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                                                                    Exhibit 10.1


                   WAREHOUSING LINE OF CREDIT PROMISSORY NOTE


         INTRODUCTION.  This  Warehousing  Line of Credit  Promissory  Note (the
"NOTE"),  governs  your  line of  credit  (the  "CREDIT  LINE")  with  Temporary
Financial  Services,  Inc. The words "BORROWER," "you," and "your," mean Genesis
Financial,  Inc., a Washington corporation.  The words "LENDER," "we," "us," and
"our," means Temporary Financial  Services,  Inc., the entity that is making the
loans and advances described in this NOTE. The CREDIT LINE will provide BORROWER
with  financing to acquire  eligible  real estate loans in  accordance  with the
procedures described in this NOTE and the attached exhibits.

         MAXIMUM CREDIT.  The unpaid principal balance under the CREDIT LINE may
not exceed $2,000,000 outstanding at any given time during the term of the NOTE.

         PROMISE  TO PAY.  You  promise  to pay  LENDER  the  total  of all loan
advances and finance charges, together with all costs and expenses for which you
are  responsible  under this NOTE. You will pay the CREDIT LINE according to the
payment terms set forth below.

         DUE DATE.  You promise to pay the balance of this NOTE on February  15,
2003,  or at the  option of LENDER  on  demand.  So long as this NOTE is in good
standing,  you may obtain  advances  on the CREDIT LINE in  accordance  with the
procedures described in this NOTE and the attached exhibits.

         INTEREST.  Interest  shall  accrue on the daily net  principal  balance
outstanding, and is payable on the 5th day of each month during the term of this
loan.  Interest  will be  calculated  at the rate equal to two percent above the
rate that Sterling Savings Bank,  Spokane,  Washington,  refers to as its "prime
rate." Any change in the interest rate resulting from a change in the prime rate
will be effective on the date of the change.

         COMMITMENT  FEE.  BORROWER  will pay LENDER One  Quarter of One Percent
(1/4%) of the Maximum  Credit  amount as a Loan  commitment  fee.  This  amount,
aggregating $5,000 is payable on the date of this NOTE.

         ADVANCES AND  REPAYMENTS.  BORROWER may request  advances on the CREDIT
LINE  from  time to time,  and  shall  make  payments  against  the  outstanding
principal  balance from time to time in accordance with the procedures set forth
in EXHIBIT A (attached).

         FINANCIAL COVENANTS. So long as this CREDIT LINE is in effect, BORROWER
will comply  with the  "Financial  Covenants"  and the  "Reporting  Obligations"
described in EXHIBIT B (attached). Each month, on or before the interest payment
due date, BORROWER will provide a "Compliance  Certificate" in form satisfactory
to  LENDER,  either  representing  that  BORROWER  is  in  compliance  with  the
applicable financial  covenants,  or describing the non-compliance and the steps
being taken to bring BORROWER back into compliance.

         SECURITY.  This NOTE is secured by a first lien on all of the assets of
BORROWER. The Security Agreement is attached as EXHIBIT C (attached).


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Warehousing Line of Credit Promissory Note                           Page 1 of 2


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         PERSONAL  GUARANTEES.  This NOTE is jointly  and  severally  personally
guaranteed by Michael A. Kirk, an  individual  residing in Spokane,  Washington,
and  Douglas B.  Durham and Colleen D.  Durham,  husband  and wife,  residing in
Spokane,  Washington.  The personal guarantee agreement is attached as EXHIBIT D
(attached).

         DEFAULT. If BORROWER defaults in timely payment of any amount due under
this NOTE,  including  non-payment upon LENDER'S  demand,  or is in default as a
result  of  non-compliance  with  the  Financial  Covenant  requirements  or the
provisions of the Security  Agreement,  and such default  continues without cure
for ten days,  LENDER may pursue any legal or equitable  remedies for collection
of the amounts due. BORROWER waives  presentment,  demand for payment,  protest,
and notice of nonpayment.  BORROWER  agrees to pay LENDER all costs and expenses
of  collection  of the amounts  due or to become due under this NOTE,  including
reasonable  attorneys'  fees.  Upon  Lender's  declaration  of  a  default,  and
Borrower's  failure to cure the  default  within  ten days,  the  interest  rate
charged on this NOTE shall be the lesser of 12% per annum,  or the highest  rate
then allowed by law.

         ASSIGNMENT.   This  NOTE,  the  Security  Agreement  and  the  Personal
Guarantees  may be  assigned by LENDER to an  affiliated  entity,  and  BORROWER
consents  to the  assignment  to such an  affiliated  entity.  Assignment  to an
unaffiliated entity may only be done after written consent of BORROWER.

         SIGNATURES.  This NOTE is executed on February ____,  2002, in Spokane,
Washington.

GENESIS FINANCIAL, INC.

/s/Michael A. Kirk
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Michael A. Kirk, President

ATTEST:

/s/ Douglas B. Durham
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Douglas B. Durham, Chairman


Accepted this 20th day of February, 2002 in Spokane, Washington.

Temporary Financial Services, Inc.


/s/ John R. Coghlan
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John R. Coghlan, President

Attest:

/s/ Brad E. Herr
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Brad E. Herr, Secretary


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