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Exhibit 4.1




                             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.



<PAGE>


            (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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Genesis Stock Option Plan Dated April 10, 2002                      Page 2 of 10

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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

<PAGE>



                    (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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Genesis Stock Option Plan Dated April 10, 2002                      Page 7 of 10

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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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Genesis Stock Option Plan Dated April 10, 2002                      Page 8 of 10

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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

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         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

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