CONFIDENTIALITY AGREEMENT

         It is understood that a business relationship is or may be contemplated
between the undersigned parties, Genesis Financial, Inc. and Temporary Financial
Services,  Inc. In this regard, Genesis Financial,  Inc. (hereinafter "GENESIS")
will furnish certain  confidential,  proprietary  information and materials (the
"Confidential  Information")  to John R.  Coghaln,  Brad E. Herr,  and other key
personnel  of Temporary  Financial  Services,  Inc.  (hereinafter  "TFS").  This
Confidentiality Agreement shall apply to John R. Coghlan, Brad E. Herr, TFS, and
any other  employees of TFS to whom the  Confidential  Information  is disclosed
(all of such receivers of confidential  information  are hereafter  collectively
referred to as TFS).

         NOW, THEREFORE, in consideration of GENESIS furnishing the Confidential
Information, and of the mutual covenants contained herein, the undersigned agree
as follows:

1.       The parties  stipulate that the  Confidential  Information  provided by
         GENESIS, whether on paper, communicated electronically or orally, or in
         any other form, is confidential  and  proprietary,  and has independent
         economic value,  and as such the Confidential  Information  constitutes
         the confidential property of GENESIS.

2.       TFS (and its agents, employees and other representatives) agrees to use
         the Confidential  Information solely in connection with the existing or
         contemplated  business  relationship,  and agrees that the Confidential
         Information shall not be used for any other purpose or disclosed to any
         third party under any  circumstances  whatsoever,  unless  specifically
         agreed to by GENESIS in writing.

3.       TFS shall  instruct  each of its  employees who will have access to any
         Confidential  Information as to its  confidential  nature and each such
         employee  shall agree not to disclose the  Confidential  Information to
         anyone for any purpose  without the express  authorization  of GENESIS.
         TFS agrees to be responsible for any breach of this Agreement by any of
         its employees.

4.       Upon the termination of the business  relationship  between the parties
         for any reason,  TFS shall  immediately  return all documents and other
         written, graphical or electromagnetic records or documentation, and any
         and all other material of any kind, relating to any of the Confidential
         Information,  and  will  not  retain  any  copies,  extracts  or  other
         reproductions of any such materials, in whole or in part.

5.       TFS agrees that this Agreement  shall remain in force and effect,  from
         the date  hereof,  during the term of its  business  relationship  with
         GENESIS and for a period of three years  following the  termination  of
         the relationship for any reason.

6.       This  Agreement  shall be governed by and  interpreted  and enforced in
         accordance  with the laws of the United States of America and the State
         of Washington, without regard to its principles of conflicts of law. In
         any action brought with respect to this  Agreement,  the


         parties hereby consent to the personal jurisdiction of each federal and
         state court in the State of Washington.

7.       In the event of any breach of this  Agreement,  TFS agrees that GENESIS
         shall  be  entitled  to  injunctive  relief  as a  cumulative  and  not
         necessarily  successive  or  exclusive  remedy to a claim for  monetary
         damages.

8.       There are no understandings,  agreements or representations, express or
         implied,  with  respect  to the  subject  matter  hereof  that  are not
         specified herein.  This Agreement may not be amended or modified except
         by a written document that specifically refers to this Agreement and is
         signed jointly by the parties  hereto.  This Agreement shall be binding
         upon  and  inure  to the  benefit  of the  undersigned  parties,  their
         successors and assigns.

9.       The failure of either of the undersigned to insist on strict compliance
         with any of the terms,  covenants or conditions of this Agreement shall
         not be deemed a waiver of that term, covenant or condition, or a waiver
         of any other  term,  covenant  or  condition;  nor shall any  waiver or
         relinquishment of any right or power at any one time or times be deemed
         a waiver or  relinquishment  of that  right or power for all or for any
         other times.

10.      If any  provision  in this  Agreement  is held by a court of  competent
         jurisdiction  to be  invalid,  void  or  unenforceable,  the  remaining
         provisions  shall  nevertheless  continue in full force  without  being
         impaired or invalidated in any way.

IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement.

GENESIS FINANCIAL, INC.            TEMPORARY FINANCIAL SERVICES, INC.
By: __Michael A. Kirk______        By: ____/s/John R. Coghlan________
Name: _Michael A. Kirk_____        Name: ___John R. Coghlan__________
Title: __President_________        Title: ____President______________
Date: __1/25/2002__________        Date: ____1/25/2002_______________


                                   __/s/John R. Coghlan____1/25/202__
                                   John R. Coghlan                      Date


                                   __/s/ Brad E. herr_______1/25/2002_
                                   Brad E. Herr                         Date