EXHIBIT 10.9



            105 NORTH FALKENBURG ROAD, SUITE B, TAMPA, FLORIDA 33619
               TELEPHONE (813) 662-0074  FACSIMILE (813) 662-0144


February  7,  2003


Ms.  Wanda  D.  Dearth
3036  Savannah  Oaks  Circle
Tarpon  Springs,  Florida  34688

CONFIDENTIAL

RE:  WANDA  DEARTH  OFFER  SHEET


Dear  Wanda:

As  per  our recent discussions with you, Resolve Staffing, Inc. is very pleased
to  extend  to  you  an  offer  for you to join the Company as President & Chief
Executive  Officer beginning on February 10, 2003. Please understand that as the
Company grows, the Board may consider it necessary to segregate the positions of
President  and  CEO.  You  will  also  be  elected  to  the  Board of Directors.

The  President/CEO will initially report directly to the Board of Directors/Bill
Brown.  The  general  duties  of  the  President/CEO will include the following:

1.     Development  of  a  business  plan  that  sets the general course for the
Company  as  it  relates  to  the staffing industry including detailed financial
projections,  etc.  (In  conjunction  with  Pinnacle  Corporate  Services).

2.     Development  of  a  strategic  plan of action to be incorporated into the
overall  corporate  business  plan  that  defines  the  Company's  short-term,
intermediate-term,  and  long-term goals and objectives and the necessary action
steps  needed  to  accomplish  these  goals and objectives. (In conjunction with
Pinnacle  Corporate  Services).

3.     Further  enhancement  of  the  Company's  current revenue base, including
overseeing  the Falkenburg Rd. operation and attempting to grow revenues at that
location  organically  and  through  the  recruitment  of  additional  staffing
personnel.


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4.     Development  of  an acquisition-based growth plan and the identification,
negotiation, and integration of potential acquisition candidates that fit within
the  overall framework of the Company's plans to consolidate certain segments of
the  staffing  industry.  (In  conjunction  with  Pinnacle  Corporate Services).

5.     Development  and implementation of an investor relations/public relations
plan  that  clearly  and  concisely  articulates  the Company's growth plans and
achievements  to  investors,  the  financial  community, the business community,
local  and  national  press,  etc.  (In  conjunction  with  Pinnacle  Corporate
Services/Lagano  &  Associates).

6.     Creation  of  a  comprehensive publicly-traded company policy manual that
clearly  defines  and articulates the Company's policies and procedures in terms
of  its  compliance  with  the  various  federal  and  state  securities  laws.

7.     Securing capital for the Company's growth efforts, including establishing
relationships with registered broker-dealers and market makers as well as retail
and  institutional  investors.  (In  conjunction  with  Pinnacle  Corporate
Services/Lagano  &  Associates)

8.     Day-to-day  management  and oversight of the Company's existing personnel
and  recruitment  of  additional  personnel  as  needed.

9.     Additional duties as needed consistent with the position of the President
of  a  publicly  traded  growth  company.

For  performing  the  duties of the President/CEO of Resolve Staffing, Inc., the
Company  is  offering the following general terms and compensation (this list is
not  all-inclusive,  the  standard  executive  employment agreement will contain
additional  items)  as  follows:

1.     A  $25,000  cash bonus to be paid no later than 6 months from 2/10/03. At
the  Board's  discretion  the  bonus may be paid prior to the end of the 6-month
period.

2.     100,000  shares  of  restricted  stock  with  unconditional  piggyback
registration  rights,  with  these  rights taking effect after Resolve's current
SB-2  filing becomes effective, paid at signing (It is anticipated, although not
guaranteed  or  promised,  that the stock will have a value of between $0.50 and
$3.00 when the Company's shares initially begin trading on the Overt-the-Counter
Bulletin  Board).


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3.     175,000  restricted shares that will vest over the first twelve months of
the employment term. The shares will be held in escrow during the vesting period
and  will  vest  according  to  the  following  schedule:


a)  30,000  shares  will  be  fully  vested  after  90  days;
b)  45,000  shares  will  be  fully  vested  after  180  days;
c)  50,000  shares  will  be  fully  vested  after  270  days;  and
d)  50,000  shares  will  be  fully vested on the first anniversary of the CEO's
         employment.

     Resolve  Staffing,  Inc. and Wanda Dearth agree that the value of the stock
being  paid  to  Ms. Dearth  for  the  services  under  this  Agreement  is
$38,500.

4.     The President/CEO understands and acknowledges that there will be no cash
compensation  for  the
period  beginning  on  February 10, 2003 through March 30, 2003. The base salary
beginning  on  April 1, 2003 will be $5,000 per month through May 31, 2003, with
an  increase  to  $7,000  per month beginning on June 1, 2003 through August 31,
2003 and a further increase to $10,000 per month beginning on September 1, 2003.
The  President/CEO's  salary  will  be paid bi-weekly. The President/CEO will be
eligible  for  an increase in salary after the first year of employment with all
Compensation  levels  after the first year being determined/negotiated by and/or
with  the  Compensation  Committee  of  the  Board  of  Directors.

5.     The  President/CEO  will  have  the potential to earn additional cash and
stock  compensation  based  on  enhancement  of  revenue,  i.e.  new  customer
relationships,  recruitment  of  staffing  employees,  etc.  The  Compensation
Committee  of the Board of Directors will set specific milestones for additional
compensation  within  90  days  of  the  President/CEO's  employment.

6.     A  3-year  employment  contract  with an automatic annual renewal and the
option  to  sever  from  the  Company  after  six  months  with  no penalty. The
employment contract will stipulate that should the Company be acquired or should
the  President/CEO  be  terminated  for reasons other than for cause, then there
will  be  a severance component including payment of the remainder of the salary
for  the  life  of  the  contract.

7.     A  year-end  bonus  based  on  profitability  of  the  Company.  Specific
profitability  milestones  for  bonus  purposes  will  be  determined  as  time
progresses  by the Board of Directors. (The bonus structure will be developed by
the  Compensation  Committee  of  the  Board of Directors within 180 days of the
President/CEO's  employment  with  the  Company).


8.     The  first  90  days  of  the  President/CEO's  employment  will  be  a
probationary  period.  The  Board  of  Directors  will  give the President/CEO a
90-day  review  and  if  the  review  is  unsatisfactory  as  to  the
President /CEO 's  job  performance,  the  Company  may  at  its discretion
terminate  the President /CEO without penalty . If at the end of 90
days the Company in its discretion decides to terminate the President /CEO
for  reasons  other  than  for cause or unsatisfactory job performance, then the
President /CEO  will  receive  a  $25,000  severance  payment.

9.     The  President/CEO  will  sign  a  confidentiality/non-disclose agreement
specifically  in  regards  to  Resolve Staffing, Inc. and a separate non-compete
agreement  consistent  with  industry  standards  based  on payout and length of
employment.

10.     The  President/CEO  will devote substantially all of his/her time to the
business of the Company, except in regards to situations that are disclosed upon
initial  employment  or  that are approved as outside activities by the Board of
Directors.


If  these  terms  are  acceptable  to  you,  we will draw up a formal employment
agreement  as  soon  as  possible. This offer shall expire if not accepted on or
before  5:00  PM,  February  7,  2003.

If  this memorandum accurately sets forth the general terms and conditions under
which  you are willing to enter into the transaction contemplated hereby, please
so  indicate  by  signing  below  and  faxing  an  executed  copy to me at (813)
354-4795.  The  current  shareholders, management, employees, and consultants of
Resolve  Staffing, Inc. look forward to working with you to maximize shareholder
value  and  grow  the  Company.


Very  Best  Regards,



/s/ Donald  E.  Quarterman
President,  On  Behalf  of  the  Board  of  Directors


ACCEPTED  &  AGREED  TO:


By:     /s/  Wanda  D.  Dearth
   -------------------------------
       Wanda Dearth

Date: 2/7/03

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