Exhibit 10.33

                                    AGREEMENT


         This Agreement is made as of March 10, 2000 between WESTAR FINANCIAL
SERVICES INCORPORATED , a Washington corporation (the "Company") and & CAPITAL,
PARTNERS, L.P. (the "Lender").


                                    Recitals

         A.       The Company executed and delivered to Lender a promissory note
                  in the principal amount of $500,000 dated January 26, 1998
                  (the "Note").

         B.       The Note matured on March 26, 1998 and was extended.

         C.       The Parties are entering into this Agreement to extend the
                  maturity date for payment of the Note.


                                    Agreement

         NOW, THEREFORE, the parties agree as follows:

-        Maturity Date.  The maturity date of the Note is hereby extended to
          April 30, 2001.

2.       Subordination. The Bank One Security Interest shall be and remain at
all times a lien or charge on the Residual Interest, prior and superior to the
lien or charge of Lender under the Lender Security Agreement.

3.       Acknowledgment of Subordination. Lender acknowledges that it hereby
intentionally waives, relinquishes and subordinates the priority and superiority
of the lien or charge of the Lender Security Agreement in favor of the lien or
charge of the Bank One Security Interest upon the Residual Interest, and
understands that in reliance upon and in consideration of this waiver,
relinquishment and subordination, specific loans and advances are being and will
be made and specific monetary and other obligations are being and will be
entered into by third parties which would not be made or entered into but for
such reliance upon this waiver, relinquishment and subordination. Lender agrees
to execute such further documents as either Bank One or the Company may
reasonably request to reflect, implement or confirm such subordination.

4.       Entire Agreement. This Agreement contains the whole agreement between
the parties hereto with respect to its subject matter, and supersedes all prior
agreements whether written or oral.

5.       Binding Effect. This Agreement shall enure to the benefit of and be
binding upon the legal representatives, heirs, successors and assigns of the
parties.

6.       Continuing Effect. Except as specifically modified or amended hereby,
the Note and the Lender Security Agreement shall continue in full force and
effect in accordance with their terms.


         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.


                                    Page 36




                                     WESTAR FINANCIAL SERVICES INC.


                                     By:___________________________
                                     R.W. Christensen, Jr.
                                     Its President



                                     & CAPITAL, PARTNERS, L.P.

                                     By:___________________________
                                     David C. Soward
                                     Managing General Partner