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                                                                   EXHIBIT 10.13

                                     Ragen MacKenzie
                                     Incorporated    999 3rd Avenue, Suite 4300
                                                     Seattle, Washington 98104
                                                     206-343-5000


Mr. James P. Kerr
VIA FAX

Dear Jim:

I am delighted to extend an offer of at will employment to you with the
following terms:

1.  You will assume the position of President and become a member of the Board
    of Directors of Ragen MacKenzie Group Incorporated (RMGI) and Ragen
    MacKenzie Incorporated (RMI). This must be voted upon, however based on my
    discussions with Board Members, I expect there will be no objections.

2.  For the first two years from the commencement of your employment, your
    annual cash compensation will be at least $500,000 per year, consisting of a
    monthly salary of $20,833.33 and an annual bonus of at least $250,000. This
    compensation does not include amounts under #3 and #4. In the event your
    employment is terminated for any reason other than for voluntary resignation
    or cause during this initial two year period of employment, you will still
    receive payments specified in items #2, 3, and 4. Otherwise, except for the
    death benefit specified in #4, payments will be made only so long as you
    continue to be employed.

3.  A one time cash payment of $134,500 upon commencement of employment in
    recognition of your forfeiting some deferred compensation at your present
    employer.

4.  A one time cash payment of up to $300,000 to compensate you for the value of
    your 1998 calendar year bonus from your present employer that you estimate
    will be forfeited upon employment at Ragen MacKenzie. The total one-time
    cash payment will be divided into three installments that will be paid,
    assuming your continued employment, as follows: $100,000 within 60 days of
    commencement of employment; $100,000 on 12/31/1999; and $100,000 on
    12/31/2000. If you receive any bonus from your present employer related to
    your 1998 calendar year service, the total $300,000 payment due from Ragen
    MacKenzie will be reduced by the amount received (up to $300,000) by you;
    the reduction in amount will be applied first to the 12/31/2000 installment,
    next to the 12/31/1999 installment, and finally to the initial installment.
    Your estate is entitled to the payments under #4 if you die prior to
    12/31/2000.

5.  A nonqualified stock option to purchase 100,000 shares of RMGI common stock.
    This option is to be granted at the commencement of your employment and will
    be issued pursuant to the 1998 Stock Incentive Compensation Plan. The option
    will be priced at the closing market price of RMG common stock on the date
    you commence employment. It will have a 3 1/2 year term in which to exercise
    the option, with 1/3/rd/ of the shares vesting annually on each anniversary
    of the option grant date.

6.  After joining RMI, you may solicit and hire an assistant of your choice at a
    wage mutually agreed upon between yourself and RMI.


                  OFFICES IN THE PACIFIC NORTHWEST AND ALASKA


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7.   You agree that you will not divulge at any time any nonpublic information
     received by you concerning RMI's clients, accounts, and business or
     financial aspects.

8.   This offer expires at the close of business on midnight Tuesday, January 5,
     1999. If it is accepted, you will promptly advise your present employer and
     RMI will make a public announcement with one business day of the date you
     advise your present employer. Your employment will commence the date of the
     public announcement by RMI or RMGL. RMI will reimburse you for traveling to
     Minneapolis to advise your employer of your resignation.

If this is acceptable, please sign below and fax or send me a copy. I look
forward to hearing from you.

Sincerely,

 /s/ Lesa Sroufe
Lesa Sroufe
Chairman & Chief Executive Officer, Ragen Mackenzie Group Incorporated

Accepted:

/s/ James P. Kerr
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