GENESIS FINANCIAL, INC.

                                STOCK OPTION PLAN

         1. Establishment and Purposes of the Plan. The purposes of the Plan are
to attract and retain the best available  personnel for positions of substantial
responsibility,  to provide  additional  incentive to  Employees,  Directors and
Consultants  and to promote  the  success  of the  Company's  business.  Options
granted  under the Plan may be Incentive  Stock  Options or  Nonstatutory  Stock
Options, as determined by the Administrator at the time of grant.

         2. Definitions. As used herein, the following definitions shall apply:

(a)  "Administrator"  means  the  Board  or any of its  Committees  as  shall be
administering the Plan in accordance with Section 4 hereof.

                  (b) "Applicable  Laws" means the requirements  relating to the
administration  of stock  option plans under U.S.  state  corporate  laws,  U.S.
federal and state  securities  laws,  the Code,  any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable  laws of
any other country or jurisdiction where Options are granted under the Plan.

                  (c) "Board" means the Board of Directors of the Company.

                  (d) "Change in Control"  shall mean an Ownership  Change Event
or a series of related Ownership Change Events  (collectively,  a "Transaction")
wherein the  shareholders of the Company  immediately  before the Transaction do
not  retain  immediately  after  the  Transaction,  in  substantially  the  same
proportions  as  their  ownership  of  shares  of  the  Company's  voting  stock
immediately before the Transaction,  direct or indirect beneficial  ownership of
more  than  fifty  percent  (50%)  of the  total  combined  voting  power of the
outstanding  voting  securities  of the Company or, in the case of a Transaction
described in Section  2(u)(iii),  the  corporation or other  business  entity to
which the assets of the Company were transferred (the "Transferee"), as the case
may be. For purposes of the preceding sentence,  indirect  beneficial  ownership
shall include,  without limitation,  an interest resulting from ownership of the
voting  securities of one or more  corporations or other business entities which
own the  Company  or the  Transferee,  as the case may be,  either  directly  or
through one or more  subsidiary  corporations  or other business  entities.  The
Board shall have the right to determine  whether  multiple sales or exchanges of
the voting  securities  of the Company or multiple  Ownership  Change Events are
related,   and  its  determination  shall  be  final,  binding  and  conclusive.
Notwithstanding the preceding sentence,  a Change in Control shall not include a
distribution or transaction in which the voting stock of the Company or a Parent
or Subsidiary is distributed to the shareholders of a Parent of such entity. Any
change in ownership resulting from an underwritten public offering of the Common
Stock or the stock of any Parent or  Subsidiary  shall not be deemed a change in
control for any purpose hereunder.

                  (e)  "Code"  means  the  Internal  Revenue  Code of  1986,  as
amended.

                  (f)  "Committee"  means a committee of Directors  appointed by
the Board in accordance with Section 4 hereof.

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                  (g) "Common Stock" means the Common Stock of the Company.

                  (h)  "Company"  means  Genesis  Financial,  Inc., a Washington
corporation, or any successor thereof.

                  (i) "Consultant"  means a person engaged to provide consulting
or advisory services (other than as an Employee or a Director) to the Company or
a Parent or Subsidiary,  provided that the identity of such person or the nature
of such  services or the entity to which such  services are  provided  would not
preclude the Company from offering or selling securities to such person pursuant
to the Plan in reliance on either the exemption  from  registration  provided by
Rule 701 under the Securities Act or, if the Company is required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act,  registration on a Form S-8
Registration Statement under the Securities Act.

                  (j) "Director" means a member of the Board.

                  (k)  "Disability"  means  total and  permanent  disability  as
defined in Section 2(e)(3) of the Code.

                  (l)  "Employee"  means  any  person,  including  officers  and
Directors, employed by the Company or any Parent or Subsidiary of the Company. A
Service  Provider shall not cease to be an Employee in the case of (i) any leave
of absence  approved by the Company or (ii) transfers  between  locations of the
Company or between the Company,  its Parent,  any Subsidiary,  or any successor.
For purposes of Incentive  Stock  Options,  no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute
or contract.  If reemployment  upon expiration of a leave of absence approved by
the Company is not so guaranteed,  then three (3) months  following the 90th day
of such leave, any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive  Stock Option and shall be treated for tax purposes as a
Nonstatutory  Stock  Option.  Neither  service  as a Director  nor  payment of a
director's fee by the Company shall be sufficient to constitute  "employment" by
the Company.

                  (m) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended.

                  (n) "Fair Market  Value" means,  as of any date,  the value of
Common Stock determined as follows:

                               (i)  If  the  Common   Stock  is  listed  on  any
established  stock  exchange  or a national  market  system,  including  without
limitation  the  NASDAQ  National  Market or The NASDAQ  SmallCap  Market of The
NASDAQ Stock Market,  its Fair Market Value shall be the closing sales price for
such stock (or the  closing  bid, if no sales were  reported)  as quoted on such
exchange or system on the day of  determination,  as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;


                               (ii) If  the  Common  Stock is  regularly  quoted
by a recognized securities dealer but selling prices are not reported,  its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock on the day of determination; or


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                               (iii) In the absence of an established market for
the Common  Stock,  the Fair Market Value  thereof  shall be  determined in good
faith by the Administrator.

                  (o)  "Incentive  Stock  Option"  means an Option  intended  to
qualify as an incentive  stock  option  within the meaning of Section 422 of the
Code.

                  (p)  "Nonstatutory  Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.

                  (q)  "Option"  means a stock  option  granted  pursuant to the
Plan.

                  (r) "Option Agreement" means a written or electronic agreement
between the Company and an Optionee  evidencing  the terms and  conditions of an
individual  Option  grant.  The  Option  Agreement  is  subject to the terms and
conditions of the Plan.

                  (s)  "Optioned  Stock"  means the Common  Stock  subject to an
Option.

                  (t)  "Optionee"  means  the  holder of an  outstanding  Option
granted under the Plan.

                  (u) "Ownership  Change Event" shall be deemed to have occurred
if any of the  following  occurs with respect to the Company:  (i) the direct or
indirect sale or exchange in a single or series of related  transactions  by the
shareholders of the Company of more than fifty percent (50%) of the voting stock
of the Company;  (ii) a merger or consolidation in which the Company is a party;
(iii) the sale, exchange,  or transfer of all or substantially all of the assets
of the Company; or (iv) a liquidation or dissolution of the Company.

                  (v)  "Parent"  means a "parent  corporation,"  whether  now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (w) "Plan" means this Stock Option Plan.

                  (x)  "Service   Provider"  means  an  Employee,   Director  or
Consultant.

                  (y)  "Share"  means a share of the Common  Stock,  as adjusted
in accordance with Section 12 below.

                  (z) "Subsidiary" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

         3. Stock Subject to the Plan.  Subject to the  provisions of Section 12
of the Plan,  the  maximum  aggregate  number of Shares  that may be  subject to
option and sold under the Plan is SIX HUNDRED FIFTY THOUSAND  (650,000)  Shares.
The Shares may be authorized but unissued, or reacquired Common Stock.

                 If an Option  expires or becomes  unexercisable  without having
been exercised in full, the unpurchased  Shares which were subject thereto shall
become  available  for future  grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise  of an Option,  shall not be  returned to the Plan and shall not become

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Genesis Stock Option Plan Dated April 10, 2002                      Page 3 of 10

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available  for  future  distribution  under the Plan,  except  that if Shares of
restricted  stock issued pursuant to an Option are repurchased by the Company at
their original  purchase  price,  such Shares shall become  available for future
grant under the Plan. However,  except as adjusted pursuant to Section 12, in no
event shall more than FIVE HUNDRED  THOUSAND  (500,000)  Shares be available for
issuance  pursuant to the  exercise of Incentive  Stock  Options (the "ISO Share
Issuance Limit").

         4. Administration of the Plan.

                  (a) The Plan shall be administered by the Board or a Committee
appointed by the Board,  which  Committee  shall be  constituted  to comply with
Applicable Laws.

                  (b) Powers of the Administrator.  Subject to the provisions of
the Plan and, in the case of a Committee,  the specific duties  delegated by the
Board  to  such  Committee,   and  subject  to  the  approval  of  any  relevant
authorities, the Administrator shall have the authority in its discretion:

                               (i) to determine the Fair Market Value;

                               (ii) to  select  the  Service  Providers  to whom
Options may from time to time be granted hereunder;

                               (iii) to  determine  the  number  of Shares to be
covered by each such Option granted hereunder;

                               (iv) to approve  forms of agreement for use under
the Plan;

                               (v) to determine the terms and  conditions of any
Option granted hereunder. Such terms and conditions include, but are not limited
to, the exercise price,  the time or times when Options may be exercised  (which
may be based on performance  criteria),  any vesting,  acceleration or waiver of
forfeiture restrictions,  and any restriction or limitation regarding any Option
or the Common Stock relating thereto,  based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

                               (vi) to  prescribe,  amend and rescind  rules and
regulations  relating to the Plan,  including rules and regulations  relating to
sub-plans established for the purpose of satisfying applicable foreign laws;

                               (vii) to allow  Optionees to satisfy  withholding
tax  obligations by electing to have the Company  withhold from the Shares to be
issued upon  exercise  of an Option  that number of Shares  having a Fair Market
Value equal to the minimum amount required to be withheld. The Fair Market Value
of the Shares to be withheld  shall be determined on the date that the amount of
tax to be withheld is to be  determined.  All  elections  by  Optionees  to have
Shares  withheld  for this  purpose  shall be made in such form and  under  such
conditions as the Administrator may deem necessary or advisable; and

                               (viii) to construe and interpret the terms of the
Plan and Options granted pursuant to the Plan.

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Genesis Stock Option Plan Dated April 10, 2002                      Page 4 of 10

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                  (c)  Effect  of  Administrator's   Decision.   All  decisions,
determinations  and  interpretations  of the  Administrator  shall be final  and
binding on all Optionees.

         5.  Eligibility.  Nonstatutory  Stock Options may be granted to Service
Providers. Incentive Stock Options may be granted only to Employees.

         6. Limitations.

                  (a)  Incentive  Stock  Option  Limit.  Each  Option  shall  be
designated  in the Option  Agreement  as either an  Incentive  Stock Option or a
Nonstatutory Stock Option.  However,  notwithstanding  such designation,  to the
extent that the aggregate  Fair Market Value of the Shares with respect to which
Incentive  Stock  Options  are  exercisable  for the first time by the  Optionee
during  any  calendar  year  (under all plans of the  Company  and any Parent or
Subsidiary)  exceeds  $100,000,  such Options  shall be treated as  Nonstatutory
Stock Options.  For purposes of this Section 6(a), Incentive Stock Options shall
be taken into account in the order in which they were  granted.  The Fair Market
Value of the Shares shall be  determined  as of the time the Option with respect
to such Shares is granted.

                  (b) At-Will Employment.  Neither the Plan nor any Option shall
confer upon any  Optionee any right with respect to  continuing  the  Optionee's
relationship as a Service  Provider with the Company,  nor shall it interfere in
any  way  with  his or her  right  or the  Company's  right  to  terminate  such
relationship at any time, with or without cause, and with or without notice.

         7. Term of Plan.  Subject to  shareholder  approval in accordance  with
Section  18, the Plan shall  become  effective  upon its  adoption by the Board.
Unless sooner  terminated  under  Section 14, it shall  continue in effect for a
term of ten (10) years from the later of (i) the effective  date of the Plan, or
(ii) the date of the most recent Board  approval of an increase in the number of
shares reserved for issuance under the Plan.

         8.  Term of  Option.  The term of each  Option  shall be  stated in the
Option  Agreement;  provided,  however,  that the term shall be no more than ten
(10) years from the date of grant  thereof.  In the case of an  Incentive  Stock
Option granted to an Optionee who, at the time the Option is granted, owns stock
representing  more than ten percent  (10%) of the voting power of all classes of
stock of the Company or any Parent or  Subsidiary,  the term of the Option shall
be five (5) years from the date of grant or such shorter term as may be provided
in the Option Agreement.

         9. Option Exercise Price and Consideration.

                  (a)  Exercise  Price.  The per  share  exercise  price for the
Shares  to be  issued  upon  exercise  of an  Option  shall be such  price as is
determined by the Administrator, but shall be subject to the following:

                               (i) In the case of an Incentive Stock Option

                                    (A) granted to an Employee  who, at the time
of grant of such Option,  owns stock representing more than ten percent (10%) of
the  voting  power of all  classes  of stock of the  Company  or any  Parent  or
Subsidiary,  the  exercise  price  shall be no less than 110% of the Fair Market
Value per Share on the date of grant.

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Genesis Stock Option Plan Dated April 10, 2002                      Page 5 of 10

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                                    (B) granted to any other  Employee,  the per
Share  exercise  price shall be no less than 100% of the Fair  Market  Value per
Share on the date of grant.

                               (ii) In the case of a Nonstatutory  Stock Option,
the per Share exercise price shall be determined by the Administrator.

                               (iii) Notwithstanding the foregoing,  Options may
be granted with a per Share exercise price other than as required above pursuant
to an assumption or  substitution  of another option in connection with a merger
or other corporate transaction.

                  (b) Forms of  Consideration.  The consideration to be paid for
the Shares to be issued  upon  exercise  of an Option,  including  the method of
payment,  shall  be  determined  by the  Administrator  (and,  in the case of an
Incentive  Stock  Option,  shall  be  determined  at the  time of  grant).  Such
consideration  may consist of, without  limitations,  (1) cash,  (2) check,  (3)
promissory  note, (4) other Shares,  provided  Shares acquired from the Company,
either directly or indirectly, (x) have been owned by the Optionee for more than
six months on the date of  surrender,  and (y) have a Fair  Market  Value on the
date of  surrender  equal to the  aggregate  exercise  price of the Shares as to
which such Option shall be exercised,  (5) consideration received by the Company
under a cashless exercise program  implemented by the Company in connection with
the Plan, or (6) any combination of the foregoing methods of payment.  In making
its  determination as to the type of consideration to accept,  the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company. Notwithstanding the foregoing, the Administrator may permit
an  Optionee  to  exercise  his or her  Option by  delivery  of a  full-recourse
promissory  note secured by the purchased  Shares.  The terms of such promissory
note shall be determined by the Administrator in its sole discretion.

         10. Exercise of Option.

                  (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any
Option granted  hereunder shall be exercisable  according to the terms hereof at
such times and under such conditions as determined by the  Administrator and set
forth in the Option  Agreement.  Unless the  Administrator  provides  otherwise,
vesting of Options granted  hereunder shall be suspended during any unpaid leave
of absence. An Option may not be exercised for a fraction of a Share.

                           An  Option shall be deemed exercised when the Company
receives:  (i) written or electronic  notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment  for the Shares  with  respect to which the  Option is  exercised.  Full
payment may consist of any consideration and method of payment authorized by the
Administrator  and permitted by the Option Agreement and the Plan. Shares issued
upon  exercise of an Option  shall be issued in the name of the  Optionee or, if
requested  by the  Optionee,  in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate  entry on the books
of the Company or of a duly authorized transfer agent of the Company),  no right
to vote or receive  dividends or any other rights as a  shareholder  shall exist
with  respect to the Shares,  notwithstanding  the  exercise of the Option.  The
Company  shall  issue (or cause to be issued)  such  Shares  promptly  after the
Option is exercised.  No  adjustment  will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued,  except as
provided in Section 12 of the Plan.


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Genesis Stock Option Plan Dated April 10, 2002                      Page 6 of 10

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                          Exercise  of an Option in any manner  shall  result in
a decrease in the number of Shares  thereafter  available,  both for purposes of
the Plan and for sale under the Option,  by the number of Shares as to which the
Option is exercised.

                  (b) Termination of Relationship as a Service  Provider.  If an
Optionee ceases to be a Service Provider,  such Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement to the
extent  that the  Option is vested on the date of  termination  (but in no event
later than the  expiration  of the term of the Option as set forth in the Option
Agreement).  In the absence of a  specified  time in the Option  Agreement,  the
Option shall remain  exercisable  for three (3) months  following the Optionee's
termination.  If, on the date of  termination,  the Optionee is not vested as to
his or her entire  Option,  the Shares  covered by the  unvested  portion of the
Option shall revert to the Plan.  If, after  termination,  the Optionee does not
exercise his or her Option within the time specified by the  Administrator,  the
Option shall  terminate,  and the Shares  covered by such Option shall revert to
the Plan.

                  (c)  Disability  of  Optionee.  If an Optionee  ceases to be a
Service  Provider as a result of the  Optionee's  Disability,  the  Optionee may
exercise  his or her Option  within such period of time as is  specified  in the
Option  Agreement to the extent the Option is vested on the date of  termination
(but in no event  later than the  expiration  of the term of such  Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement,  the Option shall remain exercisable for twelve (12) months following
the Optionee's termination.  If, on the date of termination, the Optionee is not
vested as to his or her  entire  Option,  the  Shares  covered  by the  unvested
portion of the Option  shall  revert to the Plan.  If,  after  termination,  the
Optionee does not exercise his or her Option within the time  specified  herein,
the Option shall  terminate,  and the Shares covered by such Option shall revert
to the Plan.

                  (d) Death of  Optionee.  If an  Optionee  dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option  Agreement  (but in no event later than the expiration of the term
of  such  Option  as set  forth  in the  Option  Agreement),  by the  Optionee's
designated  beneficiary,  provided such beneficiary has been designated prior to
Optionee's  death  in a  form  acceptable  to  the  Administrator.  If  no  such
beneficiary  has been  designated  by the  Optionee,  then  such  Option  may be
exercised  by the personal  representative  of the  Optionee's  estate or by the
person(s) to whom the Option is transferred  pursuant to the Optionee's  will or
in  accordance  with the laws of descent  and  distribution.  If, at the time of
death,  the  Optionee is not vested as to his or her entire  Option,  the Shares
covered by the unvested  portion of the Option shall  immediately  revert to the
Plan. If the Option is not so exercised  within the time specified  herein,  the
Option shall  terminate,  and the Shares  covered by such Option shall revert to
the Plan.

         11. Limited  Transferability of Options. Unless determined otherwise by
the Administrator,  Options may not be sold,  pledged,  assigned,  hypothecated,
transferred,  or  disposed  of in any  manner  other than by will or the laws of
descent  and  distribution,  and may be  exercised  during the  lifetime  of the
Optionee,  only by the Optionee.  Notwithstanding  the foregoing,  to the extent
permitted by the Administrator,  in its discretion,  and set forth in the Option
Agreement   evidencing  such  Option,  a  Nonstatutory  Stock  Option  shall  be
assignable  or  transferable  subject  to the  applicable  limitations,  if any,
described in Rule 701 under the Securities Act and the General  Instructions  to
Form S-8  Registration  Statement  under the  Securities  Act. In addition,  any


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transferable  Option  shall  contain  additional  terms  and  conditions  as the
Administrator deems appropriate.

         12.  Adjustments  Upon Changes in  Capitalization,  Merger or Change in
Control.

                  (a) Changes in Capitalization.  Subject to any required action
by the  shareholders  of the  Company,  the number and type of Shares which have
been  authorized for issuance under the Plan but as to which no Options have yet
been  granted  or which  have been  returned  to the Plan upon  cancellation  or
expiration of an Option,  the ISO Share Issuance Limit,  and the number and type
of Shares  covered by each  outstanding  Option,  as well as the price per Share
covered by each such outstanding Option,  shall be proportionately  adjusted for
any increase or decrease in the number or type of issued Shares resulting from a
stock   split,   reverse   stock   split,   stock   dividend,   combination   or
reclassification  of the Common Stock,  or any other increase or decrease in the
number  of  issued  shares  of  Common  Stock   effected   without   receipt  of
consideration  by the Company.  The conversion of any convertible  securities of
the  Company  shall  not be deemed to have been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  Except as expressly
provided herein,  no issuance by the Company of shares of stock of any class, or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason thereof shall be made with respect to, the number,  type or
price of Shares subject to an Option.

                  (b) Dissolution or  Liquidation.  In the event of the proposed
dissolution or liquidation of the Company,  the Administrator  shall notify each
Optionee as soon as  practicable  prior to the  effective  date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to exercise  his or her Option  until  fifteen (15) days prior to
such  transaction  as to all of the Optioned  Stock covered  thereby,  including
Shares as to which the Option would not otherwise be  exercisable.  In addition,
the Administrator  may provide that any Company  repurchase option applicable to
any Shares  purchased  upon  exercise  of an Option  shall  lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the  manner  contemplated.  To the  extent  it has  not  been  previously
exercised,  an Option will terminate  immediately  prior to the  consummation of
such proposed action.

                  (c) Change in  Control.  In the event of a Change in  Control,
each outstanding  Option shall be assumed or an equivalent option substituted by
the  successor   corporation   or  a  Parent  or  Subsidiary  of  the  successor
corporation.  If, in such event, the Option is not assumed or substituted,  then
the Optionee  shall fully vest in and have the right to exercise  this Option as
to all of the  Optioned  Stock,  including  Shares  as to  which  it  would  not
otherwise  be vested or  exercisable.  If this Option  becomes  fully vested and
exercisable  in lieu of assumption or  substitution  in the event of a Change in
Control,   the   Administrator   shall   notify  the   Optionee  in  writing  or
electronically  that  this  Option  shall be fully  exercisable  for a period of
fifteen (15) days from the date of such notice,  and this Option shall terminate
upon the  expiration  of such period.  For the purposes of this  paragraph,  the
Option shall be  considered  assumed if,  following  the Change in Control,  the
Option  confers the right to  purchase  or  receive,  for each Share of Optioned
Stock  subject to the Option  immediately  prior to the Change in  Control,  the
consideration (whether stock, cash, or other securities or property) received in
the Change in  Control  by  holders  of Common  Stock for each Share held on the
effective  date of the  transaction  (and if  holders  were  offered a choice of
consideration,  the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided,  however, that

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if such  consideration  received  in the Change in Control is not solely  common
stock of the successor  corporation or its Parent,  the Administrator  may, with
the consent of the successor  corporation,  provide for the  consideration to be
received  upon the  exercise  of the Option,  for each Share of  Optioned  Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the Change in Control.

         13. Time of Granting Options. The date of grant of an Option shall, for
all purposes,  be the date on which the  Administrator  makes the  determination
granting such Option, or such later date as is determined by the  Administrator.
Notice of the  determination  shall be given to each Service Provider to whom an
Option is so granted within a reasonable time after the date of such grant.

         14. Amendment and Termination of the Plan.

                  (a)  Amendment  and  Termination.  The  Board  may at any time
amend, alter, suspend or terminate the Plan.

                  (b) Shareholder  Approval.  The Board shall obtain shareholder
approval of any Plan  amendment to the extent  necessary and desirable to comply
with Applicable Laws.

                  (c)  Effect  of  Amendment  or   Termination.   No  amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee,  unless  mutually  agreed  otherwise  between  the  Optionee  and  the
Administrator, which agreement must be in writing and signed by the Optionee and
the  Company.  Termination  of the Plan  shall not  affect  the  Administrator's
ability to exercise the powers  granted to it hereunder  with respect to Options
granted under the Plan prior to the date of such termination.

         15. Conditions Upon Issuance of Shares.

                  (a) Legal  Compliance.  Shares shall not be issued pursuant to
the  exercise of an Option  unless the  exercise of such Option and the issuance
and  delivery of such Shares  shall  comply  with  Applicable  Laws and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

                  (b) Investment Representations. As a condition to the exercise
of an Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased  only for  investment  and without any  present  intention  to sell or
distribute  such Shares if, in the opinion of counsel  for the  Company,  such a
representation is required.

         16.  Inability  to Obtain  Authority.  The  inability of the Company to
obtain authority from any regulatory body having  jurisdiction,  which authority
is deemed by the  Company's  counsel to be necessary to the lawful  issuance and
sale of any Shares  hereunder,  shall  relieve the Company of any  liability  in
respect of the failure to issue or sell such  Shares as to which such  requisite
authority shall not have been obtained.


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Genesis Stock Option Plan Dated April 10, 2002                      Page 9 of 10

<PAGE>

         17. Reservation of Shares.  The Company,  during the term of this Plan,
shall at all times reserve and keep  available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         18. Shareholder Approval.  The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such  shareholder  approval shall be obtained in the degree and manner
required under Applicable Laws.

         IN WITNESS WHEREOF, the undersigned  Secretary of the Company certifies
that the foregoing sets forth the Genesis  Financial,  Inc. Stock Option Plan as
duly adopted by the Board on April 10, 2002.

                                                     /s/ Brad E. Herr______
                                                     Secretary

Unanimous  shareholder  approval by written consent (total shares outstanding on
April 10, 2002 were  1,900,000,  represented by the  shareholders in the amounts
listed below):

_/s/ Michael A. Kirk___________________________________
Michael A. Kirk (525,000 shares)


_/s/ Douglas B. Durham_________________________________
Douglas B. Durham (525,000 shares)


_/s/ John R. Coghlan, President________________________
Temporary Financial Services, Inc. (800,000 shares)


_/s/ John R. Coghlan___________________________________
John R. Coghlan (50,000 shares)


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Genesis Stock Option Plan Dated April 10, 2002                     Page 10 of 10