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                                                                    EXHIBIT 10.5

                   NETSTAFF, INC. STAFFING COMPANY AGREEMENT

This Agreement as of      sets forth the agreement between NetStaff, Inc.
("NetStaff") and ________________________________ (the "Staffing Company")
whereby the Staffing Company will provide qualified candidates for employment
for placement on the NetStaff MLS database on the Internet.

DUTIES OF NETSTAFF. In consideration of the covenants contained herein, NetStaff
agrees to display on its NetStaff MLS database of qualified candidates (the
"Service") those candidates provided by the Staffing Company (the "Candidates",
each a "Candidate"). NetStaff shall display the information regarding each
Candidate provided by the Staffing Company electronically by remote,
password-protected access by the Staffing Company to the Service set forth (the
"Selected Information") on the Service for the earlier of (i) a term of ninety
(90) days, which days need not be successive and which term shall automatically
terminate unless either NetStaff or the Staffing Company provide notice of
renewal, (ii) the receipt by NetStaff of notice that the Candidate has accepted
a job assignment with any company, organization or enterprise which located such
Candidate through the Service (a "Hiring Company") or otherwise, (iii) the
election by NetStaff to remove any candidate from display on the Service, which
election shall be at the sole discretion of NetStaff. Further, NetStaff agrees
to provide Staffing Company a password (the "Password") through which Staffing
Company may access the Services for the sole and exclusive purpose of remotely
providing Candidates for the System and the administration of those records.

DUTIES OF STAFFING COMPANY. Staffing Company agrees: (i) to provide the
Candidates to NetStaff, (ii) to pay to NetStaff, the fee of 5% of the
Candidate's annual salary for a permanent hire; and a fee of 3% of the bill
rate up to one year of service for temporary or contract hire, after the
Candidate begins the assignment (the "NetStaff Fee"), which NetStaff Fee shall
not be reduced or otherwise affected by any agreement between the Staffing
Company and any third party; and (iii) to use its best efforts to interview and
screen each Candidate and to verify the Selected Information. NetStaff billing
for permanent hires will be issued upon candidates hire date; temporary or
contract hires will be billed on a weekly basis. Invoices are payable upon
receipt. If the candidate you place does not work out and you need to refund the
placement fee, NetStaff will credit (or refund if paid) the fee NetStaff
billed.

CONFIDENTIALITY. NetStaff agrees to use reasonable efforts to maintain the
confidentiality of each Candidate's name, address, telephone number, facsimile
number, electronic mail address as well as the Password. Furthermore, NetStaff
agrees not to directly market any Candidate for placement with any Hiring
Company except as provided in this Agreement.

INDEMNIFICATION. Staffing Company shall indemnify and hold harmless, NetStaff
for any claims related to or arising from any Candidate misrepresentations or
any act or omission by the Candidate in the course of the Candidate's employment
with the Hiring Company.

VERIFICATION RIGHT. Staffing Company shall keep accurate records related to the
employment of the Qualified Candidates. NetStaff shall retain the right to
review the records of the Staffing Company (either by its own act or by
engagement of an independent party selected by NetStaff in its sole discretion)
to ensure that Staffing Company has complied with its obligation to pay NetStaff
the NetStaff fee. In the event that any underpayment is revealed by such review,
Staffing Company shall immediately pay NetStaff the amount of underpayment, as
well as the costs of such verification.

GENERAL PROVISIONS. General Provisions in Exhibit "A" attached hereto constitute
one and the same of this instrument.

COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument.

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

The Staffing Company has the power and authority to enter into this Agreement to
fully perform its obligations hereunder, and that the execution of this
Agreement does not violate any agreement between Staffing Company and any
individual or entity. Staffing Company agrees to use reasonable efforts to keep
its Password secure and confidential. Any failure of Staffing Company to
successfully maintain the security and confidentiality of the Password shall be
the sole responsibility of Staffing Company. Staffing Company's obligations
hereunder attach irrespective of payment of any fee to Staffing Company by
Hiring Company.


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TERMINATION Either party may terminate this Agreement at any time, with written
notice to the other. In the event of termination, NetStaff shall, as soon as
practicably possible, remove the Candidates from the Service. The obligation of
the Staffing Company to pay any NetStaff Fee shall survive termination as will
the verification review right provided above.

ENTIRETY OF AGREEMENT This Agreement constitutes the complete understanding and
agreement between NetStaff and the Staffing Company with respect to the
transactions contemplated, and supersedes any and all prior or contemporaneous
oral or written representation, understanding, agreement or communication
between NetStaff and Staffing Company concerning the subject matter hereof.
Neither party is relying upon any warranties, representations, assurances or
inducements not expressly set forth herein.

NOTICES All notices which either party is required or may desire to serve upon
the other party shall be in writing and addressed to the party to be served as
follows:

NETSTAFF, INC.               STAFFING COMPANY:
                                              ----------------------------------

168 South Park               Address:
                                     -------------------------------------------

San Francisco CA 94107       City/ST/ZIP:
                                         ---------------------------------------

Telephone: (415) 908-1000    Telephone:
                                       -----------------------------------------

Facsimile: (415) 908-1010    Facsimile:
                                       -----------------------------------------

Email: netstaff@netstaff.com Email:
                                   ---------------------------------------------


All amendments or modifications of this Agreement shall be binding upon the
parties so long as the same shall be in writing and executed by each of the
parties hereto. It is expressly understood and agreed that no usage of trade or
other regular practice or method of dealing between the parties hereto shall be
used to modify, interpret, supplement or alter in any manner the express terms
of this Agreement or any part hereof.

Nothing in this Agreement is intended or shall be construed to give any person,
other than the parties hereto, any legal or equitable right, remedy, or claim
under or in respect of this Agreement or any provision contained herein.

This Agreement and the Staffing Company's rights, duties and obligations
hereunder are personal to the Staffing Company and may not be assigned,
delegated or otherwise transferred by the Staffing Company, or by operation of
law, without the prior written consent of NetStaff, which consent may be granted
or withheld by NetStaff in its sole discretion. NetStaff may assign its rights,
duties and obligations to any successor for substantially all of NetStaff's
business.

    This Agreement shall be governed by the laws of the State of California
applicable to contracts entered into and to be performed entirely within the
State of California.




NETSTAFF, INC.                      STAFFING COMPANY

By:                                         By:
   -----------------------------               --------------------------------

Print Name:                                 Print Name:
           ---------------------                       ------------------------

Title:                                      Title:
      --------------------------                  -----------------------------

                                                                         2/29/00