Exhibit 10.3

                                                                [EXECUTION COPY]

                          Inland Financial Corporation
                           9207 East Mission, Suite A
                            Spokane, Washington 99206


As of November 1, 1999


Robert Mauer
Chicago Advisory Group
8000 Towers Crescent Drive
Suite 1070
Vienna, Virginia 22182


Dear Mr. Mauer:

                  Inland Financial Corporation (the "Company") desires to engage
Chicago Advisory Group ("CAG") as a consultant, and CAG desires to be so engaged
by the Company, all subject to the terms and conditions set forth in this letter
agreement (this "Agreement").

                  Accordingly,   in   consideration   of  the  mutual  covenants
hereinafter  set forth and  intending to be legally  bound,  the Company and CAG
hereby agree as follows:

                  1.       Engagement; Term. The Company hereby engages CAG, and
CAG hereby  accepts such  engagement  and agrees to serve as a consultant to the
Company,  upon the  terms  and  conditions  hereinafter  set  forth,  for a term
commencing  on  November  1, 1999 (the  "Effective  Date")  and  (unless  sooner
terminated as hereinafter  provided)  expiring twelve months after the Effective
Date  (such  term  being  hereinafter   referred  to  as  the  "Initial  Term").
Thereafter,  this  Agreement  shall  automatically  be extended  for one or more
additional  three-month  periods unless CAG or the Company gives written notice,
no less than  ninety  (90) days  prior to the end of the  Initial  Term,  or, as
applicable,  sixty (60) days prior to the end of any extension thereof, of CAG's
or the Company's election not to renew the Agreement. As used in this Agreement,
"Term" shall be defined as the Initial Term and, if  applicable,  any  extension
thereof.

                  2.       Duties; Conduct.

                           (a) During the Term,  CAG shall make available to the
Company the services of Robert Mauer  ("Mauer")  who shall serve in the capacity
of a senior  advisor  to the  Company;  as such,  CAG  shall  render  consulting
services from time to time as  hereinafter  provided on such project or projects
relating  to the  business,  affairs  and  management  of the  Company as may be
reasonably  delegated to CAG by the Board of Directors,  the Co-Chief  Executive
Officers,  or, as applicable,  Chief Executive  Officer,  or the Chief Operating
Officer of

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the Company or of Walnut Financial Services, Inc. ("Walnut"). CAG agrees that it
shall use its best efforts to perform such services  faithfully and  diligently,
and to the best of its ability, and shall use its best efforts to cause Mauer to
use his best efforts to perform such services faithfully and diligently,  and to
the best of his ability.

                           (b) To the extent  practicable,  the  services  to be
provided by CAG shall be performed at such times as are reasonably convenient to
CAG.  The  Company  acknowledges  that CAG and Mauer may have other  activities,
obligations and engagements  which may command its or his time and attention and
the Company will exercise its best efforts to respect such other commitments.

                           (c) The services to be provided hereunder may require
travel.  Domestic travel shall be as reasonably  required for the performance of
the  duties  hereunder;  except as  provided  below,  CAG  shall not need  prior
approval for any domestic travel required  hereunder  unless and until it incurs
business  expenses in  connection  with such travel in the  aggregate  amount of
$10,000 per annum.  Once such threshold has been exceeded,  CAG shall obtain the
consent of Walnut's  Chief  Operating  Officer prior to incurring any additional
domestic  travel  expense.  The  parties  agree  that,  subject to the prior two
sentences,  (i)  business  class (as  opposed  to  coach)  and (ii) the costs of
upgrade certificates pursuant to frequent flier programs (not to exceed $100 per
flight) shall be deemed to be reasonable  expenses.  Foreign  travel shall be as
the Company and CAG shall mutually agree.

                  3.       Compensation and Expenses.

                           (a) Except as otherwise  provided in Section 3(b), as
full  compensation  for all services to be provided by CAG hereunder  during the
Term, the Company will pay CAG and CAG will accept  consulting fees at an annual
rate of Fifty Thousand  Dollars  ($50,000).  Such  consulting  fees will be paid
monthly in arrears.

                           (b) The Company will reimburse CAG for all reasonable
travel, business entertainment and other business expenses as may be incurred by
it  during  the  Term in the  performance  of the  duties  and  responsibilities
assigned to it under this Agreement.  Such  reimbursements  shall be made by the
Company on a timely basis upon submission by CAG of proper accounts  therefor in
accordance with the Company's standard procedures.

                  4.       Termination.

                           (a)  The  Company  may   terminate   the   consulting
engagement  hereunder and this Agreement at any time for Cause.  For purposes of
this Agreement, the term "Cause" shall mean any of the following: (i) conviction
of a felony by Mauer;  (ii)  perpetration of an intentional and knowing fraud by
CAG or Mauer against or adversely  affecting  the Company,  Walnut or any of the
Company's affiliates or any customer,  client,  agent, or employee of any of the
foregoing; (iii) any action or conduct by CAG or Mauer in any manner which would
reasonably be expected to harm the reputation or goodwill of the Company, Walnut
or any of the Company's affiliates;  (iv) willful breach of a covenant set forth
in Section 5 or 6 by CAG or Mauer; (v) substantial failure of CAG to perform its
duties  hereunder;  or (vi)  subject to Section

                                      -2-

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2(b) above and after taking into account Mauer's reasonable personal commitments
and vacation time, CAG's failure or inability to make Mauer available to provide
the services  contemplated  hereunder for any reason as determined in good faith
by the Board of Directors of the Company or of Walnut; provided, however, that a
termination  pursuant to clause  (iii),  (v) or (vi) shall not become  effective
unless CAG fails to cure such  action,  conduct  or  failure  to perform  within
fifteen (15) days after written notice from the Company, such notice to describe
such action,  conduct or failure to perform and identify what reasonable actions
shall be required to cure such  action,  conduct or failure to perform,  if such
action, conduct or failure to perform is susceptible of cure.

                           No act or  failure  to act on CAG's or  Mauer's  part
shall be  considered  "willful"  under this Section  4(a) unless it is done,  or
omitted to be done,  by CAG or Mauer in bad faith or without  reasonable  belief
that its or his action or omission was in the best interests of the Company. Any
act or  failure  to act  that  is  based  upon  authority  given  pursuant  to a
resolution  duly  adopted by the Board of Directors of the Company or of Walnut,
or upon  direction  or  authority  of the  Co-Chief  Executive  Officers  or, as
applicable,  Chief  Executive  Officer of the Company or of Walnut,  or upon the
advice of counsel for the Company or Walnut,  shall be conclusively  presumed to
be done, or omitted to be done,  by CAG in good faith and in the best  interests
of the Company.

                           (b) The Term shall terminate forthwith upon a sale of
all or substantially all of the stock or assets of the Company or Walnut.

                           (c)  CAG  may  terminate  the  consulting  engagement
hereunder and this Agreement at any time in the event of any material  breach of
this Agreement by the Company;  provided,  however,  that such termination shall
not become effective unless the Company fails to cure such breach within fifteen
(15) days after written notice from CAG, such notice to describe such breach and
identify what reasonable actions shall be required to cure such breach.

                           (d) In the event of a termination  pursuant to any of
Section 4(a), (b) or (c) above,  CAG shall be entitled to, and the Company shall
pay to CAG within thirty (30) days after any such  termination,  any accrued but
unpaid  consulting  fees to the date of  termination  and any accrued but unpaid
expenses required to be reimbursed  pursuant to Section 3(b) above. In the event
of a  termination  pursuant  to Section  4(c)  above,  CAG shall be  entitled to
continued  payment of the  consulting  fees pursuant to Section 3(a) above until
the expiration of the Term as if such  termination  had not occurred,  with such
payments being in addition to the payments described in the previous sentence.

                  5.       Noncompetition and Nonsolicitation;  Nondisclosure of
Proprietary Information; Surrender of Records.

                           5.1  Noncompetition and  Nonsolicitation.  In view of
the unique and valuable services it is expected CAG and Mauer will render to the
Company, CAG's and Mauer's knowledge of the customers,  trade secrets, and other
proprietary  information relating to the business of the Company, Walnut and the
Company's affiliates and their customers and

                                      -3-

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suppliers,  and in consideration of compensation to be received  hereunder,  CAG
and Mauer each agrees that during the consulting  engagement hereunder it and he
will not compete with or be engaged in any business which, during the consulting
engagement  hereunder,  is engaged in the  business of factoring or financing of
receivables in the United States or Canada, provided that the provisions of this
Section will not be deemed  breached  merely because CAG or Mauer owns less than
10% of the outstanding common stock of a publicly-traded company or is a passive
investor  who  owns  less  than  10%  of  the  outstanding  common  stock  of  a
privately-held company.

                  In further  consideration of the payment by the Company to CAG
of amounts that may hereafter be paid to CAG pursuant to this Agreement, CAG and
Mauer each agrees  that during the Term and for a period of one year  subsequent
to any termination hereunder, CAG and Mauer shall not (i) directly or indirectly
solicit or  attempt to solicit  any of the  employees,  agents,  consultants  or
representatives of the Company,  Walnut or the Company's affiliates to terminate
his,  her,  or its  relationship  with  the  Company,  Walnut  or the  Company's
affiliates;  or (ii) directly or indirectly solicit or attempt to solicit any of
the employees,  agents,  consultants  (other than Joel Kanter and/or Windy City,
Inc.) or representatives of the Company,  Walnut or the Company's  affiliates to
become employees, agents,  representatives or consultants of any other person or
entity;  (iii) directly or indirectly solicit or attempt to solicit any customer
of the Company or Pacific Financial  Services Corp.  ("Pacific  Financial") with
respect to any product or service being  furnished,  made, sold or leased by the
Company or Pacific Financial;  or (iv) persuade or seek to persuade any customer
of the  Company or Pacific  Financial  to cease to do  business or to reduce the
amount of business which any customer has customarily done or contemplates doing
with the Company or Pacific Financial,  whether or not the relationship  between
the Company or Pacific Financial and such customer was originally established in
whole or in part through CAG's or Mauer's efforts.

                           5.2  Proprietary  Information.  CAG  and  Mauer  each
acknowledges that during the course of the consulting  engagement  hereunder CAG
and  Mauer  will  necessarily  have  access  to  and  make  use  of  proprietary
information and  confidential  records of the Company,  Walnut and the Company's
affiliates.  CAG and Mauer  each  covenants  that it and he shall not during the
Term or at any time thereafter,  directly or indirectly,  use for its or his own
purpose or for the benefit of any person or entity other than the  Company,  nor
otherwise  disclose,  any such  proprietary  information  to any  individual  or
entity,  unless such disclosure has been authorized in writing by the Company or
is otherwise required by law.

                           For   purposes  of  this   Section  5,   "proprietary
information"  shall not include  information  which (i) is or becomes  generally
available to the public other than as a result of a breach of this  Agreement by
CAG or Mauer; (ii) was within CAG's or Mauer's  possession or knowledge prior to
its being  furnished  to the  Company,  provided  that the  information  was not
obtained in connection with the consulting engagement hereunder or Mauer's prior
employment  by Walnut;  (iii) is  independently  developed by CAG or Mauer other
than in connection with the consulting engagement hereunder; or (iv) is obtained
by

                                      -4-

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CAG or Mauer in its or his capacity as an investor in Walnut or Walnut's (or its
subsidiaries') portfolio companies and not in connection with the performance of
the duties hereunder,  provided that information  obtained by CAG or Mauer under
circumstances  under which it or he has any obligation to keep such  information
confidential   shall  be  "proprietary   information"  to  the  extent  of  such
obligation.

                           5.3 Confidentiality and Surrender of Records. CAG and
Mauer  each  agrees  that it or he  shall  not  during  the  Term or at any time
thereafter  (irrespective  of  the  circumstances  under  which  the  consulting
engagement  terminates),  except as  required  by law,  directly  or  indirectly
publish,  make known or in any fashion disclose any confidential  records to, or
permit any inspection or copying of  confidential  records by, any individual or
entity other than in the course of such  individual's or entity's  employment or
retention  by the  Company,  nor shall  CAG or Mauer  retain,  and will  deliver
promptly to the Company, any of the same following termination of the consulting
engagement hereunder for any reason or upon request by the Company. For purposes
hereof,  "confidential  records"  means all  correspondence,  memoranda,  files,
manuals, books, lists, financial,  operating or marketing records, magnetic tape
or  electronic  or other media or equipment of any kind which may be in CAG's or
Mauer's  possession or under its or his control or accessible to it or him which
contain any  proprietary  information  of the Company,  Walnut or the  Company's
affiliates.  All  confidential  records shall be and remain the sole property of
the Company,  or, as applicable,  Walnut or the Company's  affiliates during the
Term and thereafter.

                           5.4  Enforcement.  CAG and Mauer each agrees that the
remedy at law for any breach or threatened  breach of any covenant  contained in
this Section 5 would be  inadequate  and that the  Company,  in addition to such
other remedies as may be available to it at law or in equity,  shall be entitled
to institute  proceedings  in any court or courts of competent  jurisdiction  to
obtain damages for breach of this Section 5 and injunctive relief.

                  6.       No Conflict.  CAG covenants that neither it nor Mauer
is now, and shall not become,  party to or subject to any  agreement,  contract,
understanding or covenant, or under any obligation, contractual or otherwise, in
any way  restricting  or adversely  affecting  its or his ability to act for the
Company in all of the respects contemplated hereby.

                  7.       Cooperation.  CAG  shall  cooperate  fully  with  the
Company  in the  prosecution  or  defense,  as the case  may be,  of any and all
actions,  governmental  inquiries or other legal  proceedings  in which CAG's or
Mauer's  assistance  may be  requested by the Company.  Such  cooperation  shall
include, among other things, making documents relating to the Company, Walnut or
the  Company's  affiliates  or any of their  respective  businesses  in CAG's or
Mauer's custody or control available to the Company or its counsel, making Mauer
available  for  interviews  by the  Company or its  counsel,  and  making  Mauer
available  to  appear as a  witness,  at  deposition,  trial or  otherwise.  Any
reasonable  vouchered  out-of-pocket  expenses incurred by CAG in fulfilling its
obligations under this Section 7 shall be promptly reimbursed by the Company.

                     The   provisions  of  this  Section  7  shall  survive  the
termination  or expiration of this  Agreement and the Term;  provided,  however,
that CAG's obligations under this Section 7 subsequent to the expiration of this
Agreement  and the Term shall be on terms to be  negotiated  between CAG and the
Board of Directors of the Company or of Walnut in good faith.

                                      -5-

<PAGE>

                  8.       Notices.  Any  notice,  consent,   request  or  other
communication  made or given  in  accordance  with  this  Agreement  shall be in
writing either (i) by personal delivery to the party entitled  thereto,  (ii) by
facsimile  with  confirmation  of receipt,  or (iii) by  registered or certified
mail,  return  receipt  requested.   The  notice,  consent,   request  or  other
communication shall be deemed to have been received upon personal delivery, upon
confirmation  of receipt of facsimile  transmission,  or, if mailed,  three days
after mailing. Any notice, consent, request or other communication made or given
in accordance  with this Agreement  shall be made to those listed below at their
following  respective  addresses or at such other address as each may specify by
notice to the others:

                  To the Company:

                           Inland Financial Corporation
                           c/o Walnut Financial Services, Inc.
                           650 Madison Avenue, 21st Floor
                           New York, New York 10022
                           Attention:  Joseph Mark
                           Facsimile No.:  (212) 223-0161

                  With a copy to:

                           Peter S. Kolevzon, Esq.
                           Kramer Levin Naftalis & Frankel LLP
                           919 Third Avenue
                           New York, New York 10022
                           Facsimile No.:  (212) 715-8000

                  To Chicago Advisory Group:

                           Chicago Advisory Group
                           8000 Towers Crescent Drive
                           Suite 1070
                           Vienna, Virginia 22182
                           Attention:  Robert Mauer
                           Facsimile No.:  _______________

                  9.       Miscellaneous.

                           (a)  The  failure  of  either  party  at any  time to
require performance by the other party of any provision hereunder will in no way
affect  the right of that party  thereafter  to  enforce  the same,  nor will it
affect any other  party's  right to enforce  the same,  or to enforce any of the
other  provisions in this Agreement;  nor will the waiver by either party of the
breach of any  provision  hereof be taken or held to be a waiver of any prior or
subsequent breach of such provision or as a waiver of the provision itself.

                                      -6-

<PAGE>

                           (b) This Agreement is a personal contract calling for
the  provision of unique  services by Mauer,  and CAG's  rights and  obligations
hereunder may not be sold, transferred, assigned, pledged or hypothecated by CAG
or Mauer.  The rights and  obligations of the Company  hereunder will be binding
upon and run in favor of the  successors  and  assigns  of the  Company,  but no
assignment  by the  Company  shall  release  the  Company  from its  obligations
hereunder, and the Company shall not assign this Agreement to any entity outside
of the Company.

                           (c) Each of the covenants and agreements set forth in
this Agreement are separate and  independent  covenants,  each of which has been
separately  bargained for and the parties  hereto intend that the  provisions of
each such covenant shall be enforced to the fullest extent  permissible.  Should
the whole or any part or  provision  of any such  separate  covenant  be held or
declared  invalid,  such invalidity  shall not in any way affect the validity of
any other such  covenant or of any part or  provision  of the same  covenant not
also held or declared invalid.  If any covenant shall be found to be invalid but
would be valid if some  part  thereof  were  deleted  or the  period  or area of
application   reduced,   then  such  covenant  shall  apply  with  such  minimum
modification as may be necessary to make it valid and effective.

                           (d) This Agreement shall be governed and construed in
accordance  with the laws of the State of New York applicable to agreements made
and to be wholly performed  within that State,  without regard to the principles
of conflicts of law.

                           (e)   This    Agreement   sets   forth   the   entire
understanding between the parties as to the subject matter of this Agreement and
merges  and  supersedes  all  prior  agreements,  commitments,  representations,
writings  and  discussions  between the  parties  with  respect to that  subject
matter. This Agreement may be terminated, altered, modified or changed only by a
written instrument signed by both parties hereto.

                           (f) The  Section  headings  contained  herein are for
purposes of convenience only and are not intended to define or list the contents
of the Sections.

                           (g) The provisions of this  Agreement  which by their
terms call for  performance  subsequent to  termination  of the Term, or of this
Agreement, shall so survive such termination.

                           (h) In  rendering  the services to be rendered by CAG
hereunder,  CAG shall be an independent contractor.  Neither CAG nor Mauer shall
be considered as having an employee  status or being  entitled to participate in
any employee plans,  arrangements or distributions  by the Company.  Neither CAG
nor Mauer shall act as an agent of the Company and neither  shall be entitled to
enter into any agreements, incur any obligations on behalf of the Company, or be
authorized to bind the Company in any manner whatsoever, and neither shall refer
to the Company as a customer in any manner or format  without the prior  written
consent  of the  Company.  No form of  joint  venture,  partnership  or  similar
relationship between the parties is intended or hereby created.

                                      -7-

<PAGE>

                           As an  independent  contractor,  CAG  shall be solely
responsible   for   determining   the  means  and  methods  for  performing  the
professional  and/or technical  services  described  herein,  and CAG shall have
complete charge and responsibility for Mauer. All of CAG's activities will be at
its  own  risk  and  CAG  is  hereby  given  notice  of its  responsibility  for
arrangements  to  guard  against  physical,   financial,  and  other  risks,  as
appropriate.

                           Except as  otherwise  required  by law,  the  Company
shall not withhold any sums from the payments to be made for Social  Security or
other  federal,  state  or  local  tax  liabilities  or  contributions,  and all
withholding,    liabilities,   and   contributions   shall   be   solely   CAG's
responsibility.

                                      -8-

<PAGE>


                  Please  confirm CAG's  agreement with the foregoing by signing
and returning the enclosed copy of this letter,  following  which this will be a
legally binding agreement between us as of the date first written above.

                                           Very truly yours,

                                           Inland Financial Corporation


                                           By: /s/ Joel Kanter
                                              ------------------------------
                                               Name:  Joel Kanter
                                               Title: Vice President


Accepted and Agreed:

Chicago Advisory Group


By: /s/ Joshua S. Kanter
   ---------------------------
   Name:  Josuha S. Kanter
   Title: Vice President



                  Robert Mauer hereby accepts, and agrees to abide by, the terms
of Section 5 of the Agreement.


                                           /s/ Robert Mauer
                                           ---------------------------------
                                               Robert Mauer