EMPLOYMENT AGREEMENT

         AGREEMENT dated as of January 25, 2002,  between GENESIS FUNDING,  INC.
("Genesis"), a Washington corporation, having its principal place of business at
200 North Mullan Road,  Suite 217,  Spokane,  Washington  99206,  and Douglas B.
Durham, an individual residing in Spokane, Washington ("Durham").

WITNESSETH:

         WHEREAS,  Genesis,  has executed documents relating to an investment in
GENESIS by Temporary Financial Services, Inc. ("TFS"), John R. Coghlan,  Michael
A. Kirk, and Douglas B Durham (the "Investors").

         WHEREAS, Durham is acknowledged as a capable and qualified executive in
the financial services business that Genesis will be engaged in;

         WHEREAS,  the parties  acknowledge that Durham's abilities and services
are unique and  essential  to the  prospects of Genesis and the  Investors  have
invested  in Genesis in  reliance  on  Durham's  continuing  services to Genesis
pursuant to this Agreement; and

         WHEREAS, in light of the foregoing, Genesis desires to employ Durham as
its Chairman and Durham desires to accept such employment.

         NOW, THEREFORE, the parties hereto agree as follows:

1.       Employment.  Genesis  hereby  employs  Durham and Durham hereby accepts
         employment upon the terms and conditions hereinafter set forth.

2.       Term.  This  Agreement  shall  commence  on the date  hereof  and shall
         terminate as of the earlier of:

         (a)      Two years from the date hereof  (the  "Initial  Term")  unless
                  either  Durham or  Genesis  notifies  the other  that he or it
                  elects to extend the term  hereof for an  additional  one year
                  (the "Renewal Period"), such notice to be given within 90 days
                  before the end of the  Initial  Term  hereof or within 90 days
                  before the end of each successive Renewal Period;

         (b)      The death of Durham;

         (c)      Unless  cured by Durham  within the thirty day period,  thirty
                  days after  notice is given by Genesis to Durham of a material
                  breach hereof by Durham; or

         (d)      Unless cured by Genesis  within the thirty day period,  thirty
                  days after notice is given by Durham to Genesis, of a material
                  breach hereof by Genesis.

                  The  exercise  of the right of Genesis or Durham to  terminate
                  this  Agreement  pursuant to clause (c) or (d) hereof,  as the
                  case may be, shall not abrogate the rights and remedies of the
                  terminating party in respect of the breach giving rise to such
                  termination.  Genesis shall only be

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                  deemed to have  materially  breached  this  Agreement  and the
                  terms of Durham's  employment if it fails to pay  compensation
                  as required  under  Section 3 or if it  reassigns  Durham to a
                  position other than senior executive as required Section 4.

3.   Compensation. For all services rendered under this Agreement:

         (a)      Base Salary. Genesis shall pay Durham a base salary of $12,000
                  per annum in equal monthly or semi-monthly  installments.  The
                  Board of Directors will review,  at least  annually,  Durham's
                  compensation  with a view to  increasing  it if,  in the  sole
                  judgment of the Board of Directors, the earnings of Genesis or
                  the services of Durham merit such an increase.

         (b)      During the Initial  Term,  Durham shall also  receive,  at the
                  discretion of the Board of Directors,  incentive  compensation
                  in  amounts  and at the  times  set  by the  Board.  Incentive
                  compensation  payable under this  subparagraph  is intended to
                  reward exemplary performance.

         (c)      During the term of his employment, Durham shall be entitled to
                  participate in employee  benefit plans or programs of Genesis,
                  if any, to the extent that his position,  tenure, salary, age,
                  health  and  other   qualifications   make  him   eligible  to
                  participate,  subject to the rules and regulations  applicable
                  thereto.  Such additional  benefits shall include,  subject to
                  the approval of the Board of Directors,  full  medical,  three
                  weeks paid vacation,  and qualified pension and profit sharing
                  plans.

         (d)      Durham  shall be entitled  to  reimbursement  of all  expenses
                  incurred by him in the  performance of his duties,  subject to
                  the  presenting of  appropriate  vouchers in  accordance  with
                  Genesis's policy.

4.       Duties.  Durham is engaged  initially  with the title and  functions of
         Chairman  of  Genesis  and,  subject to the  direction  of the Board of
         Directors,  shall perform and discharge  well and faithfully the duties
         which may be assigned to him from time to time by Genesis in connection
         with the conduct of its  business.  Nothing  herein shall  preclude the
         Board of Directors of Genesis from changing  Durham's  title and duties
         if the Board has concluded in its reasonable  judgment that such change
         is in Genesis's best interests;  provided,  however,  that at all times
         during the term of this Agreement, Durham shall be employed as a senior
         Executive of Genesis with  appropriate and  commensurate  compensation,
         title, rank and status. If Durham is elected or appointed a director or
         officer of Genesis or any  subsidiary  thereof  during the term of this
         Agreement,   Durham  will  serve  in  such  capacity   without  further
         compensation.

5.       Extent of  Services.  Durham  shall devote part time to the business of
         Genesis.  It is understood by Genesis that Durham is currently employed
         by  Production  Finance  International,  LLC  ("PFI"),  and Durham will
         continue his employment with PFI during the term of this Agreement. PFI
         does not compete with Genesis. Durham is prohibited, during the term of
         this agreement from providing services to a competitor of Genesis. This
         prohibition  shall  not be  construed  as  preventing  Durham  from (a)
         investing his personal  assets in businesses  which do not compete with
         Genesis, (b) purchasing  securities in any corporation whose securities
         are regularly  traded  provided that such purchase  shall not result in
         his collectively  owning  beneficially at any time

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         five  percent  or  more of the  equity  securities  of any  corporation
         engaged  in  a  business  competitive  to  that  of  Genesis,  and  (c)
         participating in conferences,  preparing or publishing  papers or books
         or  teaching  so  long  as the  Board  of  Directors  approves  of such
         activities prior to Durham's  engaging in them. Prior to commencing any
         activity  described in clause (c) above,  Durham shall inform the Board
         of Directors of Genesis in writing of any such activity.

6.       Disclosure of Information.

         (a)      Durham  represents  and  warrants  to Genesis  that his resume
                  included in the Genesis  Funding  Business Plan sets forth all
                  material information about Durham's background. Durham further
                  represents  that he is not  subject  to any  covenants  not to
                  compete.

         (b)      Durham   recognizes  and  acknowledges  that  Genesis's  trade
                  secrets and proprietary information and processes, as they may
                  exist  from time to time,  are  valuable,  special  and unique
                  assets of Genesis's business, access to and knowledge of which
                  are essential to the performance of Durham's duties hereunder.
                  Durham will not, during or after the term of his employment by
                  Genesis,   in  whole  or  in  part,   disclose  such  secrets,
                  information  or  processes to any person,  firm,  corporation,
                  association   or  other  entity  for  any  reason  or  purpose
                  whatsoever, nor shall Durham make use of any such property for
                  his own  purposes  or for the  benefit  of any  person,  firm,
                  corporation  or  other  entity  (except   Genesis)  under  any
                  circumstances  during  or after  the  term of his  employment,
                  provided  that  after  the  term  of  his   employment   these
                  restrictions shall not apply to such secrets,  information and
                  processes  which are then in the public domain  (provided that
                  Durham was not responsible,  directly or indirectly,  for such
                  secrets,  information or processes  entering the public domain
                  without Genesis's consent). Durham agrees to hold as Genesis's
                  property, all memoranda,  books, papers, letters, formulas and
                  other data, and all copies  thereof and therefrom,  in any way
                  relating to Genesis's  business  and affairs,  whether made by
                  him  or  otherwise   coming  into  his   possession,   and  on
                  termination of his employment, or on demand of Genesis, at any
                  time, to deliver the same to Genesis.

7.       Inventions. Durham hereby sells, transfers and assigns to Genesis or to
         any person,  or entity designated by Genesis,  the entire right,  title
         and interest of Durham in and to all inventions, ideas, disclosures and
         improvements,   whether  patented  or  unpatented,   and  copyrightable
         material,  made or conceived by Durham,  solely or jointly, or in whole
         or in part,  during  the term of this  Agreement  which  (i)  relate to
         methods,  apparatus,  designs,  products,  processes  or devices  sold,
         leased,  or used by Genesis or any subsidiary or (ii) otherwise  relate
         to or pertain to the  business,  functions or  operations of Genesis or
         any  subsidiary.  Durham  shall  communicate  promptly  and disclose to
         Genesis, in such form as Genesis requests, all information, details and
         data pertaining to the aforementioned  inventions,  ideas,  disclosures
         and  improvements;  and,  whether during the term hereof or thereafter,
         Durham shall  execute and deliver to Genesis such formal  transfers and
         assignments  and such other papers and  documents as may be required of
         Durham to permit Genesis or any person or entity  designated by Genesis
         to file and prosecute the patent  applications and, as to copyrightable
         material,  to  obtain  copyright  thereon.  Any  invention  by  Durham,
         relating  to the  business of Genesis,  within one year  following  the
         termination  of this  Agreement  shall be  deemed  to fall  within  the
         provisions of this paragraph unless proved by Durham to have been first
         conceived and made following such termination.

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8.       Covenant Not to Compete.

         (a)      During  the  term  hereof  and,   unless  this   Agreement  is
                  terminated  pursuant to Section 2(d)  hereof,  for a period of
                  two years  thereafter,  Durham shall not compete,  directly or
                  indirectly,  with Genesis,  interfere with, disrupt or attempt
                  to disrupt the relationship, contractual or otherwise, between
                  Genesis and any  customer,  client,  supplier,  consultant  or
                  employee of Genesis, including, without limitation,  employing
                  or being  an  investor  (representing  more  than a 5%  equity
                  interest)  in, or  officer,  director  or  consultant  to, any
                  person or entity  which  employs  any former key or  technical
                  employee whose  employment  with Genesis was terminated  after
                  the date which is one year prior to the date of termination of
                  Durham's employment therewith. An activity competitive with an
                  activity  engaged  in by Genesis  shall  include  becoming  an
                  employee,  officer,  consultant  or  director  of, or being an
                  investor  in, or owner of, an entity or person  engaged in the
                  business then engaged in by Genesis.

         (b)      It is the desire and intent of the parties that the provisions
                  of this  Section 8 shall be  enforced  to the  fullest  extent
                  permissible under the laws and public policies applied in each
                  jurisdiction in which enforcement is sought.  Accordingly,  if
                  any particular  portion of this Section 8 shall be adjudicated
                  to be invalid or unenforceable, this Section 8 shall be deemed
                  amended  to delete  or modify  the  offending  portion  to the
                  extent  required  to make this  Section 8  enforceable  in the
                  particular jurisdiction in which such adjudication is made.

         (c)      Nothing in this  Section 8 shall  reduce or abrogate  Durham's
                  obligations during the term of this Agreement under Sections 4
                  and 5 hereof.

9.   Remedies.

         (a)      The parties hereto  acknowledge  that the damages  suffered by
                  Genesis  and  the  Investors  from  Durham's  breach  of  this
                  Agreement, by his continued neglect of his duties in Section 4
                  or  5,  may  not  be  ascertainable.  Accordingly,  if  Durham
                  breaches Section 4 or 5 hereof by continuously  neglecting his
                  duties in either of said  Sections,  Genesis and the Investors
                  shall be  entitled  to the  greater of actual  proven  damages
                  (determined by a court or  arbitrator)  or liquidated  damages
                  from Durham in the amount of $18,000.

         (b)      If there is a breach or threatened breach of the provisions of
                  Section 5, 6(b), 7 or 8 of this  Agreement,  Genesis  shall be
                  entitled to an injunction restraining Durham from such breach.
                  Nothing herein shall be construed as prohibiting  Genesis from
                  pursuing  any other  remedies  for such  breach or  threatened
                  breach.

         (c)      If this  Agreement  is  terminated  pursuant  to Section  2(d)
                  hereof,  Durham is not required to mitigate damages  otherwise
                  obtainable  from Genesis as a result  Genesis'  breach and any
                  income  received by Durham  after such  termination  shall not
                  reduce the amount of damages otherwise obtainable from Genesis
                  hereunder.

10.      Insurance.  Genesis may, at its  election  and for its benefit,  insure
         Durham against accidental loss or death and Durham shall submit to such
         physical  examination and supply such information as may be required in
         connection therewith.

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11.      Assignment.  This Agreement may not be assigned by Durham.  Genesis may
         assign this  Agreement  in  connection  with a merger or  consolidation
         involving  Genesis  or a sale of  substantially  all its  assets to the
         surviving corporation or purchaser, as the case may be, so long as such
         assignee assumes Genesis's obligations under this Agreement.

12.      Notices.  Any  notice  required  or  permitted  to be given  under this
         Agreement shall be sufficient if in writing and sent by registered mail
         to Durham at his residence at 1926 East 38th, Spokane, Washington 99203
         or Genesis at its  address  set forth  above,  Attention:  The Board of
         Directors.

13.      Waiver  of  Breach.  A waiver by  Genesis  or Durham of a breach of any
         provision of this  Agreement by the other party shall not operate or be
         construed as a waiver of any subsequent breach by the other party.

14.      Entire Agreement.  This instrument contains the entire agreement of the
         parties.  It may be changed only by an agreement in writing signed by a
         party against whom  enforcement  of any waiver,  change,  modification,
         extension or discharge is sought.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year first hereinabove written.

Genesis Funding, Inc.                          Durham

_/s/ Michael A. Kirk____________               _/s/ Douglas B. Durham________
Name: _Michael A. Kirk__________               Douglas B. Durham
Title: ___President_____________