EXHIBIT 10.13
                                    AGREEMENT

         THIS  AGREEMENT  is made  and  entered  into as of  this  4thth  day of
January, 2000, by and between WESTERN SECURITY BANK (the "Bank"), located at 100
E. Broadway,  Missoula,  Montana and CHARLES E. EISEMAN,  JR. (the  "Employee"),
whose address is 3565 Pattee Canyon Road, Missoula, Montana 59803.


         WHEREAS, the Employee is currently serving as Senior Vice President
Western Region Manager of the Bank; and

         WHEREAS,  the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure  continuity  of management of the Bank and to reinforce and encourage the
continued  attention and dedication of the Employee to her/his  assigned duties;
and

         WHEREAS, the Board of Directors of the Bank has approved and authorized
the  execution of this  Agreement  with the Employee to take effect as stated in
Section 3 hereof;

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants  and  agreements  of the  parties  herein  contained,  it is AGREED as
follows:

         1.       Change in Control.

                  (a) Involuntary  Termination.  If the Employee's employment is
involuntarily  terminated  (other  than for cause or pursuant to any of Sections
5(b) through 5(g) or Section 6 of this  Agreement) in connection  with or within
12 months  after a change in control of the Bank or the  Holding  Company  which
occurs at any time during the term of this Agreement,  the Bank shall pay to the
Employee, over the period as provided in the following sentence, an amount equal
to the  product  of (x) two  hundred  percent  (200%) of the Base  Salary of the
Employee, as defined below, times (y) a fraction,  the numerator of which is 730
minus the  number of days from the date of the  change in control to the date of
termination and the denominator of which is 730. The amount payable  pursuant to
the preceding sentence shall be paid in equal consecutive monthly  installments,
and the  number of  monthly  installments  shall be 24 minus the number of whole
months elapsed from the date of change in control to the date of termination.

                  (b) Definitions.  (1) The term "Date of Termination" means the
date upon which the Employee ceases to serve as an Employee of the Bank.

         (2) The term "change in control" is defined  solely as any  acquisition
of  control  of the Bank or Holding  Company  (other  than by a trustee or other
fiduciary holding

                                        1

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securities under an employee benefit plan of the Holding Company or a subsidiary
of the Holding  Company),  as defined in 12 C.F.R.  ss. 574.4,  or any successor
regulation,  which would require the filing of an application for acquisition of
control or notice of change in control in a manner as set forth in 12 C.F.R. ss.
574.3, or any successor regulation.

         (3) The term "base  salary" is  defined as the  semi-monthly  amount of
salary paid the Employee for the pay period  immediately  preceding  the date of
termination annualized by multiplying by twenty-four (24).

         (4) The Employee shall be considered to be involuntarily terminated (1)
if the  employment of the Employee is  involuntarily  terminated  for any reason
other than for  "cause" as  provided in this  Section  1(b),  pursuant to any of
Sections  5(b) through 5(g) or by reason of death or  disability  as provided in
Sections  5(c) and Section 6; or (2) there  occurs a material  diminution  of or
interference with the Employee's duties, responsibilities and benefits as Senior
Vice  President  Western  Region  Manager.  By way of example  and not by way of
limitation,  any of the following actions, if unreasonable or materially adverse
to the  Employee,  shall  constitute  such  diminution  or  interference  unless
consented to in writing by the Employee: (i) a change in the principal workplace
of the  Employee  to a location  more than fifty (50) miles from the Bank's main
office;  (ii) a material demotion of the Employee,  a reduction in the number or
seniority of other Bank personnel  reporting to the Employee,  or a reduction in
the frequency with which, or in the nature of the matters with respect to which,
such  personnel are to report to the  Employee;  or (iii) a reduction or adverse
change in the salary,  perquisites,  benefits,  contingent  benefits or vacation
time which had theretofore been provided to the Employee.

         (5)  Termination for "cause" shall include  termination  because of the
Employee's personal dishonesty,  incompetence,  willful misconduct,  breach of a
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar offenses) or final cease-and-desist order. Notwithstanding
the  foregoing,  the Employee  shall not be deemed to have been  terminated  for
cause unless and until there shall have been delivered to the Employee a copy of
a resolution,  duly adopted by the affirmative  vote of not less than a majority
of the disinterested  members of the Board of Directors of the Bank at a meeting
of the Board called and held for such purpose  (after  reasonable  notice to the
Employee and an  opportunity  for the  Employee,  together  with the  Employee's
counsel,  to be heard before the Board),  stating that in the good faith opinion
of the Board the  Employee  was  guilty of conduct  constituting  "cause" as set
forth above and specifying the particulars thereof in detail.

                  (c)  Compliance  with  Capital  Requirements.  Notwithstanding
anything in this Agreement to the contrary,  no payments may be made pursuant to
this Section 1 hereof without the prior approval of the Regional Deputy Director
of the OTS if following  such payment the Bank would not be in  compliance  with
its fully phased in capital

                                        2

<PAGE>



requirements as defined in OTS regulations.

         2.  Certain  Reduction  of Payments by the Bank.  (a)  Anything in this
Agreement to the contrary  notwithstanding,  in the event it shall be determined
that  any  payment  or  distribution  by the Bank to or for the  benefit  of the
Employee  (whether paid or payable or distributed or  distributable  pursuant to
the terms of this Agreement or otherwise) (a 'Payment")  would be  nondeductible
(in  whole or part) by the Bank for  Federal  income  tax  purposes  because  of
Section 280G of the Code, then the aggregate present value of amounts payable or
distributable  to or for the benefit of the Employee  pursuant to this Agreement
(such  amounts  payable  or   distributable   pursuant  to  this  Agreement  are
hereinafter referred to as "Agreement Payments") shall be reduced to the Reduced
Amount. The "Reduced Amount" shall be an amount,  not less than zero,  expressed
in present  value which  maximizes  the  aggregate  present  value of  Agreement
Payments  without causing any Payment to be nondeductible by the Bank because of
Section 280G of the Code. For purposes of this Section 2, present value shall be
determined in accordance with Section 280G(d) (4) of the Code.

                  (b) All determinations  required to be made under this Section
2 shall be made by the Bank's independent  auditors,  or at the election of such
auditors  by such other firm or  individuals  of  recognized  expertise  as such
auditors  may  select  (such  auditors  or, if  applicable,  such  other firm or
individual,  are hereinafter  referred to as the "Advisory Firm").  The Advisory
Firm  shall  within ten  business  days of the Date of  Termination,  or at such
earlier  time as is  requested  by the  Bank,  provide  to both the Bank and the
Employee an opinion (and  detailed  supporting  calculations)  that the Bank has
substantial  authority to deduct for federal income tax purposes the full amount
of the Agreement Payments and that the Employee has substantial authority not to
report on her/his  federal  income tax return any excise tax  imposed by Section
4999 of the Code with respect to the Agreement Payments.  Any such determination
and  opinion  by the  Advisory  Firm  shall  be  binding  upon  the Bank and the
Employee.  The  Employee  shall  determine  which and how much,  if any,  of the
Agreement   Payments  shall  be  eliminated  or  reduced   consistent  with  the
requirements  of this Section 2,  provided  that,  if the Employee does not make
such  determination  within ten business days of the receipt of the calculations
made by the Advisory  Firm,  the Bank shall elect which and how much, if any, of
the  Agreement  Payments  shall be  eliminated  or reduced  consistent  with the
requirements  of this Section 2 and shall  notify the Employee  promptly of such
election.  Within five business days of the earlier of (i) the Bank's receipt of
the Employee's  determination  pursuant to the immediately preceding sentence of
this Agreement or (ii) the Bank's  election in lieu of such  determination,  the
Bank  shall pay to or  distribute  to or for the  benefit of the  Employee  such
amounts  as are then due the  Employee  under this  Agreement.  The Bank and the
Employee  shall  cooperate  fully  with the  Advisory  Firm,  including  without
limitation  providing  to  the  Advisory  Firm  all  information  and  materials
reasonably  requested by it, in connection with the making of the determinations
required under this Section 2.

                  (c)      As a result of uncertainty in application of  Section
 280G of the

                                        3

<PAGE>



Code at the time of the initial determination by the Advisory Firm hereunder, it
is possible that Agreement Payments will have been made by the Bank which should
not have been made  ("Overpayment")  or that additional  Agreement Payments will
not have been made by the Bank which should have been made ("Underpayment"),  in
each case,  consistent with the calculations  required to be made hereunder.  In
the event that the  Advisory  Firm,  based upon the  assertion  by the  Internal
Revenue  Service  against the Employee of a deficiency  which the Advisory  Firm
believes has a high  probability of success  determines  that an Overpayment has
been made,  any such  Overpayment  paid or distributed by the Bank to or for the
benefit of Employee  shall be treated for all purposes as a loan ab initio which
the Employee  shall repay to the Bank together  with interest at the  applicable
federal rate provided for in Section 7872(f) (2) of the Code; provided, however,
that no such loan  shall be  deemed  to have  been  made and no amount  shall be
payable by the  Employee  to the Bank if and to the extent  such deemed loan and
payment  would not either  reduce the amount on which the Employee is subject to
tax under  Section 1 and  Section  4999 of the Code or generate a refund of such
taxes. In the event that the Advisory Firm, based upon controlling  preceding or
other substantial  authority,  determines that an Underpayment has occurred, any
such  Underpayment  shall be promptly  paid by the Bank to or for the benefit of
the Employee together with interest at the applicable  federal rate provided for
in Section 7872(f)(2) of the Code.

         (d) Any payments  made to the Employee,  pursuant to this  Agreement or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
ss. 1828(k) and any regulations adopted thereunder.

         3. Term. The term of this Agreement  shall be a period of two (2) years
commencing on January 4, 2000 and ending on January 3, 2002,  subject to earlier
termination as provided herein.

         4.  Participation  in Other Employee  Benefit Plans. In addition to the
benefits  provided  under this  agreement,  the Employee shall be entitled while
employed to participate in, and receive  benefits  under,  all plans relating to
stock options,  stock purchases,  pension,  thrift,  profit-sharing,  group life
insurance,  medical  coverage,  education,  cash or  stock  bonuses,  and  other
retirement  or  employee  benefits  or  combinations  thereof,  that  are now or
hereafter  maintained for the benefit of the Bank's employees of similar rank or
for its employees generally.

         5.       Termination; Death.

                  (a) In the event Bank terminates the Employee's employment for
cause,  the obligations of the Bank under this Agreement shall cease. In case of
termination  of the  Employee's  employment  for  cause,  the Bank shall pay the
Employee her/his salary through the date of termination, and the Bank shall have
no further  obligation to the Employee under this Agreement.  The Employee shall
have no right to receive any of the  compensation  defined in Section 1(a) after
termination for cause.

                                        4

<PAGE>



                  (b) The Employee's employment may be voluntarily terminated by
the  Employee at any time upon ninety  (90) days  written  notice to the Bank or
upon such  shorter  period as may be agreed upon  between the  Employee  and the
Board of Directors of the Bank. In the event of such voluntary termination,  the
Bank shall be  obligated  to continue to pay the  Employee  her/his  salary only
through the date of termination, at the time such payments are due, and the Bank
shall have no further obligation to the Employee under this Agreement.

                  (c) In the event of the death of the Employee  during the term
of this Agreement and prior to any termination hereunder, the Employee's estate,
or such person as the Employee may have previously designated in writing,  shall
be entitled to receive from the Bank the salary of the Employee through the last
day of employment and this Agreement shall terminate and end on such last day of
employment.

                  (d)  If  the   Employee  is  suspended   from  office   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e) (3) or (g) (1) of the Federal  Deposit
Insurance  Act  ("FDIA"),  12  U.S.C.  ss.  1818(e)  (3);  (g) (l),  the  Bank's
obligations  under this Agreement  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its  discretion  (i) pay the Employee all or part of
the  compensation  withheld  while its  obligations  under this  Agreement  were
suspended and (ii)  reinstate in whole or in part any of the  obligations  which
were suspended.

                  (e) If the Employee is removed from office and/or  permanently
prohibited from  participating  in the conduct of the Bank's affairs by an order
issued under Section 8(e) (4) or (g) (1) of the FDIA, 12 U.S.C. ss. 1818(e) (4);
(g) (1), all obligations of the Bank under this Agreement shall terminate, as of
the effective  date of the order,  but vested rights of the parties shall not be
affected.

                  (f) If the Bank becomes in default (as defined in Section 3(x)
(1) of the FDIA,  12  U.S.C.  ss.  1813(x)  (1)),  all  obligations  under  this
Agreement  shall  terminate as of the date of default,  but this provision shall
not affect any vested rights of the parties.

                  (g) All obligations  under this Agreement shall be terminated,
except to the extent determined that continuation of this Agreement is necessary
for the  continued  operation of the Bank:  (i) by the Director of the Office of
Thrift  Supervision  ("OTS")  or his or her  designee  at the time  the  Federal
Deposit Insurance Corporation or the Resolution Trust Corporation enters into an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the FDIA, 12 U.S.C.  ss.  1823(c);  or (ii) by the
Director of the OTS or his or her  designee at the time the  Director of the OTS
or his or her designee approves a supervisory merger to resolve problems related
to operation of the Bank or when the Bank is  determined  by the Director of the
OTS to be in an unsafe or unsound condition.

                                        5

<PAGE>



         Any rights of the parties that have already vested,  however, shall not
be affected by any such action.

         6. Disability.  If during the term of this Agreement the Employee shall
become disabled or  incapacitated to the extent that she/he is unable to perform
the duties of the Senior Vice President Western Region Manager,  she/he shall be
entitled to receive disability  benefits of the type provided for other officers
of the Bank of similar rank. If the  employment of Employee is terminated due to
disability  or  incapacity  to  perform  the  duties  and  requirements  of  the
employment,  this  Agreement  shall  terminate  and  end  on  such  last  day of
employment.

         7. No  Assignments.  (a)  This  Agreement  is  personal  to each of the
parties  hereto,  and neither  party may assign or delegate any of its rights or
obligations  hereunder  without first obtaining the written consent of the other
party;  provided,  however,  that the Bank will require any  successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  and/or  assets of the Bank,  by; an
assumption  agreement in form and substance  satisfactory  to the  Employee,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that  the Bank  would be  required  to  perform  it if no such
succession or assignment had taken place.  Failure of the Bank to obtain such an
assumption  agreement  prior  to the  effectiveness  of any such  succession  or
assignment shall be a breach of this Agreement and shall entitle the Employee to
compensation  from  the  Bank in the same  amount  and on the same  terms as the
compensation  pursuant to Section 1(a) hereof.  For purposes of implementing the
provisions of this Section 7(a), the date on which any such  succession  becomes
effective shall be deemed the Date of Termination.

                  (b) This  Agreement  and all rights of the Employee  hereunder
shall inure to the benefit of and be enforceable by the Employee's  personal and
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees,  devisees  and  legatees.  If the  Employee  should  die while any
amounts  would still be payable to the  Employee  hereunder  if the Employee had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance  with the terms of this Agreement to the Employee's  devisee,
legatee or other  designee or if there is no such  designee,  to the  Employee's
estate.

         8. Notice.  For the purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  set  forth on the first  page of this  Agreement  (provided  that all
notices to the Bank shall be directed to the attention of the Board of Directors
of the Bank with a copy to the Secretary of the Bank),  or to such other address
as  either  party  may have  furnished  to the other in  writing  in  accordance
herewith.


                                        6

<PAGE>


         9.   Amendments.  No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.

         10. Paragraph  Headings.  The paragraph headings used in this Agreement
are  included  solely  for  convenience  and  shall  not  affect,  or be used in
connection with, the interpretation of this Agreement.

         11.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         12. Governing Law.  This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Montana.

         13.  Arbitration.  Any  dispute  or  controversy  arising  under  or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment may be entered on the  arbitrator's  award in any court having
jurisdiction.


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




                            CHARLES E. EISEMAN, JR.  Employee

                            Address:          3565 Pattee Canyon Road
                                              Missoula, MT 59803


                            WESTERN SECURITY BANK

                            By:__________________________________
                                     Ralph K. Holliday, President
                                     and Chief Executive Officer




                                        7



<PAGE>

                                                                   EXHIBIT 10.14

                                    AGREEMENT

         THIS  AGREEMENT  is made and  entered  into as of this __ day of April,
1999,  by and between  WESTERN  SECURITY  BANK (the  "Bank"),  located at 100 E.
Broadway,  Missoula,  Montana  and RALPH K.  HOLLIDAY  (the  "Employee"),  whose
address is 4217 Fairwood Blvd, NE, Tacoma, Washington 98422.


         WHEREAS, the Employee has been retained to serve as President and Chief
Executive Officer of the Bank effective July 1, 1999 and until that date he will
serve as President-Elect and Chief Executive Officer-Elect;

         WHEREAS,  the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure  continuity  of management of the Bank and to reinforce and encourage the
continued  attention and dedication of the Employee to her/his  assigned duties;
and

         WHEREAS, the Board of Directors of the Bank has approved and authorized
the  execution of this  Agreement  with the Employee to take effect as stated in
Section 3 hereof;

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants  and  agreements  of the  parties  herein  contained,  it is AGREED as
follows:

         1.       Change in Control.

                  (a) Involuntary  Termination.  If the Employee's employment is
involuntarily  terminated  (other  than for cause or pursuant to any of Sections
5(b) through 5(g) or Section 6 of this  Agreement) in connection  with or within
12 months  after a change in control of the Bank or the  Holding  Company  which
occurs at any time during the term of this Agreement,  the Bank shall pay to the
Employee, over the period as provided in the following sentence, an amount equal
to the  product of (x) three  hundred  percent  (300%) of the Base Salary of the
Employee, as defined below, times (y) a fraction, the numerator of which is 1095
minus the  number of days from the date of the  change in control to the date of
termination and the denominator of which is 1095. The amount payable pursuant to
the preceding sentence shall be paid in equal consecutive monthly  installments,
and the number of monthly installments shall be thirty-six (36) minus the number
of whole  months  elapsed  from the date of  change  in  control  to the date of
termination.

                  (b) Definitions.  (1) The term "Date of Termination" means the
date upon which the Employee ceases to serve as an Employee of the Bank.


                                        1

<PAGE>



         (2) The term "change in control" is defined  solely as any  acquisition
of  control  of the Bank or Holding  Company  (other  than by a trustee or other
fiduciary  holding  securities  under an  employee  benefit  plan of the Holding
Company or a subsidiary  of the Holding  Company),  as defined in 12 C.F.R.  ss.
574.4,  or any  successor  regulation,  which  would  require  the  filing of an
application  for  acquisition  of  control  or notice of change in  control in a
manner as set forth in 12 C.F.R. ss. 574.3, or any successor regulation.

         (3) The term "base  salary" is  defined as the  semi-monthly  amount of
salary paid the Employee for the pay period  immediately  preceding  the date of
termination annualized by multiplying by twenty-four (24).

         (4) The Employee shall be considered to be involuntarily terminated (1)
if the  employment of the Employee is  involuntarily  terminated  for any reason
other than for  "cause" as  provided in this  Section  1(b),  pursuant to any of
Sections  5(b) through 5(g) or by reason of death or  disability  as provided in
Sections  5(c) and Section 6; or (2) there  occurs a material  diminution  of or
interference  with the  Employee's  duties,  responsibilities  and  benefits  as
President  and Chief  Executive  Officer.  By way of  example  and not by way of
limitation,  any of the following actions, if unreasonable or materially adverse
to the  Employee,  shall  constitute  such  diminution  or  interference  unless
consented to in writing by the Employee: (i) a change in the principal workplace
of the  Employee  to a location  more than fifty (50) miles from the Bank's main
office;  (ii) a material demotion of the Employee,  a reduction in the number or
seniority of other Bank personnel  reporting to the Employee,  or a reduction in
the frequency with which, or in the nature of the matters with respect to which,
such  personnel are to report to the  Employee;  or (iii) a reduction or adverse
change in the salary,  perquisites,  benefits,  contingent  benefits or vacation
time which had theretofore been provided to the Employee.

         (5)  Termination for "cause" shall include  termination  because of the
Employee's personal dishonesty,  incompetence,  willful misconduct,  breach of a
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar offenses) or final cease-and-desist order. Notwithstanding
the  foregoing,  the Employee  shall not be deemed to have been  terminated  for
cause unless and until there shall have been delivered to the Employee a copy of
a resolution,  duly adopted by the affirmative  vote of not less than a majority
of the disinterested  members of the Board of Directors of the Bank at a meeting
of the Board called and held for such purpose  (after  reasonable  notice to the
Employee and an  opportunity  for the  Employee,  together  with the  Employee's
counsel,  to be heard before the Board),  stating that in the good faith opinion
of the Board the  Employee  was  guilty of conduct  constituting  "cause" as set
forth above and specifying the particulars thereof in detail.

                  (c)  Compliance  with  Capital  Requirements.  Notwithstanding
anything in this Agreement to the contrary,  no payments may be made pursuant to
this Section 1

                                        2

<PAGE>



hereof without the prior approval of the Regional  Deputy Director of the OTS if
following such payment the Bank would not be in compliance with its fully phased
in capital requirements as defined in OTS regulations.

         2.  Certain  Reduction  of Payments by the Bank.  (a)  Anything in this
Agreement to the contrary  notwithstanding,  in the event it shall be determined
that  any  payment  or  distribution  by the Bank to or for the  benefit  of the
Employee  (whether paid or payable or distributed or  distributable  pursuant to
the terms of this Agreement or otherwise) (a 'Payment")  would be  nondeductible
(in  whole or part) by the Bank for  Federal  income  tax  purposes  because  of
Section 280G of the Code, then the aggregate present value of amounts payable or
distributable  to or for the benefit of the Employee  pursuant to this Agreement
(such  amounts  payable  or   distributable   pursuant  to  this  Agreement  are
hereinafter referred to as "Agreement Payments") shall be reduced to the Reduced
Amount. The "Reduced Amount" shall be an amount,  not less than zero,  expressed
in present  value which  maximizes  the  aggregate  present  value of  Agreement
Payments  without causing any Payment to be nondeductible by the Bank because of
Section 280G of the Code. For purposes of this Section 2, present value shall be
determined in accordance with Section 280G(d) (4) of the Code.

                  (b) All determinations  required to be made under this Section
2 shall be made by the Bank's independent  auditors,  or at the election of such
auditors  by such other firm or  individuals  of  recognized  expertise  as such
auditors  may  select  (such  auditors  or, if  applicable,  such  other firm or
individual,  are hereinafter  referred to as the "Advisory Firm").  The Advisory
Firm  shall  within ten  business  days of the Date of  Termination,  or at such
earlier  time as is  requested  by the  Bank,  provide  to both the Bank and the
Employee an opinion (and  detailed  supporting  calculations)  that the Bank has
substantial  authority to deduct for federal income tax purposes the full amount
of the Agreement Payments and that the Employee has substantial authority not to
report on his federal  income tax return any excise tax imposed by Section  4999
of the Code with respect to the Agreement  Payments.  Any such determination and
opinion by the Advisory  Firm shall be binding  upon the Bank and the  Employee.
The  Employee  shall  determine  which and how much,  if any,  of the  Agreement
Payments shall be eliminated or reduced consistent with the requirements of this
Section 2,  provided  that,  if the  Employee  does not make such  determination
within ten business days of the receipt of the calculations made by the Advisory
Firm, the Bank shall elect which and how much, if any, of the Agreement Payments
shall be eliminated or reduced  consistent with the requirements of this Section
2 and shall notify the Employee promptly of such election.  Within five business
days of the earlier of (i) the Bank's  receipt of the  Employee's  determination
pursuant to the  immediately  preceding  sentence of this  Agreement or (ii) the
Bank's  election  in  lieu of  such  determination,  the  Bank  shall  pay to or
distribute  to or for the benefit of the  Employee  such amounts as are then due
the Employee under this  Agreement.  The Bank and the Employee  shall  cooperate
fully with the Advisory  Firm,  including  without  limitation  providing to the
Advisory  Firm all  information  and  materials  reasonably  requested by it, in
connection with the making of the determinations required under this Section 2.

                                        3

<PAGE>



                  (c) As a result of  uncertainty in application of Section 280G
of the  Code at the  time of the  initial  determination  by the  Advisory  Firm
hereunder,  it is possible  that  Agreement  Payments will have been made by the
Bank  which  should  not  have  been  made  ("Overpayment")  or that  additional
Agreement  Payments  will not have been made by the Bank which  should have been
made  ("Underpayment"),  in each case, consistent with the calculations required
to be made  hereunder.  In the event  that the  Advisory  Firm,  based  upon the
assertion by the Internal  Revenue  Service against the Employee of a deficiency
which the Advisory Firm believes has a high  probability  of success  determines
that an Overpayment has been made, any such  Overpayment  paid or distributed by
the Bank to or for the benefit of Employee  shall be treated for all purposes as
a loan ab initio  which  the  Employee  shall  repay to the Bank  together  with
interest at the applicable  federal rate provided for in Section  7872(f) (2) of
the Code; provided, however, that no such loan shall be deemed to have been made
and no amount  shall be payable by the Employee to the Bank if and to the extent
such  deemed loan and  payment  would not either  reduce the amount on which the
Employee  is  subject  to tax under  Section 1 and  Section  4999 of the Code or
generate a refund of such taxes. In the event that the Advisory Firm, based upon
controlling  preceding  or  other  substantial  authority,  determines  that  an
Underpayment has occurred,  any such Underpayment  shall be promptly paid by the
Bank to or for  the  benefit  of the  Employee  together  with  interest  at the
applicable federal rate provided for in Section 7872(f)(2) of the Code.

         (d) Any payments  made to the Employee,  pursuant to this  Agreement or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
ss. 1828(k) and any regulations adopted thereunder.

         3.  Term.  The term of this  Agreement  shall be a period  of three (3)
years commencing on April 19, 1999,  subject to earlier  termination as provided
herein.  Beginning on the first  anniversary the  commencement  date and on each
anniversary  thereafter,  the term of this  Agreement  shall be  extended  for a
period of one (1) year unless  either the Bank or the  Employee  gives  contrary
written  notice to the other  not less  than 90 days in  advance  of the date on
which the term of this Agreement  would  otherwise be extended.  Notwithstanding
any other statement or provision in this  Agreement,  this Agreement will not be
automatically  extended unless, prior thereto, such extension is approved by the
Board  of  Directors  of the  Bank  following  the  Board's  review  of a formal
performance evaluation of the Employee performed by the disinterested members of
the Board of Directors of the Bank and  reflected in the minutes of the Board of
Directors. Reference herein to the term under this Agreement shall refer to both
such initial term and such extended terms.

         4.  Participation  in Other Employee  Benefit Plans. In addition to the
benefits  provided  under this  agreement,  the Employee shall be entitled while
employed to participate in, and receive  benefits  under,  all plans relating to
stock options,  stock purchases,  pension,  thrift,  profit-sharing,  group life
insurance,  medical  coverage,  education,  cash or  stock  bonuses,  and  other
retirement or employee benefits or

                                        4

<PAGE>



combinations  thereof,  that are now or hereafter  maintained for the benefit of
the Bank's employees of similar rank or for its employees generally.

         5.       Termination; Death.

                  (a) In the event Bank terminates the Employee's employment for
cause,  the obligations of the Bank under this Agreement shall cease. In case of
termination  of the  Employee's  employment  for  cause,  the Bank shall pay the
Employee her/his salary through the date of termination, and the Bank shall have
no further  obligation to the Employee under this Agreement.  The Employee shall
have no right to receive any of the  compensation  defined in Section 1(a) after
termination for cause.

                  (b) The Employee's employment may be voluntarily terminated by
the  Employee at any time upon ninety  (90) days  written  notice to the Bank or
upon such  shorter  period as may be agreed upon  between the  Employee  and the
Board of Directors of the Bank. In the event of such voluntary termination,  the
Bank shall be  obligated  to continue to pay the  Employee  her/his  salary only
through the date of termination, at the time such payments are due, and the Bank
shall have no further obligation to the Employee under this Agreement.

                  (c) In the event of the death of the Employee  during the term
of this Agreement and prior to any termination hereunder, the Employee's estate,
or such person as the Employee may have previously designated in writing,  shall
be entitled to receive from the Bank the salary of the Employee through the last
day of employment and this Agreement shall terminate and end on such last day of
employment.

                  (d)  If  the   Employee  is  suspended   from  office   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e) (3) or (g) (1) of the Federal  Deposit
Insurance  Act  ("FDIA"),  12  U.S.C.  ss.  1818(e)  (3);  (g) (l),  the  Bank's
obligations  under this Agreement  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its  discretion  (i) pay the Employee all or part of
the  compensation  withheld  while its  obligations  under this  Agreement  were
suspended and (ii)  reinstate in whole or in part any of the  obligations  which
were suspended.

                  (e) If the Employee is removed from office and/or  permanently
prohibited from  participating  in the conduct of the Bank's affairs by an order
issued under Section 8(e) (4) or (g) (1) of the FDIA, 12 U.S.C. ss. 1818(e) (4);
(g) (1), all obligations of the Bank under this Agreement shall terminate, as of
the effective  date of the order,  but vested rights of the parties shall not be
affected.

                  (f) If the Bank becomes in default (as defined in Section 3(x)
(1) of the FDIA,  12  U.S.C.  ss.  1813(x)  (1)),  all  obligations  under  this
Agreement  shall  terminate as of the date of default,  but this provision shall
not affect any vested rights of

                                        5

<PAGE>



the parties.

                  (g) All obligations  under this Agreement shall be terminated,
except to the extent determined that continuation of this Agreement is necessary
for the  continued  operation of the Bank:  (i) by the Director of the Office of
Thrift  Supervision  ("OTS")  or his or her  designee  at the time  the  Federal
Deposit Insurance Corporation or the Resolution Trust Corporation enters into an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the FDIA, 12 U.S.C.  ss.  1823(c);  or (ii) by the
Director of the OTS or his or her  designee at the time the  Director of the OTS
or his or her designee approves a supervisory merger to resolve problems related
to operation of the Bank or when the Bank is  determined  by the Director of the
OTS to be in an unsafe or unsound condition.

         Any rights of the parties that have already vested,  however, shall not
be affected by any such action.

         6. Disability.  If during the term of this Agreement the Employee shall
become disabled or  incapacitated to the extent that she/he is unable to perform
the duties of the President-Elect,  President,  Chief Executive Officer-Elect or
Chief Executive Officer, she/he shall be entitled to receive disability benefits
of the type  provided  for other  officers of the Bank of similar  rank.  If the
employment of Employee is terminated  due to disability or incapacity to perform
the duties and  requirements of the  employment,  this Agreement shall terminate
and end on such last day of employment.

         7. No  Assignments.  (a)  This  Agreement  is  personal  to each of the
parties  hereto,  and neither  party may assign or delegate any of its rights or
obligations  hereunder  without first obtaining the written consent of the other
party;  provided,  however,  that the Bank will require any  successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  and/or  assets of the Bank,  by; an
assumption  agreement in form and substance  satisfactory  to the  Employee,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that  the Bank  would be  required  to  perform  it if no such
succession or assignment had taken place.  Failure of the Bank to obtain such an
assumption  agreement  prior  to the  effectiveness  of any such  succession  or
assignment shall be a breach of this Agreement and shall entitle the Employee to
compensation  from  the  Bank in the same  amount  and on the same  terms as the
compensation  pursuant to Section 1(a) hereof.  For purposes of implementing the
provisions of this Section 7(a), the date on which any such  succession  becomes
effective shall be deemed the Date of Termination.

                  (b) This  Agreement  and all rights of the Employee  hereunder
shall inure to the benefit of and be enforceable by the Employee's  personal and
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees,  devisees  and  legatees.  If the  Employee  should  die while any
amounts would still be payable to

                                        6

<PAGE>



the Employee  hereunder if the Employee had continued to live, all such amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this Agreement to the Employee's devisee,  legatee or other designee or if there
is no such designee, to the Employee's estate.

         8. Notice.  For the purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  set  forth on the first  page of this  Agreement  (provided  that all
notices to the Bank shall be directed to the attention of the Board of Directors
of the Bank with a copy to the Secretary of the Bank),  or to such other address
as  either  party  may have  furnished  to the other in  writing  in  accordance
herewith.

         9.   Amendments.  No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.

         10. Paragraph  Headings.  The paragraph headings used in this Agreement
are  included  solely  for  convenience  and  shall  not  affect,  or be used in
connection with, the interpretation of this Agreement.

         11.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         12. Governing Law.  This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Montana.

         13.  Arbitration.  Any  dispute  or  controversy  arising  under  or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment may be entered on the  arbitrator's  award in any court having
jurisdiction.

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




                                        RALPH K. HOLLIDAY  Employee

                                        Address:   4217 Fairwood Blvd, NE,
                                                   Tacoma, Washington 98422.






                                        WESTERN SECURITY BANK

                                        By:__________________________________
                                                 Lyle R. Grimes, President
                                                 and Chief Executive Officer


                                        7


<PAGE>

                                                                   EXHIBIT 10.15

                                    AGREEMENT

         THIS  AGREEMENT  is made and entered  into as of this 16th day of June,
1999,  by and between  WESTERN  SECURITY  BANK (the  "Bank"),  located at 100 E.
Broadway,  Missoula,  Montana  and MARCIA L.  JOHNSON  (the  "Employee"),  whose
address is, ______________________________________________________.


         WHEREAS, the Employee is currently serving as Senior Vice President,
Manager of Central Operations of the Bank; and

         WHEREAS,  the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure  continuity  of management of the Bank and to reinforce and encourage the
continued attention and dedication of the Employee to her assigned duties; and

         WHEREAS, the Board of Directors of the Bank has approved and authorized
the  execution of this  Agreement  with the Employee to take effect as stated in
Section 3 hereof;

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants  and  agreements  of the  parties  herein  contained,  it is AGREED as
follows:

         1.       Change in Control.

                  (a) Involuntary  Termination.  If the Employee's employment is
involuntarily  terminated  (other  than for cause or pursuant to any of Sections
5(b) through 5(g) or Section 6 of this  Agreement) in connection  with or within
12 months  after a change in control of the Bank or the  Holding  Company  which
occurs at any time during the term of this Agreement,  the Bank shall pay to the
Employee, over the period as provided in the following sentence, an amount equal
to the  product  of (x) two  hundred  percent  (200%) of the Base  Salary of the
Employee, as defined below, times (y) a fraction,  the numerator of which is 730
minus the  number of days from the date of the  change in control to the date of
termination and the denominator of which is 730. The amount payable  pursuant to
the preceding sentence shall be paid in equal consecutive monthly  installments,
and the  number of  monthly  installments  shall be 24 minus the number of whole
months elapsed from the date of change in control to the date of termination.

                  (b) Definitions.  (1) The term "Date of Termination" means the
date upon which the Employee ceases to serve as an Employee of the Bank.

         (2) The term "change in control" is defined  solely as any  acquisition
of  control  of the Bank or Holding  Company  (other  than by a trustee or other
fiduciary holding

                                        1

<PAGE>



securities under an employee benefit plan of the Holding Company or a subsidiary
of the Holding  Company),  as defined in 12 C.F.R.  ss. 574.4,  or any successor
regulation,  which would require the filing of an application for acquisition of
control or notice of change in control in a manner as set forth in 12 C.F.R. ss.
574.3, or any successor regulation.

         (3) The term "base  salary" is  defined as the  semi-monthly  amount of
salary paid the Employee for the pay period  immediately  preceding  the date of
termination annualized by multiplying by twenty-four (24).

         (4) The Employee  shall be considered to be  involuntarily  terminated:
(1) if the employment of the Employee is involuntarily terminated for any reason
other than for  "cause" as  provided in this  Section  1(b),  pursuant to any of
Sections  5(b) through 5(g) or by reason of death or  disability  as provided in
Sections  5(c) and Section 6; or (2) there  occurs a material  diminution  of or
interference with the Employee's duties, responsibilities and benefits as Senior
Vice President,  Manager of Central Operations. By way of example and not by way
of  limitation,  any of the following  actions,  if  unreasonable  or materially
adverse to the Employee, shall constitute such diminution or interference unless
consented to in writing by the Employee: (i) a change in the principal workplace
of the  Employee  to a location  more than fifty (50) miles from the Bank's main
office;  (ii) a material demotion of the Employee,  a reduction in the number or
seniority of other Bank personnel  reporting to the Employee,  or a reduction in
the frequency with which, or in the nature of the matters with respect to which,
such  personnel are to report to the  Employee;  or (iii) a reduction or adverse
change in the salary,  perquisites,  benefits,  contingent  benefits or vacation
time which had theretofore been provided to the Employee.

         (5)  Termination for "cause" shall include  termination  because of the
Employee's personal dishonesty,  incompetence,  willful misconduct,  breach of a
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar offenses) or final cease-and-desist order. Notwithstanding
the  foregoing,  the Employee  shall not be deemed to have been  terminated  for
cause unless and until there shall have been delivered to the Employee a copy of
a resolution,  duly adopted by the affirmative  vote of not less than a majority
of the disinterested  members of the Board of Directors of the Bank at a meeting
of the Board called and held for such purpose  (after  reasonable  notice to the
Employee and an  opportunity  for the  Employee,  together  with the  Employee's
counsel,  to be heard before the Board),  stating that in the good faith opinion
of the Board the  Employee  was  guilty of conduct  constituting  "cause" as set
forth above and specifying the particulars thereof in detail.

                  (c)  Compliance  with  Capital  Requirements.  Notwithstanding
anything in this Agreement to the contrary,  no payments may be made pursuant to
this Section 1 hereof without the prior approval of the Regional Deputy Director
of the OTS if following

                                        2

<PAGE>



such  payment  the Bank  would not be in  compliance  with its  fully  phased in
capital requirements as defined in OTS regulations.

         2.  Certain  Reduction  of Payments by the Bank.  (a)  Anything in this
Agreement to the contrary  notwithstanding,  in the event it shall be determined
that  any  payment  or  distribution  by the Bank to or for the  benefit  of the
Employee  (whether paid or payable or distributed or  distributable  pursuant to
the terms of this Agreement or otherwise) (a "Payment")  would be  nondeductible
(in  whole or part) by the Bank for  Federal  income  tax  purposes  because  of
Section 280G of the Internal Revenue Code ("Code"),  then the aggregate  present
value of amounts payable or  distributable to or for the benefit of the Employee
pursuant to this Agreement  (such amounts payable or  distributable  pursuant to
this Agreement are  hereinafter  referred to as "Agreement  Payments")  shall be
reduced to the Reduced Amount. The "Reduced Amount" shall be an amount, not less
than zero,  expressed in present value which  maximizes  the  aggregate  present
value of Agreement  Payments  without causing any Payment to be nondeductible by
the Bank  because of Section  280G of the Code.  For purposes of this Section 2,
present value shall be determined in accordance  with Section 280G(d) (4) of the
Code.

                  (b) All determinations  required to be made under this Section
2 shall be made by the Bank's independent  auditors,  or at the election of such
auditors  by such other firm or  individuals  of  recognized  expertise  as such
auditors  may  select  (such  auditors  or, if  applicable,  such  other firm or
individual,  are hereinafter  referred to as the "Advisory Firm").  The Advisory
Firm  shall  within ten  business  days of the Date of  Termination,  or at such
earlier  time as is  requested  by the  Bank,  provide  to both the Bank and the
Employee an opinion (and  detailed  supporting  calculations)  that the Bank has
substantial  authority to deduct for federal income tax purposes the full amount
of the Agreement Payments and that the Employee has substantial authority not to
report on her federal  income tax return any excise tax imposed by Section  4999
of the Code with respect to the Agreement  Payments.  Any such determination and
opinion by the Advisory  Firm shall be binding  upon the Bank and the  Employee.
The  Employee  shall  determine  which and how much,  if any,  of the  Agreement
Payments shall be eliminated or reduced consistent with the requirements of this
Section 2,  provided  that,  if the  Employee  does not make such  determination
within ten business days of the receipt of the calculations made by the Advisory
Firm, the Bank shall elect which and how much, if any, of the Agreement Payments
shall be eliminated or reduced  consistent with the requirements of this Section
2 and shall notify the Employee promptly of such election.  Within five business
days of the earlier of: (i) the Bank's receipt of the  Employee's  determination
pursuant to the immediately  preceding  sentence of this Agreement;  or (ii) the
Bank's  election  in  lieu of  such  determination,  the  Bank  shall  pay to or
distribute  to or for the benefit of the  Employee  such amounts as are then due
the Employee under this  Agreement.  The Bank and the Employee  shall  cooperate
fully with the Advisory  Firm,  including  without  limitation  providing to the
Advisory  Firm all  information  and  materials  reasonably  requested by it, in
connection with the making of the determinations required under this Section 2.

                                        3

<PAGE>



                  (c) As a result of  uncertainty in application of Section 280G
of the  Code at the  time of the  initial  determination  by the  Advisory  Firm
hereunder,  it is possible  that  Agreement  Payments will have been made by the
Bank  which  should  not  have  been  made  ("Overpayment")  or that  additional
Agreement  Payments  will not have been made by the Bank which  should have been
made  ("Underpayment"),  in each case, consistent with the calculations required
to be made  hereunder.  In the event  that the  Advisory  Firm,  based  upon the
assertion by the Internal  Revenue  Service against the Employee of a deficiency
which the Advisory Firm believes has a high  probability  of success  determines
that an Overpayment has been made, any such  Overpayment  paid or distributed by
the Bank to or for the benefit of Employee  shall be treated for all purposes as
a loan ab initio  which  the  Employee  shall  repay to the Bank  together  with
interest at the applicable  federal rate provided for in Section  7872(f) (2) of
the Code; provided, however, that no such loan shall be deemed to have been made
and no amount  shall be payable by the Employee to the Bank if and to the extent
such  deemed loan and  payment  would not either  reduce the amount on which the
Employee  is  subject  to tax under  Section 1 and  Section  4999 of the Code or
generate a refund of such taxes. In the event that the Advisory Firm, based upon
controlling  preceding  or  other  substantial  authority,  determines  that  an
Underpayment has occurred,  any such Underpayment  shall be promptly paid by the
Bank to or for  the  benefit  of the  Employee  together  with  interest  at the
applicable federal rate provided for in Section 7872(f)(2) of the Code.

         (d) Any payments  made to the Employee,  pursuant to this  Agreement or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
ss. 1828(k) and any regulations adopted thereunder.

         3. Term. The term of this Agreement  shall be a period of two (2) years
commencing  on June 16,  1999,  and  ending  June 15,  2001,  subject to earlier
termination as provided herein.

         4.  Participation  in Other Employee  Benefit Plans. In addition to the
benefits  provided  under this  agreement,  the Employee shall be entitled while
employed to participate in, and receive  benefits  under,  all plans relating to
stock options,  stock purchases,  pension,  thrift,  profit-sharing,  group life
insurance,  medical  coverage,  education,  cash or  stock  bonuses,  and  other
retirement  or  employee  benefits  or  combinations  thereof,  that  are now or
hereafter  maintained for the benefit of the Bank's employees of similar rank or
for its employees generally.

         5.       Termination; Death.

                  (a) In the event the Bank terminates the Employee's employment
for cause, the obligations of the Bank under this Agreement shall cease. In case
of termination of the  Employee's  employment for cause,  the Bank shall pay the
Employee her salary through the date of termination,  and the Bank shall have no
further obligation

                                        4

<PAGE>



to the  Employee  under  this  Agreement.  The  Employee  shall have no right to
receive any of the  compensation  defined in Section 1(a) after  termination for
cause.

                  (b) The Employee's employment may be voluntarily terminated by
the  Employee at any time upon ninety  (90) days  written  notice to the Bank or
upon such  shorter  period as may be agreed upon  between the  Employee  and the
Board of Directors of the Bank. In the event of such voluntary termination,  the
Bank shall be  obligated to continue to pay the Employee her salary only through
the date of  termination,  at the time such payments are due, and the Bank shall
have no further obligation to the Employee under this Agreement.

                  (c) In the event of the death of the Employee  during the term
of this Agreement and prior to any termination hereunder, the Employee's estate,
or such person as the Employee may have previously designated in writing,  shall
be entitled to receive from the Bank the salary of the Employee through the last
day of employment and this Agreement shall terminate and end on such last day of
employment.

                  (d)  If  the   Employee  is  suspended   from  office   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e) (3) or (g) (1) of the Federal  Deposit
Insurance  Act  ("FDIA"),  12  U.S.C.  ss.  1818(e)  (3);  (g) (l),  the  Bank's
obligations  under this Agreement  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its discretion:  (i) pay the Employee all or part of
the  compensation  withheld  while its  obligations  under this  Agreement  were
suspended;  and (ii) reinstate in whole or in part any of the obligations  which
were suspended.

                  (e) If the Employee is removed from office and/or  permanently
prohibited from  participating  in the conduct of the Bank's affairs by an order
issued under Section 8(e) (4) or (g) (1) of the FDIA, 12 U.S.C. ss. 1818(e) (4);
(g) (1), all obligations of the Bank under this Agreement shall terminate, as of
the effective  date of the order,  but vested rights of the parties shall not be
affected.

                  (f) If the Bank becomes in default (as defined in Section 3(x)
(1) of the FDIA,  12  U.S.C.  ss.  1813(x)  (1)),  all  obligations  under  this
Agreement  shall  terminate as of the date of default,  but this provision shall
not affect any vested rights of the parties.

                  (g) All obligations  under this Agreement shall be terminated,
except to the extent determined that continuation of this Agreement is necessary
for the  continued  operation of the Bank:  (i) by the Director of the Office of
Thrift  Supervision  ("OTS")  or his or her  designee  at the time  the  Federal
Deposit Insurance Corporation or the Resolution Trust Corporation enters into an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the FDIA, 12 U.S.C.  ss.  1823(c);  or (ii) by the
Director of the OTS or his or her designee at the time the

                                        5

<PAGE>



Director  of the OTS or his or her  designee  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director of the OTS to be in an unsafe or unsound condition.

         Any rights of the parties that have already vested,  however, shall not
be affected by any such action.

         6. Disability.  If during the term of this Agreement the Employee shall
become disabled or incapacitated to the extent that she is unable to perform the
duties of the Senior Vice President, Manager of Central Operations, she shall be
entitled to receive disability  benefits of the type provided for other officers
of the Bank of similar rank. If the  employment of Employee is terminated due to
disability  or  incapacity  to  perform  the  duties  and  requirements  of  the
employment,  this  Agreement  shall  terminate  and  end  on  such  last  day of
employment.

         7. No  Assignments.  (a)  This  Agreement  is  personal  to each of the
parties  hereto,  and neither  party may assign or delegate any of its rights or
obligations  hereunder  without first obtaining the written consent of the other
party;  provided,  however,  that the Bank will require any  successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  and/or  assets of the Bank,  by; an
assumption  agreement in form and substance  satisfactory  to the  Employee,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that  the Bank  would be  required  to  perform  it if no such
succession or assignment had taken place.  Failure of the Bank to obtain such an
assumption  agreement  prior  to the  effectiveness  of any such  succession  or
assignment shall be a breach of this Agreement and shall entitle the Employee to
compensation  from  the  Bank in the same  amount  and on the same  terms as the
compensation  pursuant to Section 1(a) hereof.  For purposes of implementing the
provisions of this Section 7(a), the date on which any such  succession  becomes
effective shall be deemed the Date of Termination.

                  (b) This  Agreement  and all rights of the Employee  hereunder
shall inure to the benefit of and be enforceable by the Employee's  personal and
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees,  devisees  and  legatees.  If the  Employee  should  die while any
amounts  would still be payable to the  Employee  hereunder  if the Employee had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance  with the terms of this Agreement to the Employee's  devisee,
legatee or other  designee or if there is no such  designee,  to the  Employee's
estate.

         8. Notice.  For the purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  set  forth on the first  page of this  Agreement  (provided  that all
notices to the Bank shall be directed

                                        6

<PAGE>



to the  attention  of the  Board of  Directors  of the  Bank  with a copy to the
Secretary  of the  Bank),  or to such  other  address  as either  party may have
furnished to the other in writing in accordance herewith.

         9.   Amendments.  No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.

         10. Paragraph  Headings.  The paragraph headings used in this Agreement
are  included  solely  for  convenience  and  shall  not  affect,  or be used in
connection with, the interpretation of this Agreement.

         11.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         12. Governing Law.  This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Montana.

         13.  Arbitration.  Any  dispute  or  controversy  arising  under  or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment may be entered on the  arbitrator's  award in any court having
jurisdiction.

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




                                          MARCIA L. JOHNSON, Employee

                                 Address:



                                 WESTERN SECURITY BANK


                                 By:
                                          Lyle R. Grimes, President
                                                   and Chief Executive Officer



                                        7

<PAGE>

                                                                   EXHIBIT 10.16

                                    AGREEMENT

         THIS  AGREEMENT  is  made  and  entered  into  as of  this  ___  day of
_________,  1999, by and between WESTERN SECURITY BANK (the "Bank"),  located at
100 E. Broadway, Missoula, Montana and BARRY L. JOHNSTON (the "Employee"), whose
address is,7267 Highway 83, Bigfork, Montana 59911.


         WHEREAS,  the Employee is currently  serving as Senior Vice  President,
Credit Administrator of the Bank; and

         WHEREAS,  the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure  continuity  of management of the Bank and to reinforce and encourage the
continued attention and dedication of the Employee to his assigned duties; and

         WHEREAS, the Board of Directors of the Bank has approved and authorized
the  execution of this  Agreement  with the Employee to take effect as stated in
Section 3 hereof;

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants  and  agreements  of the  parties  herein  contained,  it is AGREED as
follows:

         1.       Change in Control.

                  (a) Involuntary  Termination.  If the Employee's employment is
involuntarily  terminated  (other  than for cause or pursuant to any of Sections
5(b) through 5(g) or Section 6 of this  Agreement) in connection  with or within
12 months  after a change in control of the Bank or the  Holding  Company  which
occurs at any time during the term of this Agreement,  the Bank shall pay to the
Employee, over the period as provided in the following sentence, an amount equal
to the  product  of (x) two  hundred  percent  (200%) of the Base  Salary of the
Employee, as defined below, times (y) a fraction,  the numerator of which is 730
minus the  number of days from the date of the  change in control to the date of
termination and the denominator of which is 730. The amount payable  pursuant to
the preceding sentence shall be paid in equal consecutive monthly  installments,
and the  number of  monthly  installments  shall be 24 minus the number of whole
months elapsed from the date of change in control to the date of termination.

                  (b) Definitions.  (1) The term "Date of Termination" means the
date upon which the Employee ceases to serve as an Employee of the Bank.

         (2) The term "change in control" is defined  solely as any  acquisition
of  control  of the Bank or Holding  Company  (other  than by a trustee or other
fiduciary holding

                                        1

<PAGE>



securities under an employee benefit plan of the Holding Company or a subsidiary
of the Holding  Company),  as defined in 12 C.F.R.  ss. 574.4,  or any successor
regulation,  which would require the filing of an application for acquisition of
control or notice of change in control in a manner as set forth in 12 C.F.R. ss.
574.3, or any successor regulation.

         (3) The term "base  salary" is  defined as the  semi-monthly  amount of
salary paid the Employee for the pay period  immediately  preceding  the date of
termination annualized by multiplying by twenty-four (24).

         (4) The Employee  shall be considered to be  involuntarily  terminated:
(1) if the employment of the Employee is involuntarily terminated for any reason
other than for  "cause" as  provided in this  Section  1(b),  pursuant to any of
Sections  5(b) through 5(g) or by reason of death or  disability  as provided in
Sections  5(c) and Section 6; or (2) there  occurs a material  diminution  of or
interference with the Employee's duties, responsibilities and benefits as Senior
Vice  President,  Credit  Administrator.  By way of  example  and  not by way of
limitation,  any of the following actions, if unreasonable or materially adverse
to the  Employee,  shall  constitute  such  diminution  or  interference  unless
consented to in writing by the Employee: (i) a change in the principal workplace
of the  Employee  to a location  more than fifty (50) miles from the Bank's main
office;  (ii) a material demotion of the Employee,  a reduction in the number or
seniority of other Bank personnel  reporting to the Employee,  or a reduction in
the frequency with which, or in the nature of the matters with respect to which,
such  personnel are to report to the  Employee;  or (iii) a reduction or adverse
change in the salary,  perquisites,  benefits,  contingent  benefits or vacation
time which had theretofore been provided to the Employee.

         (5)  Termination for "cause" shall include  termination  because of the
Employee's personal dishonesty,  incompetence,  willful misconduct,  breach of a
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar offenses) or final cease-and-desist order. Notwithstanding
the  foregoing,  the Employee  shall not be deemed to have been  terminated  for
cause unless and until there shall have been delivered to the Employee a copy of
a resolution,  duly adopted by the affirmative  vote of not less than a majority
of the disinterested  members of the Board of Directors of the Bank at a meeting
of the Board called and held for such purpose  (after  reasonable  notice to the
Employee and an  opportunity  for the  Employee,  together  with the  Employee's
counsel,  to be heard before the Board),  stating that in the good faith opinion
of the Board the  Employee  was  guilty of conduct  constituting  "cause" as set
forth above and specifying the particulars thereof in detail.

                  (c)  Compliance  with  Capital  Requirements.  Notwithstanding
anything in this Agreement to the contrary,  no payments may be made pursuant to
this Section 1 hereof without the prior approval of the Regional Deputy Director
of the OTS if following

                                        2

<PAGE>



such  payment  the Bank  would not be in  compliance  with its  fully  phased in
capital requirements as defined in OTS regulations.

         2.  Certain  Reduction  of Payments by the Bank.  (a)  Anything in this
Agreement to the contrary  notwithstanding,  in the event it shall be determined
that  any  payment  or  distribution  by the Bank to or for the  benefit  of the
Employee  (whether paid or payable or distributed or  distributable  pursuant to
the terms of this Agreement or otherwise) (a "Payment")  would be  nondeductible
(in  whole or part) by the Bank for  Federal  income  tax  purposes  because  of
Section 280G of the Internal Revenue Code ("Code"),  then the aggregate  present
value of amounts payable or  distributable to or for the benefit of the Employee
pursuant to this Agreement  (such amounts payable or  distributable  pursuant to
this Agreement are  hereinafter  referred to as "Agreement  Payments")  shall be
reduced to the Reduced Amount. The "Reduced Amount" shall be an amount, not less
than zero,  expressed in present value which  maximizes  the  aggregate  present
value of Agreement  Payments  without causing any Payment to be nondeductible by
the Bank  because of Section  280G of the Code.  For purposes of this Section 2,
present value shall be determined in accordance  with Section 280G(d) (4) of the
Code.

                  (b) All determinations  required to be made under this Section
2 shall be made by the Bank's independent  auditors,  or at the election of such
auditors  by such other firm or  individuals  of  recognized  expertise  as such
auditors  may  select  (such  auditors  or, if  applicable,  such  other firm or
individual,  are hereinafter  referred to as the "Advisory Firm").  The Advisory
Firm  shall  within ten  business  days of the Date of  Termination,  or at such
earlier  time as is  requested  by the  Bank,  provide  to both the Bank and the
Employee an opinion (and  detailed  supporting  calculations)  that the Bank has
substantial  authority to deduct for federal income tax purposes the full amount
of the Agreement Payments and that the Employee has substantial authority not to
report on his federal  income tax return any excise tax imposed by Section  4999
of the Code with respect to the Agreement  Payments.  Any such determination and
opinion by the Advisory  Firm shall be binding  upon the Bank and the  Employee.
The  Employee  shall  determine  which and how much,  if any,  of the  Agreement
Payments shall be eliminated or reduced consistent with the requirements of this
Section 2,  provided  that,  if the  Employee  does not make such  determination
within ten business days of the receipt of the calculations made by the Advisory
Firm, the Bank shall elect which and how much, if any, of the Agreement Payments
shall be eliminated or reduced  consistent with the requirements of this Section
2 and shall notify the Employee promptly of such election.  Within five business
days of the earlier of: (i) the Bank's receipt of the  Employee's  determination
pursuant to the immediately  preceding  sentence of this Agreement;  or (ii) the
Bank's  election  in  lieu of  such  determination,  the  Bank  shall  pay to or
distribute  to or for the benefit of the  Employee  such amounts as are then due
the Employee under this  Agreement.  The Bank and the Employee  shall  cooperate
fully with the Advisory  Firm,  including  without  limitation  providing to the
Advisory  Firm all  information  and  materials  reasonably  requested by it, in
connection with the making of the determinations required under this Section 2.

                                        3

<PAGE>



                  (c) As a result of  uncertainty in application of Section 280G
of the  Code at the  time of the  initial  determination  by the  Advisory  Firm
hereunder,  it is possible  that  Agreement  Payments will have been made by the
Bank  which  should  not  have  been  made  ("Overpayment")  or that  additional
Agreement  Payments  will not have been made by the Bank which  should have been
made  ("Underpayment"),  in each case, consistent with the calculations required
to be made  hereunder.  In the event  that the  Advisory  Firm,  based  upon the
assertion by the Internal  Revenue  Service against the Employee of a deficiency
which the Advisory Firm believes has a high  probability  of success  determines
that an Overpayment has been made, any such  Overpayment  paid or distributed by
the Bank to or for the benefit of Employee  shall be treated for all purposes as
a loan ab initio  which  the  Employee  shall  repay to the Bank  together  with
interest at the applicable  federal rate provided for in Section  7872(f) (2) of
the Code; provided, however, that no such loan shall be deemed to have been made
and no amount  shall be payable by the Employee to the Bank if and to the extent
such  deemed loan and  payment  would not either  reduce the amount on which the
Employee  is  subject  to tax under  Section 1 and  Section  4999 of the Code or
generate a refund of such taxes. In the event that the Advisory Firm, based upon
controlling  preceding  or  other  substantial  authority,  determines  that  an
Underpayment has occurred,  any such Underpayment  shall be promptly paid by the
Bank to or for  the  benefit  of the  Employee  together  with  interest  at the
applicable federal rate provided for in Section 7872(f)(2) of the Code.

         (d) Any payments  made to the Employee,  pursuant to this  Agreement or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
ss. 1828(k) and any regulations adopted thereunder.

         3. Term. The term of this Agreement  shall be a period of two (2) years
commencing on October 18, 1999, and ending October 17, 2001,  subject to earlier
termination as provided herein.

         4.  Participation  in Other Employee  Benefit Plans. In addition to the
benefits  provided  under this  agreement,  the Employee shall be entitled while
employed to participate in, and receive  benefits  under,  all plans relating to
stock options,  stock purchases,  pension,  thrift,  profit-sharing,  group life
insurance,  medical  coverage,  education,  cash or  stock  bonuses,  and  other
retirement  or  employee  benefits  or  combinations  thereof,  that  are now or
hereafter  maintained for the benefit of the Bank's employees of similar rank or
for its employees generally.

         5.       Termination; Death.

                  (a) In the event the Bank terminates the Employee's employment
for cause, the obligations of the Bank under this Agreement shall cease. In case
of termination of the  Employee's  employment for cause,  the Bank shall pay the
Employee his salary through the date of termination,  and the Bank shall have no
further obligation

                                        4

<PAGE>



to the  Employee  under  this  Agreement.  The  Employee  shall have no right to
receive any of the  compensation  defined in Section 1(a) after  termination for
cause.

                  (b) The Employee's employment may be voluntarily terminated by
the  Employee at any time upon ninety  (90) days  written  notice to the Bank or
upon such  shorter  period as may be agreed upon  between the  Employee  and the
Board of Directors of the Bank. In the event of such voluntary termination,  the
Bank shall be  obligated to continue to pay the Employee his salary only through
the date of  termination,  at the time such payments are due, and the Bank shall
have no further obligation to the Employee under this Agreement.

                  (c) In the event of the death of the Employee  during the term
of this Agreement and prior to any termination hereunder, the Employee's estate,
or such person as the Employee may have previously designated in writing,  shall
be entitled to receive from the Bank the salary of the Employee through the last
day of employment and this Agreement shall terminate and end on such last day of
employment.

                  (d)  If  the   Employee  is  suspended   from  office   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e) (3) or (g) (1) of the Federal  Deposit
Insurance  Act  ("FDIA"),  12  U.S.C.  ss.  1818(e)  (3);  (g) (l),  the  Bank's
obligations  under this Agreement  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its discretion:  (i) pay the Employee all or part of
the  compensation  withheld  while its  obligations  under this  Agreement  were
suspended;  and (ii) reinstate in whole or in part any of the obligations  which
were suspended.

                  (e) If the Employee is removed from office and/or  permanently
prohibited from  participating  in the conduct of the Bank's affairs by an order
issued under Section 8(e) (4) or (g) (1) of the FDIA, 12 U.S.C. ss. 1818(e) (4);
(g) (1), all obligations of the Bank under this Agreement shall terminate, as of
the effective  date of the order,  but vested rights of the parties shall not be
affected.

                  (f) If the Bank becomes in default (as defined in Section 3(x)
(1) of the FDIA,  12  U.S.C.  ss.  1813(x)  (1)),  all  obligations  under  this
Agreement  shall  terminate as of the date of default,  but this provision shall
not affect any vested rights of the parties.

                  (g) All obligations  under this Agreement shall be terminated,
except to the extent determined that continuation of this Agreement is necessary
for the  continued  operation of the Bank:  (i) by the Director of the Office of
Thrift  Supervision  ("OTS")  or his or her  designee  at the time  the  Federal
Deposit Insurance Corporation or the Resolution Trust Corporation enters into an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the FDIA, 12 U.S.C.  ss.  1823(c);  or (ii) by the
Director of the OTS or his or her designee at the time the

                                        5

<PAGE>



Director  of the OTS or his or her  designee  approves a  supervisory  merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director of the OTS to be in an unsafe or unsound condition.

         Any rights of the parties that have already vested,  however, shall not
be affected by any such action.

         6. Disability.  If during the term of this Agreement the Employee shall
become disabled or  incapacitated to the extent that he is unable to perform the
duties of the Senior Vice President,  Credit Adminstrator,  he shall be entitled
to receive  disability  benefits of the type provided for other  officers of the
Bank of similar  rank.  If the  employment  of  Employee  is  terminated  due to
disability  or  incapacity  to  perform  the  duties  and  requirements  of  the
employment,  this  Agreement  shall  terminate  and  end  on  such  last  day of
employment.

         7. No  Assignments.  (a)  This  Agreement  is  personal  to each of the
parties  hereto,  and neither  party may assign or delegate any of its rights or
obligations  hereunder  without first obtaining the written consent of the other
party;  provided,  however,  that the Bank will require any  successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  and/or  assets of the Bank,  by; an
assumption  agreement in form and substance  satisfactory  to the  Employee,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that  the Bank  would be  required  to  perform  it if no such
succession or assignment had taken place.  Failure of the Bank to obtain such an
assumption  agreement  prior  to the  effectiveness  of any such  succession  or
assignment shall be a breach of this Agreement and shall entitle the Employee to
compensation  from  the  Bank in the same  amount  and on the same  terms as the
compensation  pursuant to Section 1(a) hereof.  For purposes of implementing the
provisions of this Section 7(a), the date on which any such  succession  becomes
effective shall be deemed the Date of Termination.

                  (b) This  Agreement  and all rights of the Employee  hereunder
shall inure to the benefit of and be enforceable by the Employee's  personal and
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees,  devisees  and  legatees.  If the  Employee  should  die while any
amounts  would still be payable to the  Employee  hereunder  if the Employee had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance  with the terms of this Agreement to the Employee's  devisee,
legatee or other  designee or if there is no such  designee,  to the  Employee's
estate.

         8. Notice.  For the purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  set  forth on the first  page of this  Agreement  (provided  that all
notices to the Bank shall be directed

                                        6

<PAGE>


to the  attention  of the  Board of  Directors  of the  Bank  with a copy to the
Secretary  of the  Bank),  or to such  other  address  as either  party may have
furnished to the other in writing in accordance herewith.

         9.   Amendments.  No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.

         10. Paragraph  Headings.  The paragraph headings used in this Agreement
are  included  solely  for  convenience  and  shall  not  affect,  or be used in
connection with, the interpretation of this Agreement.

         11.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         12. Governing Law.  This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Montana.

         13.  Arbitration.  Any  dispute  or  controversy  arising  under  or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment may be entered on the  arbitrator's  award in any court having
jurisdiction.

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




                                          BARRY L. JOHNSTON, Employee

                                 Address:          7267 Highway 83
                                                   Bigfork, Montana 59911

                                 WESTERN SECURITY BANK


                                 By:
                                          Ralph K. Holliday, President
                                                   and Chief Executive Officer



                                        7

<PAGE>

                                                                   EXHIBIT 10.17

                                    AGREEMENT

         THIS  AGREEMENT  is  made  and  entered  into as of  this  17th  day of
December,  1999, by and between WESTERN  SECURITY BANK (the "Bank"),  located at
100 E. Broadway, Missoula, Montana and SUZANNE M. LOEWEN (the "Employee"), whose
address is 2228 36th Street, Missoula, Montana 59801.


         WHEREAS,  the Employee is currently serving as Vice President  Internal
Auditor Compliance Officer of the Bank; and

         WHEREAS,  the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure  continuity  of management of the Bank and to reinforce and encourage the
continued  attention and dedication of the Employee to her/his  assigned duties;
and

         WHEREAS, the Board of Directors of the Bank has approved and authorized
the  execution of this  Agreement  with the Employee to take effect as stated in
Section 3 hereof;

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants  and  agreements  of the  parties  herein  contained,  it is AGREED as
follows:

         1.       Change in Control.

                  (a) Involuntary  Termination.  If the Employee's employment is
involuntarily  terminated  (other  than for cause or pursuant to any of Sections
5(b) through 5(g) or Section 6 of this  Agreement) in connection  with or within
12 months  after a change in control of the Bank or the  Holding  Company  which
occurs at any time during the term of this Agreement,  the Bank shall pay to the
Employee, over the period as provided in the following sentence, an amount equal
to the  product  of (x) two  hundred  percent  (200%) of the Base  Salary of the
Employee, as defined below, times (y) a fraction,  the numerator of which is 730
minus the  number of days from the date of the  change in control to the date of
termination and the denominator of which is 730. The amount payable  pursuant to
the preceding sentence shall be paid in equal consecutive monthly  installments,
and the  number of  monthly  installments  shall be 24 minus the number of whole
months elapsed from the date of change in control to the date of termination.

                  (b) Definitions.  (1) The term "Date of Termination" means the
date upon which the Employee ceases to serve as an Employee of the Bank.

         (2) The term "change in control" is defined  solely as any  acquisition
of  control  of the Bank or Holding  Company  (other  than by a trustee or other
fiduciary holding

                                        1

<PAGE>



securities under an employee benefit plan of the Holding Company or a subsidiary
of the Holding  Company),  as defined in 12 C.F.R.  ss. 574.4,  or any successor
regulation,  which would require the filing of an application for acquisition of
control or notice of change in control in a manner as set forth in 12 C.F.R. ss.
574.3, or any successor regulation.

         (3) The term "base  salary" is  defined as the  semi-monthly  amount of
salary paid the Employee for the pay period  immediately  preceding  the date of
termination annualized by multiplying by twenty-four (24).

         (4) The Employee shall be considered to be involuntarily terminated (1)
if the  employment of the Employee is  involuntarily  terminated  for any reason
other than for  "cause" as  provided in this  Section  1(b),  pursuant to any of
Sections  5(b) through 5(g) or by reason of death or  disability  as provided in
Sections  5(c) and Section 6; or (2) there  occurs a material  diminution  of or
interference with the Employee's duties,  responsibilities  and benefits as Vice
President Internal Auditor Compliance  Officer. By way of example and not by way
of  limitation,  any of the following  actions,  if  unreasonable  or materially
adverse to the Employee, shall constitute such diminution or interference unless
consented to in writing by the Employee: (i) a change in the principal workplace
of the  Employee  to a location  more than fifty (50) miles from the Bank's main
office;  (ii) a material demotion of the Employee,  a reduction in the number or
seniority of other Bank personnel  reporting to the Employee,  or a reduction in
the frequency with which, or in the nature of the matters with respect to which,
such  personnel are to report to the  Employee;  or (iii) a reduction or adverse
change in the salary,  perquisites,  benefits,  contingent  benefits or vacation
time which had theretofore been provided to the Employee.

         (5)  Termination for "cause" shall include  termination  because of the
Employee's personal dishonesty,  incompetence,  willful misconduct,  breach of a
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar offenses) or final cease-and-desist order. Notwithstanding
the  foregoing,  the Employee  shall not be deemed to have been  terminated  for
cause unless and until there shall have been delivered to the Employee a copy of
a resolution,  duly adopted by the affirmative  vote of not less than a majority
of the disinterested  members of the Board of Directors of the Bank at a meeting
of the Board called and held for such purpose  (after  reasonable  notice to the
Employee and an  opportunity  for the  Employee,  together  with the  Employee's
counsel,  to be heard before the Board),  stating that in the good faith opinion
of the Board the  Employee  was  guilty of conduct  constituting  "cause" as set
forth above and specifying the particulars thereof in detail.

                  (c)  Compliance  with  Capital  Requirements.  Notwithstanding
anything in this Agreement to the contrary,  no payments may be made pursuant to
this Section 1 hereof without the prior approval of the Regional Deputy Director
of the OTS if following  such payment the Bank would not be in  compliance  with
its fully phased in capital

                                        2

<PAGE>



requirements as defined in OTS regulations.

         2.  Certain  Reduction  of Payments by the Bank.  (a)  Anything in this
Agreement to the contrary  notwithstanding,  in the event it shall be determined
that  any  payment  or  distribution  by the Bank to or for the  benefit  of the
Employee  (whether paid or payable or distributed or  distributable  pursuant to
the terms of this Agreement or otherwise) (a 'Payment")  would be  nondeductible
(in  whole or part) by the Bank for  Federal  income  tax  purposes  because  of
Section 280G of the Code, then the aggregate present value of amounts payable or
distributable  to or for the benefit of the Employee  pursuant to this Agreement
(such  amounts  payable  or   distributable   pursuant  to  this  Agreement  are
hereinafter referred to as "Agreement Payments") shall be reduced to the Reduced
Amount. The "Reduced Amount" shall be an amount,  not less than zero,  expressed
in present  value which  maximizes  the  aggregate  present  value of  Agreement
Payments  without causing any Payment to be nondeductible by the Bank because of
Section 280G of the Code. For purposes of this Section 2, present value shall be
determined in accordance with Section 280G(d) (4) of the Code.

                  (b) All determinations  required to be made under this Section
2 shall be made by the Bank's independent  auditors,  or at the election of such
auditors  by such other firm or  individuals  of  recognized  expertise  as such
auditors  may  select  (such  auditors  or, if  applicable,  such  other firm or
individual,  are hereinafter  referred to as the "Advisory Firm").  The Advisory
Firm  shall  within ten  business  days of the Date of  Termination,  or at such
earlier  time as is  requested  by the  Bank,  provide  to both the Bank and the
Employee an opinion (and  detailed  supporting  calculations)  that the Bank has
substantial  authority to deduct for federal income tax purposes the full amount
of the Agreement Payments and that the Employee has substantial authority not to
report on her/his  federal  income tax return any excise tax  imposed by Section
4999 of the Code with respect to the Agreement Payments.  Any such determination
and  opinion  by the  Advisory  Firm  shall  be  binding  upon  the Bank and the
Employee.  The  Employee  shall  determine  which and how much,  if any,  of the
Agreement   Payments  shall  be  eliminated  or  reduced   consistent  with  the
requirements  of this Section 2,  provided  that,  if the Employee does not make
such  determination  within ten business days of the receipt of the calculations
made by the Advisory  Firm,  the Bank shall elect which and how much, if any, of
the  Agreement  Payments  shall be  eliminated  or reduced  consistent  with the
requirements  of this Section 2 and shall  notify the Employee  promptly of such
election.  Within five business days of the earlier of (i) the Bank's receipt of
the Employee's  determination  pursuant to the immediately preceding sentence of
this Agreement or (ii) the Bank's  election in lieu of such  determination,  the
Bank  shall pay to or  distribute  to or for the  benefit of the  Employee  such
amounts  as are then due the  Employee  under this  Agreement.  The Bank and the
Employee  shall  cooperate  fully  with the  Advisory  Firm,  including  without
limitation  providing  to  the  Advisory  Firm  all  information  and  materials
reasonably  requested by it, in connection with the making of the determinations
required under this Section 2.

                  (c)      As a result of uncertainty in application of  Section
280G of the

                                        3

<PAGE>



Code at the time of the initial determination by the Advisory Firm hereunder, it
is possible that Agreement Payments will have been made by the Bank which should
not have been made  ("Overpayment")  or that additional  Agreement Payments will
not have been made by the Bank which should have been made ("Underpayment"),  in
each case,  consistent with the calculations  required to be made hereunder.  In
the event that the  Advisory  Firm,  based upon the  assertion  by the  Internal
Revenue  Service  against the Employee of a deficiency  which the Advisory  Firm
believes has a high  probability of success  determines  that an Overpayment has
been made,  any such  Overpayment  paid or distributed by the Bank to or for the
benefit of Employee  shall be treated for all purposes as a loan ab initio which
the Employee  shall repay to the Bank together  with interest at the  applicable
federal rate provided for in Section 7872(f) (2) of the Code; provided, however,
that no such loan  shall be  deemed  to have  been  made and no amount  shall be
payable by the  Employee  to the Bank if and to the extent  such deemed loan and
payment  would not either  reduce the amount on which the Employee is subject to
tax under  Section 1 and  Section  4999 of the Code or generate a refund of such
taxes. In the event that the Advisory Firm, based upon controlling  preceding or
other substantial  authority,  determines that an Underpayment has occurred, any
such  Underpayment  shall be promptly  paid by the Bank to or for the benefit of
the Employee together with interest at the applicable  federal rate provided for
in Section 7872(f)(2) of the Code.

         (d) Any payments  made to the Employee,  pursuant to this  Agreement or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
ss. 1828(k) and any regulations adopted thereunder.

         3. Term. The term of this Agreement  shall be a period of two (2) years
commencing  on December  17, 1999 and ending on December  16,  2001,  subject to
earlier termination as provided herein.

         4.  Participation  in Other Employee  Benefit Plans. In addition to the
benefits  provided  under this  agreement,  the Employee shall be entitled while
employed to participate in, and receive  benefits  under,  all plans relating to
stock options,  stock purchases,  pension,  thrift,  profit-sharing,  group life
insurance,  medical  coverage,  education,  cash or  stock  bonuses,  and  other
retirement  or  employee  benefits  or  combinations  thereof,  that  are now or
hereafter  maintained for the benefit of the Bank's employees of similar rank or
for its employees generally.

         5.       Termination; Death.

                  (a) In the event Bank terminates the Employee's employment for
cause,  the obligations of the Bank under this Agreement shall cease. In case of
termination  of the  Employee's  employment  for  cause,  the Bank shall pay the
Employee her/his salary through the date of termination, and the Bank shall have
no further  obligation to the Employee under this Agreement.  The Employee shall
have no right to receive any of the  compensation  defined in Section 1(a) after
termination for cause.

                                        4

<PAGE>



                  (b) The Employee's employment may be voluntarily terminated by
the  Employee at any time upon ninety  (90) days  written  notice to the Bank or
upon such  shorter  period as may be agreed upon  between the  Employee  and the
Board of Directors of the Bank. In the event of such voluntary termination,  the
Bank shall be  obligated  to continue to pay the  Employee  her/his  salary only
through the date of termination, at the time such payments are due, and the Bank
shall have no further obligation to the Employee under this Agreement.

                  (c) In the event of the death of the Employee  during the term
of this Agreement and prior to any termination hereunder, the Employee's estate,
or such person as the Employee may have previously designated in writing,  shall
be entitled to receive from the Bank the salary of the Employee through the last
day of employment and this Agreement shall terminate and end on such last day of
employment.

                  (d)  If  the   Employee  is  suspended   from  office   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e) (3) or (g) (1) of the Federal  Deposit
Insurance  Act  ("FDIA"),  12  U.S.C.  ss.  1818(e)  (3);  (g) (l),  the  Bank's
obligations  under this Agreement  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its  discretion  (i) pay the Employee all or part of
the  compensation  withheld  while its  obligations  under this  Agreement  were
suspended and (ii)  reinstate in whole or in part any of the  obligations  which
were suspended.

                  (e) If the Employee is removed from office and/or  permanently
prohibited from  participating  in the conduct of the Bank's affairs by an order
issued under Section 8(e) (4) or (g) (1) of the FDIA, 12 U.S.C. ss. 1818(e) (4);
(g) (1), all obligations of the Bank under this Agreement shall terminate, as of
the effective  date of the order,  but vested rights of the parties shall not be
affected.

                  (f) If the Bank becomes in default (as defined in Section 3(x)
(1) of the FDIA,  12  U.S.C.  ss.  1813(x)  (1)),  all  obligations  under  this
Agreement  shall  terminate as of the date of default,  but this provision shall
not affect any vested rights of the parties.

                  (g) All obligations  under this Agreement shall be terminated,
except to the extent determined that continuation of this Agreement is necessary
for the  continued  operation of the Bank:  (i) by the Director of the Office of
Thrift  Supervision  ("OTS")  or his or her  designee  at the time  the  Federal
Deposit Insurance Corporation or the Resolution Trust Corporation enters into an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the FDIA, 12 U.S.C.  ss.  1823(c);  or (ii) by the
Director of the OTS or his or her  designee at the time the  Director of the OTS
or his or her designee approves a supervisory merger to resolve problems related
to operation of the Bank or when the Bank is  determined  by the Director of the
OTS to be in an unsafe or unsound condition.

                                        5

<PAGE>



         Any rights of the parties that have already vested,  however, shall not
be affected by any such action.

         6. Disability.  If during the term of this Agreement the Employee shall
become disabled or  incapacitated to the extent that she/he is unable to perform
the duties of the Vice President  Internal Auditor  Compliance  Officer,  she/he
shall be entitled to receive disability  benefits of the type provided for other
officers  of the  Bank  of  similar  rank.  If the  employment  of  Employee  is
terminated   due  to   disability  or  incapacity  to  perform  the  duties  and
requirements of the  employment,  this Agreement shall terminate and end on such
last day of employment.

         7. No  Assignments.  (a)  This  Agreement  is  personal  to each of the
parties  hereto,  and neither  party may assign or delegate any of its rights or
obligations  hereunder  without first obtaining the written consent of the other
party;  provided,  however,  that the Bank will require any  successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  and/or  assets of the Bank,  by; an
assumption  agreement in form and substance  satisfactory  to the  Employee,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that  the Bank  would be  required  to  perform  it if no such
succession or assignment had taken place.  Failure of the Bank to obtain such an
assumption  agreement  prior  to the  effectiveness  of any such  succession  or
assignment shall be a breach of this Agreement and shall entitle the Employee to
compensation  from  the  Bank in the same  amount  and on the same  terms as the
compensation  pursuant to Section 1(a) hereof.  For purposes of implementing the
provisions of this Section 7(a), the date on which any such  succession  becomes
effective shall be deemed the Date of Termination.

                  (b) This  Agreement  and all rights of the Employee  hereunder
shall inure to the benefit of and be enforceable by the Employee's  personal and
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees,  devisees  and  legatees.  If the  Employee  should  die while any
amounts  would still be payable to the  Employee  hereunder  if the Employee had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance  with the terms of this Agreement to the Employee's  devisee,
legatee or other  designee or if there is no such  designee,  to the  Employee's
estate.

         8. Notice.  For the purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  set  forth on the first  page of this  Agreement  (provided  that all
notices to the Bank shall be directed to the attention of the Board of Directors
of the Bank with a copy to the Secretary of the Bank),  or to such other address
as  either  party  may have  furnished  to the other in  writing  in  accordance
herewith.


                                        6

<PAGE>


         9.   Amendments.  No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.

         10. Paragraph  Headings.  The paragraph headings used in this Agreement
are  included  solely  for  convenience  and  shall  not  affect,  or be used in
connection with, the interpretation of this Agreement.

         11.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         12. Governing Law.  This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Montana.

         13.  Arbitration.  Any  dispute  or  controversy  arising  under  or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment may be entered on the  arbitrator's  award in any court having
jurisdiction.


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




                             SUZANNE M. LOEWEN  Employee

                             Address:          2228 36th Street
                                               Missoula, MT 59 801


                             WESTERN SECURITY BANK

                             By:__________________________________
                                      Ralph K. Holliday, President
                                      and Chief Executive Officer




                                        7


<PAGE>

                                                                   EXHIBIT 10.18

                                    AGREEMENT

         THIS AGREEMENT is made and entered into as of this 31th day of January,
2000,  by and between  WESTERN  SECURITY  BANK (the  "Bank"),  located at 100 E.
Broadway,  Missoula,  Montana and SHARON E.  WOLDSTAD  (the  "Employee"),  whose
address is Potomac, Montana 59823.


        WHEREAS, the Employee is currently serving as Corporate Secretary Senior
Vice President Data Center Coordinator of the Bank; and

         WHEREAS,  the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure  continuity  of management of the Bank and to reinforce and encourage the
continued  attention and dedication of the Employee to her/his  assigned duties;
and

         WHEREAS, the Board of Directors of the Bank has approved and authorized
the  execution of this  Agreement  with the Employee to take effect as stated in
Section 3 hereof;

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants  and  agreements  of the  parties  herein  contained,  it is AGREED as
follows:

         1.       Change in Control.

                  (a) Involuntary  Termination.  If the Employee's employment is
involuntarily  terminated  (other  than for cause or pursuant to any of Sections
5(b) through 5(g) or Section 6 of this  Agreement) in connection  with or within
12 months  after a change in control of the Bank or the  Holding  Company  which
occurs at any time during the term of this Agreement,  the Bank shall pay to the
Employee, over the period as provided in the following sentence, an amount equal
to the  product  of (x) two  hundred  percent  (200%) of the Base  Salary of the
Employee, as defined below, times (y) a fraction,  the numerator of which is 730
minus the  number of days from the date of the  change in control to the date of
termination and the denominator of which is 730. The amount payable  pursuant to
the preceding sentence shall be paid in equal consecutive monthly  installments,
and the  number of  monthly  installments  shall be 24 minus the number of whole
months elapsed from the date of change in control to the date of termination.

                  (b) Definitions.  (1) The term "Date of Termination" means the
date upon which the Employee ceases to serve as an Employee of the Bank.

         (2) The term "change in control" is defined  solely as any  acquisition
of  control  of the Bank or Holding  Company  (other  than by a trustee or other
fiduciary holding

                                        1

<PAGE>



securities under an employee benefit plan of the Holding Company or a subsidiary
of the Holding  Company),  as defined in 12 C.F.R.  ss. 574.4,  or any successor
regulation,  which would require the filing of an application for acquisition of
control or notice of change in control in a manner as set forth in 12 C.F.R. ss.
574.3, or any successor regulation.

         (3) The term "base  salary" is  defined as the  semi-monthly  amount of
salary paid the Employee for the pay period  immediately  preceding  the date of
termination annualized by multiplying by twenty-four (24).

         (4) The Employee shall be considered to be involuntarily terminated (1)
if the  employment of the Employee is  involuntarily  terminated  for any reason
other than for  "cause" as  provided in this  Section  1(b),  pursuant to any of
Sections  5(b) through 5(g) or by reason of death or  disability  as provided in
Sections  5(c) and Section 6; or (2) there  occurs a material  diminution  of or
interference  with the  Employee's  duties,  responsibilities  and  benefits  as
Corporate  Secretary  Senior Vice President Data Center  Coordinator.  By way of
example  and  not by way  of  limitation,  any  of  the  following  actions,  if
unreasonable  or  materially  adverse to the  Employee,  shall  constitute  such
diminution or interference unless consented to in writing by the Employee: (i) a
change in the principal  workplace of the Employee to a location more than fifty
(50)  miles  from the  Bank's  main  office;  (ii) a  material  demotion  of the
Employee,  a  reduction  in the  number or  seniority  of other  Bank  personnel
reporting to the Employee, or a reduction in the frequency with which, or in the
nature of the matters with respect to which, such personnel are to report to the
Employee;  or (iii) a reduction  or adverse  change in the salary,  perquisites,
benefits,  contingent  benefits  or  vacation  time which had  theretofore  been
provided to the Employee.

         (5)  Termination for "cause" shall include  termination  because of the
Employee's personal dishonesty,  incompetence,  willful misconduct,  breach of a
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar offenses) or final cease-and-desist order. Notwithstanding
the  foregoing,  the Employee  shall not be deemed to have been  terminated  for
cause unless and until there shall have been delivered to the Employee a copy of
a resolution,  duly adopted by the affirmative  vote of not less than a majority
of the disinterested  members of the Board of Directors of the Bank at a meeting
of the Board called and held for such purpose  (after  reasonable  notice to the
Employee and an  opportunity  for the  Employee,  together  with the  Employee's
counsel,  to be heard before the Board),  stating that in the good faith opinion
of the Board the  Employee  was  guilty of conduct  constituting  "cause" as set
forth above and specifying the particulars thereof in detail.

                  (c)  Compliance  with  Capital  Requirements.  Notwithstanding
anything in this Agreement to the contrary,  no payments may be made pursuant to
this Section 1 hereof without the prior approval of the Regional Deputy Director
of the OTS if following  such payment the Bank would not be in  compliance  with
its fully phased in capital

                                        2

<PAGE>



requirements as defined in OTS regulations.

         2.  Certain  Reduction  of Payments by the Bank.  (a)  Anything in this
Agreement to the contrary  notwithstanding,  in the event it shall be determined
that  any  payment  or  distribution  by the Bank to or for the  benefit  of the
Employee  (whether paid or payable or distributed or  distributable  pursuant to
the terms of this Agreement or otherwise) (a 'Payment")  would be  nondeductible
(in  whole or part) by the Bank for  Federal  income  tax  purposes  because  of
Section 280G of the Code, then the aggregate present value of amounts payable or
distributable  to or for the benefit of the Employee  pursuant to this Agreement
(such  amounts  payable  or   distributable   pursuant  to  this  Agreement  are
hereinafter referred to as "Agreement Payments") shall be reduced to the Reduced
Amount. The "Reduced Amount" shall be an amount,  not less than zero,  expressed
in present  value which  maximizes  the  aggregate  present  value of  Agreement
Payments  without causing any Payment to be nondeductible by the Bank because of
Section 280G of the Code. For purposes of this Section 2, present value shall be
determined in accordance with Section 280G(d) (4) of the Code.

                  (b) All determinations  required to be made under this Section
2 shall be made by the Bank's independent  auditors,  or at the election of such
auditors  by such other firm or  individuals  of  recognized  expertise  as such
auditors  may  select  (such  auditors  or, if  applicable,  such  other firm or
individual,  are hereinafter  referred to as the "Advisory Firm").  The Advisory
Firm  shall  within ten  business  days of the Date of  Termination,  or at such
earlier  time as is  requested  by the  Bank,  provide  to both the Bank and the
Employee an opinion (and  detailed  supporting  calculations)  that the Bank has
substantial  authority to deduct for federal income tax purposes the full amount
of the Agreement Payments and that the Employee has substantial authority not to
report on her/his  federal  income tax return any excise tax  imposed by Section
4999 of the Code with respect to the Agreement Payments.  Any such determination
and  opinion  by the  Advisory  Firm  shall  be  binding  upon  the Bank and the
Employee.  The  Employee  shall  determine  which and how much,  if any,  of the
Agreement   Payments  shall  be  eliminated  or  reduced   consistent  with  the
requirements  of this Section 2,  provided  that,  if the Employee does not make
such  determination  within ten business days of the receipt of the calculations
made by the Advisory  Firm,  the Bank shall elect which and how much, if any, of
the  Agreement  Payments  shall be  eliminated  or reduced  consistent  with the
requirements  of this Section 2 and shall  notify the Employee  promptly of such
election.  Within five business days of the earlier of (i) the Bank's receipt of
the Employee's  determination  pursuant to the immediately preceding sentence of
this Agreement or (ii) the Bank's  election in lieu of such  determination,  the
Bank  shall pay to or  distribute  to or for the  benefit of the  Employee  such
amounts  as are then due the  Employee  under this  Agreement.  The Bank and the
Employee  shall  cooperate  fully  with the  Advisory  Firm,  including  without
limitation  providing  to  the  Advisory  Firm  all  information  and  materials
reasonably  requested by it, in connection with the making of the determinations
required under this Section 2.

                  (c)      As a result of uncertainty in application of  Section
280G of the

                                        3

<PAGE>



Code at the time of the initial determination by the Advisory Firm hereunder, it
is possible that Agreement Payments will have been made by the Bank which should
not have been made  ("Overpayment")  or that additional  Agreement Payments will
not have been made by the Bank which should have been made ("Underpayment"),  in
each case,  consistent with the calculations  required to be made hereunder.  In
the event that the  Advisory  Firm,  based upon the  assertion  by the  Internal
Revenue  Service  against the Employee of a deficiency  which the Advisory  Firm
believes has a high  probability of success  determines  that an Overpayment has
been made,  any such  Overpayment  paid or distributed by the Bank to or for the
benefit of Employee  shall be treated for all purposes as a loan ab initio which
the Employee  shall repay to the Bank together  with interest at the  applicable
federal rate provided for in Section 7872(f) (2) of the Code; provided, however,
that no such loan  shall be  deemed  to have  been  made and no amount  shall be
payable by the  Employee  to the Bank if and to the extent  such deemed loan and
payment  would not either  reduce the amount on which the Employee is subject to
tax under  Section 1 and  Section  4999 of the Code or generate a refund of such
taxes. In the event that the Advisory Firm, based upon controlling  preceding or
other substantial  authority,  determines that an Underpayment has occurred, any
such  Underpayment  shall be promptly  paid by the Bank to or for the benefit of
the Employee together with interest at the applicable  federal rate provided for
in Section 7872(f)(2) of the Code.

         (d) Any payments  made to the Employee,  pursuant to this  Agreement or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
ss. 1828(k) and any regulations adopted thereunder.

         3. Term. The term of this Agreement  shall be a period of two (2) years
commencing  on  January  31,  2000 and ending on January  30,  2002,  subject to
earlier termination as provided herein.

         4.  Participation  in Other Employee  Benefit Plans. In addition to the
benefits  provided  under this  agreement,  the Employee shall be entitled while
employed to participate in, and receive  benefits  under,  all plans relating to
stock options,  stock purchases,  pension,  thrift,  profit-sharing,  group life
insurance,  medical  coverage,  education,  cash or  stock  bonuses,  and  other
retirement  or  employee  benefits  or  combinations  thereof,  that  are now or
hereafter  maintained for the benefit of the Bank's employees of similar rank or
for its employees generally.

         5.       Termination; Death.

                  (a) In the event Bank terminates the Employee's employment for
cause,  the obligations of the Bank under this Agreement shall cease. In case of
termination  of the  Employee's  employment  for  cause,  the Bank shall pay the
Employee her/his salary through the date of termination, and the Bank shall have
no further  obligation to the Employee under this Agreement.  The Employee shall
have no right to receive any of the  compensation  defined in Section 1(a) after
termination for cause.

                                        4

<PAGE>



                  (b) The Employee's employment may be voluntarily terminated by
the  Employee at any time upon ninety  (90) days  written  notice to the Bank or
upon such  shorter  period as may be agreed upon  between the  Employee  and the
Board of Directors of the Bank. In the event of such voluntary termination,  the
Bank shall be  obligated  to continue to pay the  Employee  her/his  salary only
through the date of termination, at the time such payments are due, and the Bank
shall have no further obligation to the Employee under this Agreement.

                  (c) In the event of the death of the Employee  during the term
of this Agreement and prior to any termination hereunder, the Employee's estate,
or such person as the Employee may have previously designated in writing,  shall
be entitled to receive from the Bank the salary of the Employee through the last
day of employment and this Agreement shall terminate and end on such last day of
employment.

                  (d)  If  the   Employee  is  suspended   from  office   and/or
temporarily  prohibited from  participating in the conduct of the Bank's affairs
by a notice  served  under  Section  8(e) (3) or (g) (1) of the Federal  Deposit
Insurance  Act  ("FDIA"),  12  U.S.C.  ss.  1818(e)  (3);  (g) (l),  the  Bank's
obligations  under this Agreement  shall be suspended as of the date of service,
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Bank may in its  discretion  (i) pay the Employee all or part of
the  compensation  withheld  while its  obligations  under this  Agreement  were
suspended and (ii)  reinstate in whole or in part any of the  obligations  which
were suspended.

                  (e) If the Employee is removed from office and/or  permanently
prohibited from  participating  in the conduct of the Bank's affairs by an order
issued under Section 8(e) (4) or (g) (1) of the FDIA, 12 U.S.C. ss. 1818(e) (4);
(g) (1), all obligations of the Bank under this Agreement shall terminate, as of
the effective  date of the order,  but vested rights of the parties shall not be
affected.

                  (f) If the Bank becomes in default (as defined in Section 3(x)
(1) of the FDIA,  12  U.S.C.  ss.  1813(x)  (1)),  all  obligations  under  this
Agreement  shall  terminate as of the date of default,  but this provision shall
not affect any vested rights of the parties.

                  (g) All obligations  under this Agreement shall be terminated,
except to the extent determined that continuation of this Agreement is necessary
for the  continued  operation of the Bank:  (i) by the Director of the Office of
Thrift  Supervision  ("OTS")  or his or her  designee  at the time  the  Federal
Deposit Insurance Corporation or the Resolution Trust Corporation enters into an
agreement to provide  assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the FDIA, 12 U.S.C.  ss.  1823(c);  or (ii) by the
Director of the OTS or his or her  designee at the time the  Director of the OTS
or his or her designee approves a supervisory merger to resolve problems related
to operation of the Bank or when the Bank is  determined  by the Director of the
OTS to be in an unsafe or unsound condition.

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<PAGE>



         Any rights of the parties that have already vested,  however, shall not
be affected by any such action.

         6. Disability.  If during the term of this Agreement the Employee shall
become disabled or  incapacitated to the extent that she/he is unable to perform
the  duties  of the  Corporate  Secretary  Senior  Vice  President  Data  Center
Coordinator, she/he shall be entitled to receive disability benefits of the type
provided for other  officers of the Bank of similar rank.  If the  employment of
Employee is terminated due to disability or incapacity to perform the duties and
requirements of the  employment,  this Agreement shall terminate and end on such
last day of employment.

         7. No  Assignments.  (a)  This  Agreement  is  personal  to each of the
parties  hereto,  and neither  party may assign or delegate any of its rights or
obligations  hereunder  without first obtaining the written consent of the other
party;  provided,  however,  that the Bank will require any  successor or assign
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  and/or  assets of the Bank,  by; an
assumption  agreement in form and substance  satisfactory  to the  Employee,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that  the Bank  would be  required  to  perform  it if no such
succession or assignment had taken place.  Failure of the Bank to obtain such an
assumption  agreement  prior  to the  effectiveness  of any such  succession  or
assignment shall be a breach of this Agreement and shall entitle the Employee to
compensation  from  the  Bank in the same  amount  and on the same  terms as the
compensation  pursuant to Section 1(a) hereof.  For purposes of implementing the
provisions of this Section 7(a), the date on which any such  succession  becomes
effective shall be deemed the Date of Termination.

                  (b) This  Agreement  and all rights of the Employee  hereunder
shall inure to the benefit of and be enforceable by the Employee's  personal and
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees,  devisees  and  legatees.  If the  Employee  should  die while any
amounts  would still be payable to the  Employee  hereunder  if the Employee had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance  with the terms of this Agreement to the Employee's  devisee,
legatee or other  designee or if there is no such  designee,  to the  Employee's
estate.

         8. Notice.  For the purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  set  forth on the first  page of this  Agreement  (provided  that all
notices to the Bank shall be directed to the attention of the Board of Directors
of the Bank with a copy to the Secretary of the Bank),  or to such other address
as  either  party  may have  furnished  to the other in  writing  in  accordance
herewith.


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<PAGE>


         9.   Amendments.  No amendments or additions to this Agreement shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.

         10. Paragraph  Headings.  The paragraph headings used in this Agreement
are  included  solely  for  convenience  and  shall  not  affect,  or be used in
connection with, the interpretation of this Agreement.

         11.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         12. Governing Law.  This Agreement shall be governed by the laws of the
United States to the extent applicable and otherwise by the laws of the State of
Montana.

         13.  Arbitration.  Any  dispute  or  controversy  arising  under  or in
connection  with this Agreement  shall be settled  exclusively by arbitration in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment may be entered on the  arbitrator's  award in any court having
jurisdiction.


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




                                     SHARON E. WOLDSTAD  Employee

                                     Address:          Potomac, MT 59823


                                     WESTERN SECURITY BANK

                                     By:__________________________________
                                              Ralph K. Holliday, President
                                              and Chief Executive Officer




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