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EXHIBIT 10.10


                             RESOLVE STAFFING, INC.

                              5% SUBORDINATED  NOTE
                              DUE  MARCH 31,  2004

Number:            1
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Principal  :  $     67,000
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Original  Issue  Date:  December  31,  2003
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Registered  Holder:          William  A.  Brown
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                                      (name)

     Resolve  Staffing,  Inc.,  a Nevada corporation, and its subsidiary Integra
Staffing,  Inc.,  a  Florida  corporation  (collectively  referred  to  as  the
"Company")  with principal offices at 105 N. Falkenburg Road, Suite B, Tampa, FL
33619,  for value received, hereby promises to pay the registered holder hereof,
William  A.  Brown, whose post office address is P. O. Box 9127,  Tampa, Florida
33674  (the  "Holder") the principal sum set forth above on March 31, 2004  (the
"Maturity Date"), in such coin or currency of the United States of America as at
the  time  of  payment  shall  be the legal tender for the payment of public and
private  debts,  and  to  pay  interest,  less any amounts required by law to be
deducted  or  withheld,  computed  on the basis of a 365-day year, on the unpaid
principal  balance  hereof  from the date hereof (the "Original Issue Date"), at
the  rate  of  5%  per  year, until such principal sum shall have become due and
payable.  Interest  payments will be made at the address of the Holder set forth
on  the  Company's  Note  Register  and will be paid quarterly in arrears on the
fifth day following the end of each three-month period beginning March 31, 2003.
All  references  herein  to  dollar  amounts  refers  to  U.S.  dollars.

     By  acceptance  and  purchase  of  this  Note, the registered holder hereof
agrees  with  the  Company that the Note shall be subject to the following terms
and  conditions:

     1.     Authorization  of  Notes.  The  Company has authorized the issue and
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sale  of  its  5%  Subordinated  Note due March 31, 2004  (the "Note," such term
includes any notes which may be issued in exchange or in replacement thereof) in
the  aggregate  principal  amount  of  not  more  than  U.S.  $67,000.

     2.     Transfer  or Exchange.  Prior to due presentation to the Company for
            ---------------------
transfer  of  this  Note, the Company and any agent of the Company may treat the
person in whose name this Note is duly registered on the Company's Note Register
as  the owner hereof for the purpose of receiving payment as herein provided and
for  all  other  purposes.

     3.     Prepayment  of  Note.
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          The  Company  may  prepay  the  Note at any time, in whole or in part,
without  penalty  or  premium,  upon  five  days  prior  written  notice.


          4.     Replacement  of  Note  Certificate.  Upon  receipt  of evidence
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satisfactory  to  the  Company  of  the  certificate loss, theft, destruction or
mutilation  of  the Note certificate and, in the case of any such loss, theft or
destruction,  upon  delivery of a bond of indemnity satisfactory to the Company,
or,  in  the case of any such mutilation, upon surrender and cancellation of the
Note  certificate, the Company will issue a new Note certificate, of like tenor,
in  lieu  of  such  lost,  stolen,  destroyed  or  mutilated  Note  certificate.

     5.     Default.  If  any  of the following events (herein called "Events of
            -------
Default")  shall  occur:
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(a)     if the Company shall default in the payment or prepayment of any part of
the  principal  of any of the Notes after the same shall become due and payable,
whether  at  maturity  or  at  a date fixed for prepayment or by acceleration or
otherwise,  and  such  default  shall  continue  for  more  than  30  days;  or
(b)     if  the  Company  shall  default  in  the  payment of any installment of
interest  on  any of the Notes for more than 30 days after the same shall become
due  and  payable;  or
(c)     if  the Company shall make an assignment for the benefit of creditors or
shall  be  unable  to  pay  its  debts  as  they  become  due;  or
(d)     if the Company shall dissolve; terminate its existence; become insolvent
on a balance sheet basis; commence a voluntary case under the federal bankruptcy
laws  or under any other federal or state law relating to insolvency or debtor's
relief;  permit the entry of a decree or order for relief against the Company in
an  involuntary  case  under  the  federal  bankruptcy  laws  or under any other
applicable  federal  or  state  law  relating  to insolvency or debtor's relief;
permit  the appointment or consent to the appointment of a receiver, trustee, or
custodian of the Company or of any of the Company's property; make an assignment
for the benefit of creditors; or admit in writing to be failing generally to pay
its  debts  as  such  debts  become  due;  or

(e)     if  the  Company  shall default in the performance of or compliance with
any  agreement,  condition  or  term  contained in this Note or any of the other
Notes  and  such  default  shall  not  have been cured within 30 days after such
default;  or

(f)     Any of the representations or warranties made by the Company herein,  or
in  any  certificate  or  financial  or other statements heretofore or hereafter
furnished  by  or  on behalf of the Company in connection with the execution and
delivery  of  this Note  shall be false or misleading in any material respect at
the  time  made;

then and in any such event the Holder of this Note shall have the option (unless
the  default shall have theretofore been cured) by written notice to the Company
to  declare  the  Note to be due and payable, whereupon the Note shall forthwith
mature  and  become  due  and payable, at the applicable prepayment price on the
date  of  such notice, without presentment, demand, protest or further notice of
any  kind,  all of which are hereby expressly waived, anything contained in this
Note  to  the  contrary  notwithstanding.  Upon  the  occurrence  of an Event of
Default,  the  Company  shall promptly notify the Holder of this Note in writing
setting  out  the  nature  of  the  default  in  reasonable  detail.

     6.     Remedies  on  Default;  Notice  to Other Holders. In case any one or
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more of the Events of Default shall occur, the Holder may proceed to protect and
enforce  his  or  her  rights  by  a  suit  in  equity,  action  at law or other
appropriate  proceeding,  whether,  to  the  extent  permitted  by  law, for the
specific  performance of any agreement of the Company contained herein or in aid
of the exercise of any power granted hereby. If any Holder of one or more of the
Notes  shall  declare  the same due and payable or take any other action against
the  Company  in respect of an Event of Default, the Company will forthwith give
written notice to the Holder of this Note, specifying such action and the nature
of  the  default  alleged.

     7.     Changes,  Waivers. etc.  Neither this Note nor any provisions hereof
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may be changed, waived, discharged or terminated orally, but only by a statement
in  writing signed by the party against which enforcement of the change, waiver,
discharge  or termination is sought, except to the extent provided in Section 15
of  this  Note.
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     8.     Entire  Agreement.  This  Note  embodies  the  entire  agreement and
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understanding  between  the  Holder  and  the  Company  and supersedes all prior
agreements  and  understandings  relating  to  the  subject  matter  hereof.

     9.     Multiple  copies of this document may be executed, and each shall be
accorded  the  same  treatment  as  the  other.

     10.     Governing  Law,  Jurisdiction,  etc.
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(a)   It  is  the intention of the parties that the laws of the State of Florida
shall  govern  the  validity of this Note, the construction of its terms and the
interpretation  of  the  rights  and  duties  of  the  parties.

(b)     In the case of any dispute, question, controversy or claim arising among
the parties hereto which shall arise out of or in connection with this Note, the
same  shall  be  submitted to arbitration before a panel of three arbitrators in
Sarasota,  Florida,  in  accordance  with  the rules of the American Arbitration
Association.  The  arbitrator selected mutually by the parties shall be selected
within  thirty  (30)  days  after notification by the Claimant to the Respondent
that it has determined to submit such dispute, question, controversy or claim to
arbitration.  The  decision  of the arbitrator shall be final and binding on the
parties  and  enforceable  in any court of competent jurisdiction.  The costs of
the  arbitration  will be imposed upon the Claimant and Respondent as determined
by  the  arbitrator or, failing such determination, will be borne equally by the
Claimant  and  the  Respondent.  The  successful  or prevailing party or parties
shall  be entitled to recover reasonable attorneys fees in addition to any other
relief  to  which  it  may  be  entitled.

(c)     In  the  event  of  any  dispute, question, controversy or claim arising
among  the  parties  hereto  which shall arise out of or in connection with this
Note,  the  parties  shall  keep  the  proceeding related to such controversy in
strict  confidence and shall not disclose the nature of said dispute, the status
of  the  proceeding  or  any  testimony,  documents  or  information obtained or
exchanged  in  the course of said proceeding without the express written consent
of  all  parties  to  such  dispute.


                                        RESOLVE  STAFFING,  INC.

[Corporate  Seal]

                                   By:    /s/  Cristino  L.  Perez
                                          ------------------------
                                          Cristino  L.  Perez
                                          Chief  Financial  Officer
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