,  any
            liability for brokerage or finders' fees or agents'  commissions  or
            any similar charges in connection with this Agreement.

      3.16. Employee  Benefit Plans.  GENESIS does not have any Employee Benefit
            Plan as defined in the Employee  Retirement  Income  Security Act of
            1974,  as amended.  It is  understood  by the parties  that  GENESIS
            intends to adopt an  Employee  Benefit  Plan  following  the Closing
            Date.  The Employee  Benefit Plan will allow for grants of incentive
            stock options (ISO's), and for Non-qualified Stock Options (NQSO's).
            As  described  in  Section  3.4.,  GENESIS  intends to reserve up to
            650,000  Common  shares  for  distribution  under the  plan.  Of the
            650,000  shares  reserved for issuance  under the plan,  options for
            500,000 shares are reserved for key employees and/or  consultants of
            GENESIS, and 150,000 may be directed to persons selected by TFS. The
            grant of options  under the plan will be  subject to the  discretion
            and  approval  of the Board of  Directors  of  GENESIS.  Any options
            issued to Kirk,  Durham,  TFS,  Coghlan,  or their  affiliates  will
            include  vesting  at 20% per year  over a five  year  period  and an
            option  price of 120% of the fair market  value of the shares at the
            time of the grant.

      3.17. Minute  Books.  The minute books of GENESIS  provided to counsel for
            the  Purchasers  contain  a  complete  summary  of all  meetings  of
            directors  and  shareholders  since  the time of  incorporation  and
            reflect all transactions  referred to in such minutes  accurately in
            all material respects.

      3.18. Disclosure.  This Agreement with the Exhibits and GENESIS'  Business
            Plan, when taken as a whole, do not contain any untrue  statement of
            a material fact or omit to state a material fact  necessary in order
            to make the statements contained herein or therein not misleading in
            light of the circumstances  under which they were made. The Business
            Plan and the  financial  projections  contained in the Business Plan
            were prepared in good faith; however,  GENESIS does not warrant that
            it will achieve such financial projections.

4.    SECTION 4 - Representations and Warranties of the Purchasers

      Each Purchaser  hereby  severally  represents and warrants to GENESIS with
      respect to the purchase of the Shares as follows:

<PAGE>

      4.1.  Experience.   It  has  substantial   experience  in  evaluating  and
            investing  in  private  placement   transactions  of  securities  in
            companies similar to GENESIS so that it is capable of evaluating the
            merits and risks of its  investment  in GENESIS and has the capacity
            to protect its own interests.

      4.2.  Investment  Intent.  It is acquiring the Common Stock for investment
            for its own  account,  not as a nominee  or agent,  and not with the
            view to, or for resale in connection with, any distribution thereof.
            It  understands  that the Shares and the  Conversion  Stock have not
            been, and will not be, registered under the Securities Act by reason
            of a specific  exemption  from the  registration  provisions  of the
            Securities Act, the  availability of which depends upon, among other
            things,  the bona  fide  nature  of the  investment  intent  and the
            accuracy of such Purchaser's representations as expressed herein and
            in the Suitability Questionnaire.

      4.3.  Rule  144.  It  acknowledges  that  the  Common  Stock  must be held
            indefinitely unless subsequently registered under the Securities Act
            or unless an exemption from such  registration  is available.  It is
            aware of the provisions of Rule 144 promulgated under the Securities
            Act (Rule 144) which permits limited resale of shares purchased in a
            private placement subject to the satisfaction of certain conditions,
            including,  among other things, the existence of a public market for
            the shares.

      4.4.  No Public Market.  It  understands  that no public market now exists
            for any of the  securities  issued by GENESIS  and that  GENESIS has
            made no assurances that a public market will ever exist for GENESIS'
            securities.

      4.5.  Access  to  Data.  It has had an  opportunity  to  discuss  GENESIS'
            business,  management and financial affairs with GENESIS' management
            and  has had the  opportunity  to  review  GENESIS'  facilities  and
            Business  Plan. It has also had an  opportunity  to ask questions of
            officers  of  GENESIS,   which   questions   were  answered  to  its
            satisfaction.  It understands that such discussions,  as well as any
            written information issued by GENESIS,  including the Business Plan,
            were intended to describe certain aspects of GENESIS's  business and
            prospects but were not a thorough or exhaustive description.

      4.6.  Authorization.  This  Agreement  when executed and delivered by such
            Purchaser will constitute a valid and legally binding  obligation of
            the Purchaser, enforceable in accordance with its terms.

      4.7.  Brokers or Finders.  Except as  described  in Exhibit C, GENESIS has
            not incurred and will not incur, directly or indirectly, as a result
            of any action taken by such  Purchaser,  any liability for brokerage
            or finders' fees or agents'  commissions  or any similar  charges in
            connection with this Agreement.

5.    Purchasers' Conditions to Closing

      The  Purchasers'  obligations  to  purchase  the Shares at the Closing are
      subject to the  fulfillment  of the  following  conditions,  the waiver of
      which shall not be effective against any Purchaser who does not consent in
      writing thereto:

<PAGE>

      5.1.  Representations  and Warranties  Correct.  The  representations  and
            warranties  made by GENESIS  in  Section 3 hereof  shall be true and
            correct  when made,  and shall be true and  correct  on the  Closing
            Date.

      5.2.  Covenants.  All covenants,  agreements  and conditions  contained in
            this Agreement to be performed by GENESIS on or prior to the Closing
            Date shall have been  performed  or  complied  with in all  material
            respects.

      5.3.  Compliance with State Securities  Laws.  GENESIS shall have obtained
            all permits and  qualifications  required by any state for the offer
            and sale of the  Shares  and the  Convertible  Debt  (including  the
            underlying  stock to be issued  on  conversion),  or shall  have the
            availability of exemptions therefrom.

      5.4.  Legal Matters.  All material matters of a legal nature which pertain
            to this  Agreement and the  transactions  contemplated  hereby shall
            have been reasonably approved by counsel to the Purchasers.

      5.5.  Directors.  Effective  as of the Closing  Date,  GENESIS's  Board of
            Directors  will  consist of Michael A. Kirk,  Douglas B.  Durham and
            Brad E. Herr.

6.    SECTION 6 - GENESIS's Conditions to Closing

      GENESIS's  obligation to sell and issue the Shares at the Closing Date is,
      at the option of  GENESIS,  subject to the  fulfillment  as of the Closing
      Date of the following conditions:

      6.1.  Representations and Warranties Correct.  The representations made by
            the  Purchasers  in Section 4 hereof  shall be true and correct when
            made, and shall be true and correct on the Closing Date.

      6.2.  Compliance with State Securities  Laws.  GENESIS shall have obtained
            all permits and  qualifications  required by any state for the offer
            and sale of the Shares and the Conversion  Stock,  or shall have the
            availability of exemptions therefrom.

      6.3.  Legal Matters.  All material matters of a legal nature which pertain
            to this Agreement,  and the transactions  contemplated hereby, shall
            have been  reasonably  approved by counsel to GENESIS and counsel to
            Purchasers.

      6.4.  Grant of Option. At or prior to Closing,  TFS shall have provided to
            Kirk and Durham,  an option to purchase up to 200,000  shares of the
            Genesis  Common Stock that TFS is  acquiring  pursuant to this Stock
            Investment Agreement.  The form of the Option is attached as Exhibit
            D.

7.    SECTION 7 - Affirmative Covenants of GENESIS

      GENESIS hereby covenants and agrees as follows:

<PAGE>

      7.1. Financial Information. Subject to Section 7.4, GENESIS will mail the
           following reports to each Purchaser for so long as such Purchaser is
           a holder of any of the Common Stock or Convertible Note:

           7.1.1. As soon as practicable  after the end of each fiscal year, and
                  in any event within 90 days thereafter,  consolidated  balance
                  sheets of GENESIS and its subsidiaries,  if any, as of the end
                  of such fiscal year, and consolidated statements of operations
                  and  consolidated  statements of cash flows of GENESIS and its
                  subsidiaries,  if any, for such year,  prepared in  accordance
                  with  generally  accepted  accounting  principles  and setting
                  forth in each case in comparative form similar information for
                  the previous fiscal year, all in reasonable detail and audited
                  or  reviewed by  independent  public  accountants  selected by
                  GENESIS.

           7.1.2. As soon as practicable after the end of the first,  second and
                  third  quarterly  accounting  periods in each  fiscal  year of
                  GENESIS  and  in  any  event  within  45  days  thereafter,  a
                  consolidated balance sheet of GENESIS and its subsidiaries, if
                  any,  as of  the  end  of  each  such  quarterly  period,  and
                  consolidated   statements  of  operations   and   consolidated
                  statements of cash flows of GENESIS and its  subsidiaries,  if
                  any, for such period and for the current  fiscal year to date,
                  prepared in  accordance  with  generally  accepted  accounting
                  principles  (other  than  for  accompanying   notes),  all  in
                  reasonable detail and certified by an officer of GENESIS.

      7.2.  Assignment of Rights to Financial  Information.  The rights  granted
            pursuant to Section 7.1 may not be assigned or otherwise conveyed by
            any  Purchaser or by any  subsequent  transferee  of any such rights
            without the prior written consent of GENESIS.

      7.3.  Termination  of  Covenants.  The covenants set forth in Sections 7.1
            shall terminate and be of no further force or effect at such time as
            GENESIS is required to file reports pursuant to Sections 13 or 15(d)
            of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
            Act").

      7.4.  Key Man Life Insurance.  As soon as possible after the Closing Date,
            GENESIS  shall use its best  efforts to obtain and shall  thereafter
            maintain key man life  insurance on the lives of Michael A. Kirk and
            Douglas  B.  Durham in the amount of $-0-  each,  with all  proceeds
            payable to GENESIS.

      7.5.  Employment Agreements. GENESIS will enter into employment agreements
            with Kirk and  Durham.  The form of the  employment  agreements  are
            included as Exhibit E (attached).

      7.6.  Confidentiality Agreements. Unless otherwise determined by the Board
            of Directors,  all future  employees and  consultants of GENESIS who
            have access to confidential information shall be required to execute
            and deliver Confidentiality  Agreements in substantially the form of
            Exhibit F attached  hereto.  Prior to  Closing,  Genesis  shall have
            obtained  such  Confidentiality  Agreements  from  Kirk  and  Durham
            (contained in their employment agreements).

<PAGE>

      7.7.  Taxes and Other Liabilities.  GENESIS will pay and discharge, before
            the same become delinquent and before penalties accrue thereon,  all
            undisputed  taxes,  assessments  and  governmental  charges  upon or
            against it or any of its  properties,  and all its other  undisputed
            material liabilities at any time existing.

      7.8.  Notice of Litigation and Disputes. GENESIS will promptly notify each
            Purchaser that is entitled to receive financial  statements pursuant
            to Section 7.1 of any suits or litigation  instituted against it, if
            such suit would have a material adverse effect on GENESIS.

      7.9.  Election of Directors. So long as at least one-quarter of the Common
            Stock issued  hereunder  and/or upon  conversion of the  Convertible
            Note are held of record by  Purchasers,  (a) KIRK and  DURHAM  agree
            that in any  election of a director or  directors  of GENESIS,  they
            shall vote all of their shares of capital stock of GENESIS in such a
            manner  that  immediately  after  such  election  GENESIS'  Board of
            Directors  shall  include at least one  representative  selected  by
            Temporary  Financial  Services,  Inc., (b) GENESIS will use its best
            efforts to cause such  representative(s)  to be elected to GENESIS's
            Board of Directors; and (c) in the event of any vacancy on the Board
            of  Directors,  GENESIS  and KIRK and  DURHAM  will use  their  best
            efforts to fill the  vacancy  such that the Board will  include  the
            representative(s)  selected by Temporary Financial Services,Inc.  If
            GENESIS  is  determined  to be in default  under its  senior  credit
            facility,  or is in default under the Convertible  Note, TFS will be
            entitled to the number of representatives equal to a majority of the
            Board of Directors,  and that number shall be substituted  for "one"
            in Paragraph 7.8(a), above.

      7.10. Use of Proceeds. GENESIS shall use the proceeds from the sale of the
            Shares and the  Convertible  Debt for working  capital in accordance
            with the financial projections included in the Business Plan.

      7.11. Rule  144  Reporting.  With  a  view  to  making  available  to  the
            Purchasers  the  benefits of certain  rules and  regulations  of the
            Securities and Exchange  Commission which may permit the sale of the
            Common   Stock  and   Conversion   Stock  to  the   public   without
            registration,  after  such time as a public  market  exists  for the
            Common Stock of GENESIS, GENESIS agrees to use its best efforts to:

          7.11.1. Make and keep public information  available,  as those terms
                  are  understood  and defined in Rule 144 under the  Securities
                  Act, at all times after the date that GENESIS  becomes subject
                  to the reporting requirements of the Exchange Act;

          7.11.2. Use  its  best  efforts  to file  with  the  Securities  and
                  Exchange  Commission  in a timely manner all reports and other
                  documents required of GENESIS under the Securities Act and the
                  Exchange Act (at any time after it has become  subject to such
                  reporting requirements); and

          7.11.3. So long as a Purchaser  owns any  Restricted  Securities (as
                  defined  in Section  8.1  hereof),  furnish  to the  Purchaser
                  forthwith  upon  request a written  statement by GENESIS as to
                  its compliance  with the reporting  requirements  of Rule 144,
                  and of the  Securities  Act and the  Exchange Act (at any time
                  after it has become subject to

<PAGE>

                  such reporting requirements), a copy of the most recent annual
                  or quarterly  report of GENESIS filed with the  Securities and
                  Exchange  Commission,  and such other reports and documents of
                  GENESIS  and  other   information  in  the  possession  of  or
                  reasonably obtainable by GENESIS as a Purchaser may reasonably
                  request in availing  itself of any rule or  regulation  of the
                  Securities  and  Exchange  Commission  allowing a Purchaser to
                  sell any such securities without registration.

8.    SECTION 8 - Restrictions on Transferability of Securities; Compliance with
      Securities Act; Registration Rights

      8.1. Restrictions   on   Transferability.   The  Common   Stock  and  the
           Convertible  Note  and/or the  Conversion  Stock  shall not be sold,
           assigned,   transferred  or  pledged   except  in  compliance   with
           applicable   laws  and   regulations   governing  the  transfers  of
           restricted securities.

      8.2. Restrictive  Legend.  Each  certificate  representing (i) the Common
           Stock,  (ii) the Convertible  Note,  (iii) the Conversion  Stock and
           (iv) any other securities issued in respect of the Common Stock, the
           Convertible  Note, or the  Conversion  Stock,  upon any stock split,
           stock dividend,  recapitalization,  merger, consolidation or similar
           event, shall be stamped or otherwise  imprinted with a legend in the
           following form (in addition to any legend required under  applicable
           state securities laws):

           THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
           UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE
           SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
           EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT
           OR AN OPINION OF COUNSEL  SATISFACTORY TO THE CORPORATION  THAT SUCH
           REGISTRATION IS NOT REQUIRED.  COPIES OF THE AGREEMENT  COVERING THE
           PURCHASE  OF THESE  SHARES AND  RESTRICTING  THEIR  TRANSFER  MAY BE
           OBTAINED AT NO COST BY WRITTEN  REQUEST MADE BY THE HOLDER OF RECORD
           OF THIS  CERTIFICATE  TO THE  SECRETARY  OF THE  CORPORATION  AT THE
           PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.

      8.3. Each  Purchaser and Holder  consents to GENESIS making a notation on
           its records and giving  instructions  to any  transfer  agent of the
           Shares  or  the   Conversion   Stock  in  order  to  implement   the
           restrictions on transfer established in this Section 8.

      8.4. Registration Rights.

           8.4.1. Notice  of  Registration.  If at any time or from time to time
                  GENESIS  shall  determine to register  any of its  securities,
                  either for its own account or the account of a security holder
                  or  holders,  other  than a  registration  relating  solely to
                  employee benefit plans or a registration  relating solely to a
                  Commission Rule 145 transaction, GENESIS will:

<PAGE>

            8.4.1.1. promptly give to each Purchaser  under this Agreement
                     written notice thereof; and

            8.4.1.2. include  in  such   registration  (and  any  related
                     qualification  under blue sky laws or other compliance),
                     and  in  any  underwriting  involved  therein,  all  the
                     Registrable Securities specified in a written request or
                     requests,  made  within 20 days  after  receipt  of such
                     written notice from GENESIS, by any Purchaser.

            8.4.1.3. For this purpose, the Registrable  Securities include
                     all of the Common Stock,  and the  Conversion  Stock (if
                     any is then outstanding),  being purchased by Purchasers
                     in  accordance  with the terms of this Stock  Investment
                     Agreement.   In  this  Section  8,  the  owners  of  the
                     Registrable  Securities  at the  time  of  the  proposed
                     registration   are   referred   to  as  Holders  of  the
                     securities.

      8.4.2. Underwriting.  If the  registration  of  which  GENESIS  gives
             notice  is  for a  registered  public  offering  involving  an
             underwriting, GENESIS shall so advise the Purchasers as a part
             of the written  notice given pursuant to Section  8.4.1.1.  In
             such event the right of any Purchaser to registration pursuant
             to this Section 8.4 shall be conditioned upon:

            8.4.2.1. such Purchaser's  participation in such  underwriting
                     and  the  inclusion  of  such  Purchaser's   Registrable
                     Securities in the  underwriting  to the extent  provided
                     herein.

            8.4.2.2.  All   Purchasers   proposing  to  distribute   their
                      securities  through such  underwriting  shall  (together
                      with  GENESIS  and any other  shareholders  distributing
                      their securities through such  underwriting)  enter into
                      an  underwriting  agreement in  customary  form with the
                      managing  underwriter  selected for such underwriting by
                      GENESIS.  Notwithstanding  any other  provision  of this
                      Section 8.4, if the managing underwriter determines that
                      marketing  factors require a limitation of the number of
                      shares to be underwritten,  the managing underwriter may
                      limit the Registrable  Securities to be included in such
                      registration.

                  8.4.2.2.1.  GENESIS  shall so advise all Holders and the
                              number of shares of  Registrable  Securities  that
                              may   be   included   in  the   registration   and
                              underwriting  shall be allocated among all Holders
                              in proportion,  as nearly as  practicable,  to the
                              respective amounts of Registrable  Securities held
                              by  such   Holders  at  the  time  of  filing  the
                              registration    statement.   To   facilitate   the
                              allocation of shares in accordance  with the above
                              provisions, GENESIS may round the number of shares
                              allocated  to any Holder or other  shareholder  to
                              the nearest 100 shares.

                  8.4.2.2.2.  If  any   Holder   or   other   shareholder
                              disapproves of the terms of any such underwriting,
                              he may  elect to  withdraw  therefrom  by  written
                              notice to GENESIS  and the  managing  underwriter.
                              Any securities excluded or

<PAGE>

                              withdrawn   from   such   underwriting   shall  be
                              withdrawn from such registration, and shall not be
                              transferred in a public  distribution  prior to 90
                              days after the effective date of the  registration
                              statement relating thereto,  or such other shorter
                              period of time as the  underwriters  may  require.
                              GENESIS may include shares of Common Stock held by
                              shareholders  other than Holders in a registration
                              statement  pursuant  to  this  Section  8.6 to the
                              extent that the amount of  Registrable  Securities
                              otherwise    includible   in   such   registration
                              statement would not thereby be diminished.

           8.4.3. Right to Terminate Registration.  GENESIS shall have the right
                  to  terminate  or withdraw  any  registration  initiated by it
                  under  this  Section  8.4 prior to the  effectiveness  of such
                  registration  whether or not any Holder has elected to include
                  securities in such registration.

      8.5.  Limitations on Subsequent  Registration  Rights.  From and after the
            Closing Date,  GENESIS  shall not enter into any agreement  granting
            any  holder or  prospective  holder  of any  securities  of  GENESIS
            registration  rights with respect to such securities unless (i) such
            new registration rights,  including standoff  obligations,  are on a
            pari passu basis with those rights of the Holders hereunder; or (ii)
            such new registration rights,  including standoff  obligations,  are
            subordinate to the registration rights granted Holders hereunder.

      8.6.  Expenses of  Registration.  All  Registration  Expenses  incurred in
            connection  with  registrations  pursuant to Section  8.4,  shall be
            borne by GENESIS.  Unless  otherwise  stated,  all Selling  Expenses
            relating to  securities  registered on behalf of the Holders and all
            other  Registration  Expenses  shall be borne by the Holders of such
            securities  pro  rata  on the  basis  of the  number  of  shares  so
            registered.

      8.7.  Information  by  Holder.   The  Holder  or  Holders  of  Registrable
            Securities  included in any registration  shall furnish GENESIS such
            information  regarding  such  Holder  or  Holders,  the  Registrable
            Securities held by them and the distribution proposed by such Holder
            or  Holders  as  GENESIS  may  request  in  writing  and as shall be
            required  in  connection  with any  registration,  qualification  or
            compliance referred to in this Section 8.

      8.8.  Indemnification.  If a registration is effected  pursuant to Section
            8.4,  GENESIS  will  indemnify   Purchasers,   and  Purchasers  will
            indemnify  GENESIS for any expenses,  claims,  losses,  damages,  or
            liabilities,  which result to the party seeking indemnification as a
            result of the  misrepresentation  or failure to disclose one or more
            material  facts by the party  from whom  indemnification  is sought.
            Appropriate   indemnification  language  will  be  included  in  the
            registration documents at the time the registration is undertaken.

9.    Purchasers' Right of First Refusal

      9.1.  If a Founder (Kirk,  Durham or TFS are the Founders) elects to offer
            any of the  Common  Stock or the  Conversion  Stock  for  sale,  the
            selling Founder must first offer to sell the offered Common Stock or
            Conversion  Stock to the other  Founders  on the same terms

<PAGE>

            that the selling Founder plans to offer the shares for sale to other
            parties.  The  non-selling  Founders  shall then have thirty days to
            elect to purchase the Common Stock or  Conversion  Stock  offered by
            the Selling Founder on a pro rata basis. If any non-selling  Founder
            does not wish to purchase the offered shares,  the other non-selling
            Founders  shall have an additional ten days to elect to purchase the
            non-electing  shareholders  share  of the  offered  Common  Stock or
            Conversion  Stock.  If any of the offered Common Stock or Conversion
            Stock is not  purchased  under  this right of first  refusal,  for a
            period of six months  thereafter,  the selling Founder may offer the
            Common  Stock or the  Conversion  Stock to others on the same  terms
            proposed to the other Founders. If the selling Founder does not sell
            the offered Common Stock or Conversion Stock within six months,  the
            offer must be  withdrawn  and the  selling  Founder  may  thereafter
            reoffer to the other  Founders in  accordance  with these  rights of
            first refusal.

      9.2.  These rights of first  refusal  shall expire upon the first to occur
            of the  following:  (i) the closing of the first public  offering of
            the Common Stock of GENESIS to the general  public which is effected
            pursuant  to a  registration  statement  filed  with,  and  declared
            effective by, the Commission  under the Securities Act; (ii) January
            1, 2004,  or (iii) as to a  Purchaser  if such  Purchaser  no longer
            holds at least 25% of shares of Common Stock and/or Conversion Stock
            (appropriately   adjusted   for   Recapitalizations)   purchased  in
            accordance with the terms of this Stock Investment Agreement.

10.   Co-Sale Rights.

      10.1. If any Founder receives an offer from a third party to purchase some
            or all of that  Founder's  Common Stock or Conversion  Stock whether
            purchased in this transaction or acquired in some other transaction,
            the other  Founders  shall have the right to participate in the sale
            of the  Common  Stock or  Conversion  Stock on the same terms as the
            selling Founder.  The selling Founder must notify the other Founders
            of the offer,  and the other  Founders  will have  thirty days after
            notice in which to elect to  participate in the sale (or to purchase
            the shares  offered under the rights of first  refusal  described in
            Paragraph  9). If a Founder  does not  elect to  participate  in the
            sale,  the  remaining  Founders  shall  allocate the total number of
            shares to be offered  to the  purchasing  party  among them pro rata
            based on the number of shares  each holds  immediately  prior to the
            sale.

      10.2. These  co-sale  rights  shall  expire upon the first to occur of the
            following:  (i) the  closing  of the first  public  offering  of the
            Common  Stock of GENESIS to the  general  public  which is  effected
            pursuant  to a  registration  statement  filed  with,  and  declared
            effective by, the Commission  under the Securities Act; (ii) January
            1, 2004,  or (iii) if such selling  Founder no longer holds at least
            25% of shares of Common Stock and/or Conversion Stock (appropriately
            adjusted for  Recapitalizations)  purchased in  accordance  with the
            terms of this Stock Investment Agreement.

11.   Miscellaneous

      11.1. Governing Law. This  Agreement  shall be governed in all respects by
            the internal laws of the State of Washington.

<PAGE>

      11.2. Survival. The representations,  warranties, covenants and agreements
            made herein shall  survive any  investigation  made by any Purchaser
            and the closing of the transactions contemplated hereby.

      11.3. Successors and Assigns.  Except as otherwise  provided  herein,  the
            provisions  hereof  shall  inure to the  benefit  of, and be binding
            upon, the successors,  assigns,  heirs, executors and administrators
            of the  parties  hereto,  provided,  however,  that the  rights of a
            Purchaser to purchase the Shares shall not be assignable without the
            consent of GENESIS.

      11.4. Entire Agreement:  Amendment. This Agreement and the other documents
            delivered  pursuant  hereto at the Closing  constitute  the full and
            entire  understanding  and agreement between the parties with regard
            to the subjects hereof and thereof,  and no party shall be liable or
            bound  to  any  other  party  in  any  manner  by  any   warranties,
            representations or covenants except as specifically set forth herein
            or  therein.  Except as  expressly  provided  herein,  neither  this
            Agreement nor any term hereof may be amended, waived,  discharged or
            terminated  other than by a written  instrument  signed by the party
            against whom enforcement of any such amendment, waiver, discharge or
            termination is sought.

      11.5. Notices.

          11.5.1. All notices and other  communications  required or permitted
                  hereunder   shall  be  in  writing  and  shall  be  mailed  by
                  registered  or  certified  mail,  postage  prepaid,   sent  by
                  facsimile,   or   otherwise   delivered   by   hand  or  by  a
                  nationally-recognized overnight courier, addressed to the last
                  designated  address of the party to receive the  notification.
                  Initial  addresses are set forth on the signature page of this
                  Stock Investment Agreement. Addresses may be changed from time
                  to time by written  notice to the other  parties in accordance
                  with this provision.

          11.5.2. Each  such  notice  or  other  communication  shall  for all
                  purposes of this  Agreement  be treated as effective or having
                  been given (a) in the case of personal delivery or delivery by
                  facsimile copy, on the date of such delivery,  (b) in the case
                  of a  nationally-recognized  overnight  courier,  on the  next
                  business  day  after the date when sent and (c) in the case of
                  mailing, on the third business day following that on which the
                  piece of mail containing such communication has been deposited
                  in a regularly  maintained  receptacle  for the deposit of the
                  United States mail, addressed and mailed as aforesaid.

      11.6. Delays or Omissions.  Except as expressly  provided herein, no delay
            or omission to exercise any right,  power or remedy  accruing to any
            holder of any  Shares,  upon any breach or default of GENESIS  under
            this Agreement,  shall impair any such right,  power or remedy,  nor
            shall it be  construed to be a waiver of any such breach or default,
            or an  acquiescence  therein,  or of or in  any  similar  breach  or
            default thereafter occurring

      11.7. Expenses.  GENESIS and each  Purchaser  shall bear its own  expenses
            incurred  on its  behalf  with  respect  to this  Agreement  and the
            transactions contemplated hereby.

<PAGE>

      11.8. Counterparts.  This  Agreement  may be  executed  in any  number  of
            counterparts,  each of which may be executed by less than all of the
            Purchasers,  each of which shall be enforceable  against the parties
            actually  executing  such  counterparts,  and all of which  together
            shall constitute one instrument.

      11.9. Severability.  In the event  that any  provision  of this  Agreement
            becomes or is declared by a court of  competent  jurisdiction  to be
            illegal,  unenforceable  or void,  this Agreement  shall continue in
            full force and effect without said provision.

      11.10.Titles  and  Subtitles.  The  titles  and  subtitles  used  in  this
            Agreement are used for  convenience  only and are not  considered in
            construing or interpreting this Agreement.

The foregoing Agreement is hereby executed as of the date first above written.

GENESIS FINANCIAL, INC., a Washington corporation.

By:_____/s/ Michael A. Kirk______________________
     Michael A. Kirk, President

By:_____/s/ Brad E. Herr_________________________
     Brad E. Herr, Secretary

PURCHASERS

_/s/ Michael A. Kirk_________________        __/s/ Douglas B. Durham____________
Michael A. Kirk (25,000 Shares)              Douglas A. Durham (25,000 Shares)

__/s/ John R. Coghlan_______________
John R. Coghlan, President
Temporary Financial Services, Inc.
(200,000 shares for cash)
(250,000 shares for 50,000 TFS shares)
($200,000 Convertible Note)