OPTION TO ACQUIRE SHARES FROM A SHAREHOLDER

         THIS AGREEMENT is by and between  TEMPORARY  FINANCIAL  SERVICES,  INC.
("TFS")  which owns  800,000  shares of the common  stock of Genesis  Financial,
Inc., a Washington corporation (the "GENESIS"),  and Michael A. Kirk and Douglas
B. Durham (collectively the "Buyer").

                                 R E C I T A L S

         This  Agreement is entered into upon the basis of the  following  facts
and intentions of the parties:

A.       TFS owns 800,000 shares of the common stock (collectively the "Shares")
         of GENESIS.

B.       Buyer  desires to obtain an option to purchase  the Shares from TFS and
         TFS is willing to grant such an option to Buyer.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.       Option.  As of the date  hereof,  TFS  grants to Buyer an  option  (the
         "Option")  to  purchase  up to 200,000 of the Shares  from TFS upon the
         terms,  covenants  and  conditions  hereinafter  set  forth.  The share
         certificates  representing  the Shares  shall  hereafter  bear a legend
         referring to this Option Agreement.

2.       Consideration  for the Option.  This Option is given in connection with
         the transaction (the  "Transaction")  described in the Stock Investment
         Agreement  executed on January 25,  2002,  and the  agreement of TFS to
         sell the  securities to Buyers is an integral part of the  transaction,
         supported  by  adequate  consideration,  receipt  of  which  is  hereby
         acknowledged by TFS.

3.       Term and Exercise.  Buyer may exercise the Option at any time up to and
         until  December 31, 2005, by giving TFS written notice of the intention
         to exercise the Option.

4.       Purchase  Price.  The purchase  price  ("Purchase  Price")  which Buyer
         agrees to pay upon exercise of the Option is the lesser of Five Dollars
         ($5.00) per share,  or the  Initial  Public  Offering  Price if GENESIS
         conducts an Initial Public Offering prior to the expiration date of the
         Option. The Purchase Price is payable in cash.

5.       Number of  Shares.  The number  and class of Shares  specified  in this
         Agreement   and/or  the  Purchase  Price  are  subject  to  appropriate
         adjustment in the event of any merger,  reorganization,  consolidation,
         recapitalization,   liquidation,   stock  dividend,   split-up,   share
         combination  or other change in the corporate  structure of the GENESIS
         affecting the Shares.

6.       Representations  and  Warranties of TFS. TFS represents and warrants to
         the Buyer that:

<PAGE>

      (a)   TFS has full  power  and  authority  to  execute  and  deliver  this
            Agreement,  and this  Agreement  is a valid  and  binding  agreement
            enforceable against the TFS in accordance with its terms;

      (b)   Neither the  execution of this  Agreement nor the sale of the Shares
            will  constitute a violation of, or conflict with, or default under,
            any contract, commitment, agreement, understanding or arrangement to
            which  the TFS is a party  or by  which  TFS is bound or of any law,
            decree, or judgment;

      (c)   Now and up to the time of  exercise  of the  Option,  TFS will  have
            valid  title to the  Shares,  free and clear of all  claims,  liens,
            charges, encumbrances and security interests, and will transfer such
            Shares  upon  exercise  of the Option to the Buyer free and clear of
            all claims, liens, charges, encumbrances and security interests;

      (d)   The  Purchase  Price may or may not reflect the actual  value of the
            Shares, that TFS has investigated the value  independently,  that it
            has been represented by independent counsel, and that it understands
            that the value of the Shares when and if the Option is exercised may
            be significantly higher than the Purchase Price; and

      (e)   Prior to December 31, 2005,  TFS shall not sell,  assign,  transfer,
            pledge, hypothecate, or otherwise encumber 200,000 of the Shares.

7.       Cooperation.  Each  party  shall,  upon  request  of the  other  party,
         promptly execute and deliver all additional documents reasonably deemed
         by the  requesting  party to be necessary,  appropriate or desirable to
         complete and evidence the sale,  assignment  and transfer of the Shares
         pursuant to this Agreement.

8.       Representations  and  Warranties  of the Buyer.  Buyer  represents  and
         warrants  to the TFS that (a) this  Agreement  is a valid  and  binding
         agreement  enforceable  against Buyer in accordance  with its terms and
         (b) Buyer,  if he exercises the option,  will be purchasing  the Shares
         for his own  account  and not with a view to or for sale in  connection
         with  any  distribution  of such  Shares  in  violation  of  applicable
         securities laws.

9.       Purchase and Sale.  If Buyer  exercises  the Option,  at a closing (the
         "Closing"),   TFS  shall  sell,   transfer   and  deliver  the  Shares,
         represented  by  certificates  duly endorsed in blank or accompanied by
         stock powers duly executed,  to the Buyer, and the Buyer shall purchase
         the Shares in exchange for the Purchase Price.

10.      Dividends and Voting Rights. Until the Option is exercised,  if at all,
         all dividends  and voting  rights  attendant to the Shares shall remain
         with TFS.

11.      Buyer May Exercise Option for Less Than All Shares. Notwithstanding any
         other  provision  herein to the  contrary,  the Buyer may  exercise the
         Option  with  respect to less than all of the  Shares.  Michael A. Kirk
         (Kirk) and  Douglas  B.  Durham  (Durham)  shall  each be  entitled  to
         purchase 100,000 shares in accordance with this Option.  If either Kirk
         or Durham does not

<PAGE>

         purchase  the full number of shares  available to him under this Option
         prior to the  expiration  date,  the other shall have the right for ten
         days  following  expiration  of this Option,  to purchase the remaining
         shares,  and for this purpose only, the  expiration  date of the Option
         shall be considered extended.

12.      Survival.  All  representations,  warranties and agreements made by the
         TFS and by the Buyer in this  Agreement  shall survive the execution of
         this Agreement and any Closing and any  investigation  at any time made
         by or on behalf of any party hereto.

13.      Modification;  Assignment. This Agreement may not be modified, amended,
         altered or  supplemented  except upon the  execution  and delivery of a
         written agreement executed by the parties hereto.  Buyer may assign his
         rights under this Agreement with the consent of TFS.

14.      Successors.  This Agreement will be binding upon,  inure to the benefit
         of and be  enforceable  by and  against  the  parties  hereto and their
         respective  heirs,   beneficiaries,   executors,   representatives  and
         permitted assigns.

15.      Governing  Law.  This  Agreement  shall be governed by and construed in
         accordance with the laws of the State of Washington.

16.      Entire Agreement. This Agreement constitutes the entire agreement among
         the parties  with  respect to its  subject  matter and  supersedes  all
         agreements, understanding, representations, or warranties, whether oral
         or written,  by or among the parties,  previously or  contemporaneously
         made or given.

IN WITNESS  WHEREOF,  this Agreement has been duly executed and delivered by the
Buyer and TFS as of the day and year first written below:

BUYER:                                            TFS:

_/s/ Michael A. Kirk_____1/25/2002_               _/s/ Jon R. Coghlan___________
Michael A. Kirk                       Date        John R. Coghlan, President

_/s/ Douglas B. Durham___1/25/2002_
Douglas B. Durham                     Date