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                                                                   Exhibit 10.5


                                    GUARANTY

LENDER:               TEMPORARY FINANCIAL SERVICES, INC.
                      200 North Mullan Road, Suite 213
                      Spokane, Washington 99206

BORROWER:             GENESIS FINANCIAL, INC.
                      200 North Mullan Road, Suite 217
                      Spokane, Washington 99206

GUARANTOR:            MICHAEL A. KIRK, A SINGLE MAN
                      6519 North Sutherlin
                      Spokane, Washington 99208

                      DOUGLAS B. DURHAM AND COLLEEN D. DURHAM, HUSBAND AND WIFE
                      1926 East 38th
                      Spokane, Washington 99223

         This  Guaranty  supports  and  backs  the  Warehousing  Line of  Credit
Promissory Note and the related Security  Agreement between BORROWER and LENDER,
both dated as of February 20, 2002 (collectively the "Credit Facility").

         Executed at: Spokane, Washington, this 20th day of February, 2002.

         For  a  valuable  consideration  the  undersigned  and  each  of  them,
hereinafter   collectively  called   "Guarantor",   jointly  and  severally  and
unconditionally  guarantees  and promises to pay Temporary  Financial  Services,
Inc., a Washington  corporation,  (herein  called  `LENDER'),  its successors or
assigns, on demand in lawful money of the United States of America,  any and all
indebtedness of the above named "BORROWER", to LENDER, as follows:

         1. MAXIMUM  LIABILITY.  The liability of Guarantor  hereunder shall not
exceed  at any one time  the sum of:  (a) The  principal  amount  of the  Credit
Facility;  (b) An amount  equal to  interest,  and fees owed by  BORROWER on the
Credit Facility; and, (c) All costs, expenses and attorneys' fees, including any
on  appeals,  incurred  by  LENDER  in  connection  with the  collection  of the
indebtedness  of BORROWER or with the  collection  or sale of any  collateral in
accordance with the Credit Facility.

         2.  "INDEBTEDNESS"  DEFINED.  The word "indebtedness" is used herein in
its most  comprehensive  sense and includes,  but is not limited to, any and all
advances, debts,  obligations,  and liabilities of BORROWER to LENDER, including
judgments against BORROWER by LENDER, whether currently existing or arising at a
later date, whether voluntarily or involuntarily  created,  and however arising,
and whether due or not due, absolute or contingent,  liquidated or unliquidated,
determined or undetermined.

         3.  NATURE OF  GUARANTOR'S  UNDERTAKING.  The  liability  of  Guarantor
hereunder  shall be open and continuous for as long as this guaranty shall be in
force.  Guarantor  intends  to  guarantee  at all times the  performance  of all
obligations  of BORROWER to LENDER  within the limits set forth above.  Thus, no
payments  made  upon  BORROWER's  indebtedness  shall  be held to  discharge  or
diminish the liability of Guarantor  for any and all  remaining  and  succeeding
indebtedness of BORROWER to LENDER.  The liability of Guarantor  hereunder shall
be joint and several with all other Guarantors hereunder,  shall also be binding
upon Guarantor's  marital  community (if any), and shall be enforceable  against
both the

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separate and community  property of Guarantor  existing at the date of execution
hereof or hereafter acquired.

         4. LENDER'S RIGHTS AND OBLIGATIONS IN DEALING WITH BORROWER.  Guarantor
authorizes LENDER to deal with BORROWER and BORROWER's sureties,  endorsers, and
other guarantors,  in any manner in which LENDER sees fit in connection with any
indebtedness  of  BORROWER  to LENDER,  now or  hereafter  created,  without any
further consent or authorization  from Guarantor being necessary.  Specifically,
but without  limiting  the powers of LENDER,  LENDER may make  various  types of
secured or unsecured financing arrangements for BORROWER;  LENDER may extend the
time for  payment  of any  indebtedness  of  BORROWER,  LENDER may  release  any
collateral given to LENDER by BORROWER,  with or without the substitution of new
collateral;  LENDER  may  release  or  agree  not  to sue  BORROWER's  sureties,
endorsers,  or other guarantors on any terms it chooses;  LENDER may sue or fail
to sue  BORROWER  upon any  overdue  indebtedness  or may  realize or neglect to
realize upon any collateral held in connection  therewith;  all of the foregoing
without the necessity of any notice to or consent from Guarantor and all without
affecting Guarantor's liability hereunder.

         5. DURATION OF GUARANTY.  This guaranty shall take effect when received
by LENDER, without the necessity of any acceptance by LENDER, and shall continue
in full force until such time as Guarantor  shall notify  LENDER in writing,  at
the  office of LENDER to which this  guaranty  shall be  delivered  in the first
instance,  of  Guarantor's  election to terminate the same. Any such election to
terminate  shall be effective  only as to  indebtedness  incurred by BORROWER to
LENDER after receipt of such written notice;  provided, that this guaranty shall
be effective even as to indebtedness  incurred by BORROWER after receipt of such
written  notice  if  LENDER  committed  itself  to  BORROWER  in  regard to such
indebtedness  prior to  receipt of such  notice.  This  guaranty  shall bind the
Guarantor for renewals and extensions granted after the termination hereof which
pertain to debts guaranteed hereby whether or not the renewals or extensions are
longer than the original period of the debts guaranteed hereunder. This guaranty
shall bind the estate of  Guarantor as to  indebtedness  created both before and
after the death or incapacity of Guarantor;  provided, that Guarantor's executor
or  administrator or other legal  representative  may terminate this guaranty in
the same manner in which  Guarantor  might have  terminated it and with the same
effect.  Termination of this guaranty by one of the undersigned shall not affect
the liability hereunder of the remaining of the undersigned.

         6. LENDER'S  RIGHTS  AGAINST AND  OBLIGATIONS  TO GUARANTOR.  Guarantor
hereby expressly waives  presentment,  protest,  demand,  or notice of any kind,
including  notice of  nonpayment  of any of  BORROWER's  indebtedness  or of any
collateral  thereto  and  notice  of any  action  or  nonaction  on the  part of
BORROWER,  LENDER, or any surety, endorser, or other guarantor. Upon any default
of BORROWER on any  obligation  to LENDER,  LENDER may, at its option,  then and
there demand and be entitled to payment from Guarantor of the full amount or any
part of the amount of BORROWER's  indebtedness to LENDER, within the limitations
set forth  above,  and if  Guarantor  shall not pay the sum  demanded to LENDER,
LENDER may proceed  directly and at once  against  Guarantor to collect such sum
without first proceeding  against BORROWER,  or any surety,  endorser,  or other
guarantor and without  foreclosing upon or selling or otherwise disposing of any
collateral it may have as security for any of BORROWER's  indebtedness.  Failure
to make such demand at such time or so to proceed shall not relieve Guarantor of
its obligations hereunder or in any sense constitute a waiver. LENDER shall have
the right to demand and collect from  Guarantor all or any portion of BORROWER's
indebtedness  and failure of LENDER at any time to demand from  Guarantor  or to
proceed to collect from  Guarantor  the full amount of  BORROWER's  indebtedness
from Guarantor  shall not preclude  LENDER from later demanding or proceeding to
collect from Guarantor any remaining  indebtedness of BORROWER to LENDER covered
by this  guaranty.  In any action or suit  against  Guarantor  to  enforce  this
guaranty,


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LENDER  shall be entitled to recover  from  Guarantor,  in addition to costs and
disbursements  allowed by law, a reasonable amount for LENDER's  attorney's fees
in such  action or suit or appeal  therefrom.  In any action or suit  brought by
LENDER against Guarantor,  Guarantor will not assert as a defense any statute of
limitations if at the time the action or suit is commenced  there is outstanding
any  indebtedness  of BORROWER  to LENDER  which is not barred by the statute of
limitations of the State of Washington. If payment is made by BORROWER on a debt
guaranteed  hereby and  thereafter  LENDER is forced to remit the amount of that
payment to the  BORROWER's  trustee in  bankruptcy  or similar  person under any
federal or state bankruptcy law or law for the relief of debtors, the BORROWER's
debt shall be considered unpaid for the purpose of enforcement of this Guaranty.

         7.  SUBORDINATION  OF GUARANTOR'S  RIGHTS AGAINST  BORROWER.  Guarantor
agrees that the  indebtedness  of BORROWER  to LENDER,  whether now  existing or
hereafter  created,  shall be and the same hereby is declared to be prior to any
claim that Guarantor may now have or hereafter acquire against BORROWER, whether
or not  BORROWER  becomes  insolvent,  and  Guarantor  shall and does  expressly
subordinate  such claim  Guarantor may have against  BORROWER,  upon any account
whatsoever, to any claim that LENDER may now or hereafter have against BORROWER.
In the event of insolvency and consequent liquidation of the assets of BORROWER,
through Bankruptcy,  by an assignment for the benefit of creditors, by voluntary
liquidation,  or otherwise,  the assets of BORROWER applicable to the payment of
the  claims of both  LENDER and  Guarantor  shall be paid to LENDER and shall be
first  applied by LENDER to the  indebtedness  of BORROWER to LENDER.  Guarantor
does  hereby  assign to LENDER all claims  which it may have or acquire  against
BORROWER or any assignee or trustee in  bankruptcy of BORROWER;  provided,  that
such  assignment  shall be effective  only for the purpose of assuring to LENDER
full payment of all indebtedness of BORROWER to LENDER.

         8.  ASSIGNMENT OF GUARANTY.  Assignment by LENDER of all or part of the
indebtedness  shall transfer to the assignee all benefits of this Guaranty as to
the portion of the indebtedness  assigned.  This Guaranty shall remain in effect
in favor of LENDER as to the portion of the indebtedness not assigned.

         9. RELEASES AND WAIVERS.  Guarantor  hereby  expressly and  irrevocably
releases and waives any and all  "claims"  (as now or  hereafter  defined in the
United States  Bankruptcy  Code,  11 USC 101 et.seq.) of any nature  whatsoever,
whether known or unknown and whether now existing or hereafter acquired, against
any debtor or the estate in any existing or future  bankruptcy case in which the
debtors include  BORROWER or any person or entity with respect to whom Guarantor
is an "insider" (as now or hereafter  defined in such  Bankruptcy  Code), to the
extent such claims in any manner  relate to or arise out of this Guaranty or any
indebtedness guaranteed hereby (including but not limited to fixed or contingent
claims  based  on  subrogation,   indemnity,   reimbursement,   contribution  or
contract).  Guarantor authorizes and empowers LENDER to at any time exercise, in
its sole  discretion,  any right or remedy or any combination  thereof which may
then be available to LENDER;  Guarantor  agrees that  nothing  contained  herein
shall  prevent  LENDER  from  suing  on  any  indebtedness  instrument  or  from
exercising  any right or remedy  available to LENDER  thereunder,  and Guarantor
further  agrees  that the  exercise  of any such  rights or  remedies  shall not
constitute a legal or equitable discharge of Guarantor. It is Guarantor's intent
and purpose that the obligation  hereunder shall be absolute,  independent,  and
unconditional under any and all circumstances.

         Notwithstanding  any  foreclosure  of any  lien  on  real  or  personal
property securing any indebtedness guaranteed hereby, whether by the exercise of
a power of sale,  by an action for judicial  foreclosure  or by  acceptance of a
deed in lieu of foreclosure, Guarantor shall remain bound under this Guaranty.


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         Guarantor  acknowledges  that  LENDER's  financing  for  BORROWER is of
substantial and material benefit to Guarantor,  that Guarantor has been informed
and believes  that LENDER would not provide  financing for BORROWER but for this
Guaranty  and  the  representations,   acknowledgments,  releases,  waivers  and
agreements   contained   herein,   and  that   LENDER  will  rely  on  all  such
representations,  acknowledgments, releases, waivers and agreements in providing
financing for BORROWER.

         10.  INDEBTEDNESS  CONTINUED.  The term  "indebtedness"  as  defined in
paragraph  2 above  includes,  but is not limited  to, all  existing  and future
obligations  and  liabilities  of  BORROWER  under the Credit  Facility  between
BORROWER  and  LENDER  referenced  above,  a copy of which is  attached  to this
Guaranty.

         11.  DISPUTES.  This  Guaranty  shall be governed by and  construed and
enforced in accordance  with  Washington  Law.  Notwithstanding  any arbitration
under the  Credit  Facility,  any legal  action  taken in  connection  with this
Guaranty shall be commenced in Spokane,  Washington,  and the parties agree that
they will be  subject  to the  jurisdiction  of the  Courts of  Spokane  County,
Washington.



/S/ MICHAEL A. KIRK
-------------------------------
MICHAEL A. KIRK, GUARANTOR



/s/ Douglas B. Durham
-------------------------------
DOUGLAS B. DURHAM, GUARANTOR



/s/ Colleen D. Durham
-------------------------------
COLLEEN D. DURHAM, GUARANTOR


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