Consulting Agreement - Dan Seifer


    


    January
      9, 2006

    


    Mr.
      Ron
      Heineman

    CEO

    Resolve,
      Staffing, Inc. 

    3235
      Omni
      Drive

    Cincinnati,
      OH 45245

    


    Re:
      Business Advisory Agreement

    


    Dear
      Ron:

    


    I
      wish to
      thank Resolve Staffing, Inc. (the “Company”) for the opportunity to represent
      you as a business advisor in connection with the Company’s growth and expansion
      efforts. The purpose of this letter (the “Agreement”) is to set forth the terms
      and conditions under which Dan Seifer (the “Consultant”) SCI agrees to serve the
      Company as a business advisor. 

    


    
      	1.  	
              Services.
                Consultant shall use its best efforts to perform the following services
                in
                a timely manner:

            


    

    


    
      	(a)  	
              Business
                Plan Development -
                Become familiar with the business and operations of the Company and
                review
                and analyze the Company’s formal and informal financial, strategic, and
                business plans. In conjunction with the Company, prepare and update
                a
                formal strategic business plan along with a detailed financial
                model/projection, and update the business plan and financial model
                as
                needed during the term of this
                Agreement;

            


    

    
      	(b)  	
              Strategic
                Consulting -
                Assist the Company in sourcing and locating joint-venture partners.
                Advise
                the Company in strategic planning matters and assist in the implementation
                of short- and long-term strategic planning initiatives to fully develop
                and enhance the Company’s assets, resources, products, and technologies.
                Provide
                advice to and consult with the Company concerning management, product
                marketing, strategic planning, and corporate organization in connection
                with the Company’s business and advise the Company regarding its overall
                development, progress, needs, and condition. If requested by the
                Company,
                assist in the due diligence of prospective strategic
                partners.

            


    

    
      	(c)  	
              Other
                Services -
                Perform
                other services as may be reasonably requested by the Company that
                are
                within the normal scope of operations of Dan
                Seifer.

            


    

    


    
      	2.  	
              Term.
                This
                Agreement shall be in effect for twelve (12) months from the date
                of
                acceptance by the Company unless either party terminates the Agreement
                by
                providing the other party with 30 (thirty) days’ written notice.
                

            


    

    


    
      	3.  	
              Consideration.
                For the advice and services to be provided by the Consultant to the
                Company under this Agreement, the Company agrees to pay the Consultant
                a
                business advisory fee consisting of options to purchase up to
                4,000,000
                shares of the Company’s common stock at a price of $1.50 per
                share.
                These option shall expire upon the termination of this
                agreement.

            


    

     

    
      	4.  	
              Indemnity.
                The
                Company agrees to indemnify, defend, and hold harmless the Consultant
                and
                its affiliates, directors, officers, counsel, employees, agents,
                members,
                managers successors, assigns, and controlling persons (as defined
                in the
                Act) (each, an “Indemnified Party”) from and against any and all losses,
                claims, damages, costs, expenses, and liabilities (including any
                investigatory, legal, and other expenses incurred as they are incurred
                by
                an Indemnified Party in connection with preparing for or defending
                any
                action, claim, or proceeding, whether or not resulting in any liability)
                (collectively, “Indemnifiable Losses”) to which any Indemnified Party may
                become subject or liable relating to or arising out of (a) the Agreement
                or the services to be performed under the Agreement or any agreement
                between the parties to this Agreement, (b) any transactions referred
                to in
                the Agreement or any transactions arising out of the transactions
                contemplated by the Agreement, (c) any inaccuracy in or breach in
                the
                representations and warranties of the Company contained in this Agreement,
                and (d) any failure of the Company to perform its obligations under
                this
                Agreement, provided that the Company shall not be liable to an Indemnified
                Party in any such case to the extent that any such Indemnifiable
                Loss is
                found in a final, nonappealable judgment by a court of competent
                jurisdiction to have resulted as a direct and proximate cause from
                the
                willful misconduct or gross negligence of an Indemnified Party. No
                Indemnified Party shall be liable, responsible, or accountable in
                damages
                and costs and expenses (including attorneys’ fees) under this Agreement
                except for any liability for losses, claims, damages, or liabilities
                finally judicially determined to have resulted solely and exclusively
                from
                actions taken or omitted to be taken as a direct result of such
                Indemnified Party’s gross negligence or willful misconduct. If for any
                reason, except as specifically provided herein, the foregoing indemnity
                for Indemnifiable Losses is unavailable to an Indemnified Party or
                insufficient to fully hold any Indemnified Party harmless, then the
                Company agrees to contribute to the amount paid or payable by such
                Indemnified Party as a result of such Indemnifiable Losses in such
                proportion as is appropriate to reflect the relative benefits received
                by
                and fault of the Company, on the one hand, and the relative benefits
                received by and fault of the Consultant, on the other hand. The Company
                agrees that it will not settle, compromise, or consent to the entry
                of any
                judgment in any pending or threatened claim, action, or proceeding
                in
                respect of which indemnification could be sought under the indemnification
                provision of this Agreement (whether or not the Consultant or any
                other
                Indemnified Party is an actual or potential party to such claim,
                action,
                or proceeding), unless such settlement, compromise, or consent includes
                an
                unconditional release of each Indemnified Party from all liability
                arising
                out of such claim, action, or
                proceeding.

            


    

    


    
      	5.  	
              Non-Circumvent
                Agreement.
                The Company agrees that all third parties introduced to it by the
                Consultant represent significant efforts and working relationships
                that
                are unique to, and part of, the work product and intellectual capital
                of
                the Consultant. Therefore, without the prior specific written consent
                of
                the Consultant the Company agrees to refrain from conducting direct
                or
                indirect business dealings of any kind with any third party so introduced
                by the Consultant, with the exception of third parties with which
                the
                Company has previously had a formal business relationship, for
                a period of eighteen months from the initial introduction made during
                the
                course of this Agreement. In the event of a violation of this
                provision,
                the Consultant shall be entitled to obtain on an ex
                parte
                application, appropriate injunctive relief from any court of competent
                jurisdiction, together with and including all remedies available
                at law.
                This provision shall survive the remaining obligations and performance
                due
                hereunder.

            


    

    


    
      	6.  	
              Legal
                Matters.
                This Agreement shall be interpreted under and governed by the laws
                of the
                State of Ohio. Any controversy, dispute, or claim between the parties
                relating to this Agreement shall be resolved by binding arbitration
                in
                Cincinnati, Ohio, in accordance with the rules of the American Arbitration
                Association. The parties agree that in the event that any controversy,
                dispute, or claim between the parties relating to this Agreement,
                is
                resolved by binding arbitration, the prevailing party, as determined
                by
                the arbitrator's award, shall be entitled to reimbursement of all
                expenses
                including reasonable attorney's fees; provided that in no event shall
                the
                arbitrator have the authority to award punitive
                damages.

            


    

    


    
      	7.  	
              Independent
                Contractor.
                The Consultant is an independent contractor and may engage in other
                business activities. Since the Consultant is an independent contractor,
                nothing in this Agreement shall be interpreted to constitute that
                the
                Consultant is an agent of, employee of, or partner of the Company,
                nor
                shall either party have any authority to bind the other. Therefore,
                the Consultant cannot commit the Company to actions, or contracts
                or deals
                without advance written authorization from the Company.
                In
                its capacity as an independent contractor, the Consultant agrees,
                and the
                Company agrees, that the Consultant has the sole right to control
                and
                direct the means, manner, and method by which the services required
                by
                this Agreement will be performed and the Company shall not withhold
                from
                the Consultant’s compensation any amount that would normally be withheld
                from an employee’s pay.

            


    

    


    
      	8.  	
              Entire
                Agreement. This
                Agreement constitutes the entire agreement between the parties pertaining
                to the subject matter hereof and supersedes and cancels any prior
                communications, representations, understandings, and agreements between
                the parties. No modifications of or changes to this Agreement shall
                be
                binding, nor can any of its provisions be waived, unless agreed to
                in
                writing by the parties.

            


    

    


    
      	9.  	
              Confidentiality.
                The
                parties agree that the terms and all of the encompassing components
                of
                this Agreement shall be kept confidential, unless this information
                is
                required to be disclosed pursuant to any inquiries by federal, state,
                or
                local law enforcement.

            


    

    


    


    Very
      Truly Yours,

    


    


    Dan
      Seifer

    


    


    


    By:_/s/
      Dan Seifer______

          
      Dan Seifer

    


    


     

    


    ACCEPTED
      AND AGREED TO THIS __9__ DAY OF __January____, 2006.

    


    


    Resolve
      Staffing, Inc.

    


    


    


    By:
      _/s/ Ron Heineman________ 

       Ron
      Heineman, CEO