Exhibit 4.3

                           COLUMBIALUM STAFFING, INC.

                        18% SUBORDINATED CONVERTIBLE NOTE
                              DUE SEPTEMBER 1, 2002


Number: __________________________________________

Principal: $______________________________________

Original Issue Date:  March ___, 2002

Registered Holder: _______________________________
                              (name)


         Columbialum  Staffing,  Inc., a Nevada corporation (the "Company") with
principal  offices at 310 E.  Harrison,  Tampa,  FL 33602,  for value  received,
hereby promises to pay the registered holder hereof (the "Holder") the principal
sum set forth above on October 1, 2002,  unless  such date has been  extended by
the Company pursuant to Section 3, below (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 18% per year,  until such
principal  sum shall have become due and payable,  or has been  converted by the
Holder  pursuant  to Section 5,  below.  Interest  payments  will be made at the
address of the Holder set forth on the Company's  Note Register and will be paid
monthly in arrears on the fifth day of each  month  beginning  May 5, 2002.  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
sale of its 18%  Subordinated  Convertible Note due October 1, 2002 (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. $250,000.

         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. Option to Extend  Payment Date. The Company may, at its sole option,
by written  notice given to Holder not less than five days prior to the maturity
date,  extend the Maturity  Date for up to two  successive  three month  periods
ending January 1, 2003 and April 1, 2003, respectively.

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         4. Prepayment of Note.

                  Subject to the Holders right to convert this Note as set forth
in Section 5, the Company may prepay the Note at any time,  in whole or in part,
without penalty or premium, upon five days prior written notice.

         5. Conversion of Notes.

                  5.1      Conversion of the Note.

                  (a)      Right to  Convert.  The  record  holder  of this Note
                           shall be  entitled,  on or after the Date of Original
                           Issuance,  at the  option of the  Holder,  to convert
                           this  Note,  in whole or in part,  into the number of
                           fully-paid and non-assessable  shares of Common Stock
                           determined as follows:

                           Number of shares issued upon conversion = Principal /
Conversion Price, where:

                           *Principal = the  principal  amount of the Note(s) to
                  be converted;

                           *Conversion Price = $2.00.

                  5.2 Exercise of Conversion Privilege. In order to exercise the
conversion  privilege,  the Holder shall surrender such Note,  together with the
Notice of Conversion  annexed hereto as Exhibit 1 appropriately  endorsed to the
Company at its principal  office,  accompanied  by written notice to the Company
(a) stating that the Holder elects to convert the Note or a portion thereof, and
if a portion,  the amount of such  portion in  multiples  of $1,000 in principal
amount,  and (b)  setting  forth the name or names  (with  address) in which the
certificate  or  certificates  for  shares of Common  Stock  issuable  upon such
conversion  shall be issued.  Provided  the Note is received  properly  endorsed
promptly by the Company,  the date of conversion of such Note shall be deemed to
be the date of  receipt of Notice of  Conversion,  even if the  Company's  stock
transfer  books are at that time  closed,  and the  converting  Holder  shall be
deemed to have  become,  on the date of  conversion,  the  record  holder of the
shares of Common  Stock  deliverable  upon such  conversion.  If the Note is not
received,  properly  endorsed by the fifth  business day  following the date the
Company receives Notice of Conversion, the date of conversion shall be deemed to
be the date the Note is  received,  provided  that such later  receipt  will not
lower the Conversion Price stated in the Notice of Conversion.

                  As soon as reasonably  possible  after the date of conversion,
the Company shall issue and deliver to such  converting  Holder a certificate or
certificates for the number of shares of Common Stock due on such conversion. No
adjustments  in respect of  interest  or cash  dividends  shall be made upon the
conversion of any Note or Notes.

                  Upon conversion of the Note in part, the Company shall execute
and deliver to the Holder thereof, at the expense of the Company, a new Note, in
aggregate  principal amount equal to the unconverted  portion of such Note. such
new Note  shall  have the same terms and  provisions  other  than the  principal
amount as the Note or Notes surrendered for conversion.

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                  5.3 Duration of Conversion  Privilege.  The right to subscribe
for and purchase  shares of Common Stock  pursuant to the  conversion  privilege
granted  herein shall  commence on the  Original  Issue Date and shall expire at
5:00 p.m.,  New York time on the Maturity  Date, as such date may be extended by
the Company in accordance with Section 3.

                  5.4 Stock Fully Paid;  Restricted.  The Company  covenants and
agrees that:

                  (a)      all shares  which may be issued upon the  exercise of
                           the conversion  privilege  granted herein will,  upon
                           issuance  in  accordance  with the terms  hereof,  be
                           fully paid,  nonassessable,  and free from all taxes,
                           liens and charges (except for taxes, if any, upon the
                           income  of the  Holder)  with  respect  to the  issue
                           thereof, and that the issuance thereof shall not give
                           rise  to any  preemptive  rights  on the  part of the
                           stockholders;

                  (b)      the failure of the  Company to issue  shares upon the
                           conversion   of  the  Note  will   cause  the  holder
                           immediate irreparable harm.

                  5.5 Antidilution Provisions. The following provisions apply to
the Note:

                  (a)      In case the Company  shall (i) pay a dividend or make
                           a  distribution  in  shares  of  Common  Stock,  (ii)
                           subdivide its outstanding shares of Common Stock into
                           a greater  number of  shares of Common  Stock,  (iii)
                           combine its outstanding shares of Common Stock into a
                           smaller number of shares of Common Stock, (iv) make a
                           distribution  on its  Common  Stock in  shares of its
                           capital stock other than Common  Stock,  or (v) issue
                           by   reclassification   of  its  Common  Stock  other
                           securities of the Company,  the conversion  privilege
                           of the Note and the  Conversion  Price then in effect
                           immediately  prior  thereto shall be adjusted so that
                           the Holder  shall be entitled to receive the kind and
                           number of shares of Common Stock and other securities
                           of the  Company  which it would  have  owned or would
                           have been  entitled to receive after the happening of
                           any of the events  described above, had the Note been
                           converted  immediately prior to the happening of such
                           event or any record date with  respect  thereto.  Any
                           adjustment  made pursuant to this paragraph (a) shall
                           become effective immediately after the effective date
                           of such event retroactive to the record date, if any,
                           for such event.

                  (b)      In case the  Company  shall  issue  rights,  options,
                           warrants or convertible  securities to all holders of
                           its Common stock, without any charge to such holders,
                           entitling them to subscribe for or to purchase shares
                           of Common  Stock at a price per share  which is lower
                           at the  record  date  mentioned  below  than the then
                           current   Conversion   Price,  the  Conversion  Price
                           thereafter  shall be  determined by  multiplying  the
                           then current  conversion  Price by a fraction (but in
                           no event  greater  than 1), of which the  denominator
                           shall be (i) the number of shares of the common stock
                           outstanding immediately prior to the issuance of such
                           rights,  options,  warrants or convertible securities

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                           plus (ii) the number of  additional  shares of Common
                           Stock offered for  subscription  or purchase,  and of
                           which the numerator shall be (x) the number of shares
                           of Common Stock outstanding  immediately prior to the
                           issuance  of  such  rights,   options,   warrants  or
                           convertible  securities plus (y) the number of shares
                           which  the  aggregate  offering  price  of the  total
                           number of shares  offered would convert at the higher
                           of the then  current  Market  Price,  or then current
                           Conversion  Price.  Such  adjustment  shall  be  made
                           whenever   such   rights,   options,    warrants   or
                           convertible  securities are issued,  and shall become
                           effective  immediately  and  retroactively  after the
                           record  date for the  determination  of  stockholders
                           entitled to receive such rights, options, warrants or
                           convertible securities.

                  (c)      In case the Company  shall  distribute to all holders
                           of its shares of Common Stock (i) debt  securities or
                           other  evidences  of its  indebtedness  which are not
                           convertible   into   Common   Stock  or  (ii)  assets
                           (excluding  cash  dividends or  distributions  out of
                           earnings),   then  the  Conversion   Price  shall  be
                           determined  by dividing the then  current  Conversion
                           Price by a fraction,  of which the numerator shall be
                           the higher of the then current  Market Price,  or the
                           Conversion  Price on the  date of such  distribution,
                           and of which the  denominator  shall be such  Current
                           Market Price, or such  Conversion  Price on such date
                           minus  the  then  fair  value of the  portion  of the
                           assets or evidences of  indebtedness  so  distributed
                           applicable  to  one  share  of  Common  Stock.   Such
                           adjustment   shall   be  made   whenever   any   such
                           distribution  is made and shall  become  effective on
                           the date of  distribution  retroactive  to the record
                           date for the  determination of stockholders  entitled
                           to receive such distribution.  The fair value of such
                           assets shall be determined in good faith by the Board
                           of Directors of the Company.

                  (d)      No  adjustment  in  the  Conversion  Price  shall  be
                           required in the following events:

                           (i)      If the  amount of such  adjustment  would be
                                    less than $.05 per share; provided, however,
                                    that any adjustment  which by reason of this
                                    paragraph  5.5(d)(i)  is not  required to be
                                    made  immediately  shall be carried  forward
                                    and taken  into  account  in any  subsequent
                                    adjustment; or

                            (ii)    The issuance of options  under the Company's
                                    existing stock option plans and future stock
                                    option  plans   approved  by  the  Company's
                                    shareholders.

                  (e)      When the  number of  shares  of  Common  Stock or the
                           Conversion Price is adjusted as herein provided,  the
                           Company  shall  cause to be  promptly  mailed  to the
                           Holder by first class mail,  postage prepaid,  notice
                           of such  adjustment or adjustments  and a certificate
                           of a firm of independent public accountants  selected
                           by the Board of  Directors of the Company (who may be
                           the  regular  accountants  employed  by the  Company)
                           setting  forth the  number of shares of Common  Stock
                           and the  Conversion  Price after such  adjustment,  a

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<PAGE>

                           brief   statement   of  the  facts   requiring   such
                           adjustment   and  the   computation   by  which  such
                           adjustment was made.

                  (f)      For the purpose of this Section  5.5,  the  following
                           shall apply:

                           (i)      The term  "Common  Stock" shall mean (A) the
                                    class  of  stock  designated  as the  Common
                                    Stock  of the  Company  at the  date of this
                                    Note  or  (B)  any  other   class  of  stock
                                    resulting   from   successive   changes   or
                                    reclassification   of  such   Common   Stock
                                    consisting  solely of  changes in par value,
                                    or from par value to no par  value,  or from
                                    no par value to par value. In the event that
                                    at any time,  as a result  of an  adjustment
                                    made  pursuant  to  this  Section  5.5,  the
                                    Holder shall become  entitled to receive any
                                    securities  upon  conversion  of the Company
                                    other than shares of Common Stock thereafter
                                    the number of such other  securities and the
                                    Conversion Price of such securities shall be
                                    subject to adjustment from time to time in a
                                    manner and on terms as nearly  equivalent as
                                    practicable to the  provisions  with respect
                                    to  the  Common  Stock   contained  in  this
                                    Section 5.5.

                           (ii)     If  the   Common   Stock  is   traded  on  a
                                    securities exchange or over the counter, the
                                    "Current  Market Price" for purposes of this
                                    Section  5.5 shall  mean the  average of the
                                    Current   Market   Prices   for   the   five
                                    consecutive  trading days immediate1y  prior
                                    to the date of the event which  necessitates
                                    an adjustment to the Conversion Price.

                  (g)      Upon  the  expiration  of  any  unexercised   rights,
                           options,  warrants  or  conversion  privileges,   the
                           Conversion   Price  shall  be  readjusted  and  shall
                           thereafter  be such as it would have been had it been
                           originally  adjusted (or had the original  adjustment
                           not been  required,  as the case may be) on the basis
                           of (i) the fact that the only shares of Common  Stock
                           so issued  were the shares of Common  Stock,  if any,
                           actually  issued  or sold upon the  exercise  of such
                           rights,  options,  warrants or conversion  rights and
                           (ii) the fact that such  shares of Common  Stock,  if
                           any,  were  issued  or  sold  for  the  consideration
                           actually  received by the Company upon such  exercise
                           plus the consideration,  if any, actually received by
                           the  Company for the  issuance,  sale or grant of all
                           such rights,  options,  warrants or conversion rights
                           whether or not exercised;  provided. however, that no
                           such readjustment shall have the effect of increasing
                           the  Conversion  Price by an  amount in excess of the
                           amount of the adjustment initially made in respect of
                           the issuance,  sale or grant of such rights, options,
                           warrants or conversion privileges.

                  5.6 No Adjustment for Dividends. Except as provided in Section
5.5, no  adjustment  in respect to any  dividends  paid shall be made during the
term of the Note or upon the exercise of the Note.

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<PAGE>

                  5.7  Preservation  of Purchase  Rights  Upon  Reclassification
Consolidation.  etc. In the case of any  consolidation  of the  Company  with or
merger of the Company  into  another  corporation  or in the case of any sale or
conveyance to another  corporation of all or substantially  all of the property,
assets or business of the Company,  the Company or such  successor or purchasing
corporation,  as the case may be,  shall  provide that the Holder shall have the
right  thereafter  upon payment of the  Conversion  Price in effect  immediately
prior to such action to purchase upon conversion of the Note the kind and amount
of shares and other securities and property which the Holder would have owned or
have been entitled to receive after the happening of such consolidation, merger,
sale or conveyance had the Note been converted immediately prior to such action.
such  agreement  shall  provide  for  adjustments,  which  shall  be  as  nearly
equivalent as may be practicable to the adjustments provided for in this Section
5. The  provisions  of this  Section  5.7 shall  similarly  apply to  successive
consolidations, mergers, sales or conveyances.

                  5.8 Par Value of Common Stock.  Before taking any action which
would cause an adjustment reducing the Conversion Price below the then par value
of the shares of Common Stock issuable upon  conversion of the Note, the Company
will take any  corporate  action  which may, in the opinion of its  counsel,  be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock at such adjusted Conversion Price.

                  5.9  Statement  on  Note  Certificates.  Irrespective  of  any
adjustments  in the  Conversion  Price or the number of securities  convertible,
this Note  certificate  or any  certificates  hereafter  issued may  continue to
express  the same  price and  number of  securities  as are  stated in this Note
certificate.  However, the Company may at any time in its sole discretion (which
shall be conclusive) make any change in the form of the Note certificate that it
may deem  appropriate  and that does not affect the substance  thereof;  and any
Note certificate thereafter issued, whether upon registration or transfer of, or
in exchange or substitution for, an outstanding Note certificate,  may be in the
form so changed.

         6.  Restrictions  on  Transferability.  The Note and the  Common  Stock
issuable upon conversion of the Note shall not be  transferred,  hypothecated or
assigned  before  satisfaction  of the  conditions  specified in this Section 6,
which  conditions are intended to ensure  compliance  with the provisions of the
Securities  Act with  respect to the  Transfer  of any Note or any Common  Stock
issuable upon conversion of the Note. Holder, by acceptance of this Note, agrees
to be bound by the provisions of this Section 6.

                  6.1 Restrictive  Legend. The Holder by accepting this Note and
any Common Stock issuable upon  conversion of the Note agrees that this Note and
the  Common  Stock  issuable  upon  conversion  hereof  may not be  assigned  or
otherwise  transferred  unless and until (i) the Company has received an opinion
of its counsel that such  securities  may be sold pursuant to an exemption  from
registration under the Securities Act or (ii) a registration  statement relating
to such  securities has been filed by the Company and declared  effective by the
Commission.

                  (a)      Each certificate for Common Stock issuable  hereunder
                           shall bear a legend  substantially  worded as follows
                           unless such  securities have been sold pursuant to an
                           effective registration statement under the Securities
                           Act:

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                           "The securities  represented by this certificate have
                           not been registered under the Securities Act of 1933,
                           as amended (the "Act") or any state  securities laws.
                           The  securities  may not be offered  for sale,  sold,
                           assigned,    offered,    transferred   or   otherwise
                           distributed  for  value  except  (i)  pursuant  to an
                           effective registration statement under the Act or any
                           state   securities   laws  or  (ii)  pursuant  to  an
                           exemption from  registration  or prospectus  delivery
                           requirements  under the Act or any  state  securities
                           laws in respect of which the Company has  received an
                           opinion of its counsel to such effect."

                  (b)      Except as  otherwise  provided in this Section 6, the
                           Note shall be stamped or otherwise  imprinted  with a
                           legend in substantially the following form:

                           "This Note and the securities represented hereby have
                           not been registered under the Securities Act of 1933,
                           as amended,  or any state securities laws and may not
                           be  transferred  in  violation of such Act, the rules
                           and  regulations  thereunder or any state  securities
                           laws or the provisions of this Note."

                  6.2 Notice of  Proposed  Transfers.  Prior to any  Transfer or
attempted  Transfer of any Note or any shares of Restricted  Common  Stock,  the
Holder shall give five (5) days' prior written  notice (a "Transfer  Notice") to
the Company of Holder's intention to effect such Transfer, describing the manner
and  circumstances  of the  proposed  Transfer,  and obtain from  counsel to the
Company an opinion  that the proposed  Transfer of such Note or such  Restricted
Common Stock may be effected  without  registration  under the Securities Act or
state securities  laws.  After the Company's  receipt of the Transfer Notice and
opinion,  such Holder shall  thereupon be entitled to Transfer such Note or such
Restricted  Common Stock, in accordance  with the terms of the Transfer  Notice.
Each  certificate,  if any,  evidencing  such shares of Restricted  Common Stock
issued upon such Transfer and the Note issued upon such Transfer  shall bear the
restrictive  legends  set forth in Section  6.1,  unless in the  opinion of such
counsel  such  legend is not  required  in order to ensure  compliance  with the
Securities Act.

                  6.3 Termination of Restrictions. Notwithstanding the foregoing
provisions  of Section 6, the  restrictions  imposed  by this  Section  upon the
transferability  of the Notes, the Common Stock issuable upon conversion and the
Restricted  Common Stock (or Common Stock  issuable  upon the  conversion of the
Note) and the legend  requirements  of  Section  6.1 shall  terminate  as to any
particular  Note or Restricted  Common Stock (or Common Stock  issuable upon the
conversion  of the Note) (i) when and so long as such  security  shall have been
effectively  registered under the Securities Act and applicable state securities
laws and  disposed  of  pursuant  thereto  or (ii) when the  Company  shall have
received an opinion of its counsel that such shares may be  transferred  without
registration  thereof under the Securities Act and applicable  state  securities
laws. Whenever the restrictions  imposed by Section 6 shall terminate as to this
Note, as  hereinabove  provided,  the Holder hereof shall be entitled to receive
from the  Company  upon  written  request of the  Holder,  at the expense of the
Company,  a new Note bearing the  following  legend in place of the  restrictive
legend set forth hereon:

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                  "THE  RESTRICTIONS  ON  TRANSFERABILITY  OF  THE  WITHIN  NOTE
                  CONTAINED IN SECTION 6 HEREOF TERMINATED ON ___________, 20__,
                  AND ARE OF NO FURTHER FORCE AND EFFECT."

         All Notes issued upon registration of transfer, division or combination
of, or in substitution  for, any Note or entitled to bear such legend shall have
a similar legend endorsed  thereon.  Whenever the  restrictions  imposed by this
Section  shall  terminate  as to  any  share  of  Restricted  Common  Stock,  as
hereinabove  provided,  the holder thereof shall be entitled to receive from the
Company,  at the Company's expense,  a new certificate  representing such Common
Stock not bearing the restrictive legends set forth in Section 6.1.

                  6.4 Listing on Securities Exchange.  If the Company shall list
any shares of Common Stock on any securities exchange,  it will, at its expense,
list thereon, maintain and, when necessary, increase such listing of, all shares
of Common  Stock  issued  or, to the  extent  permissible  under the  applicable
securities exchange rules,  issuable upon the conversion of this Note so long as
any shares of Common Stock shall be so listed during the Exercise Period.

         7.  Piggyback  Registrations.  If, at any time (not including the first
time the Company registers securities following the Original Issuance Date), the
Company  proposes or is required to  register  any of its equity  securities  or
securities   convertible  or  exchangeable  for  equity   securities  under  the
Securities  Act (other than  pursuant to  registrations  on such form or similar
form(s)  solely for  registration  of securities in connection  with an employee
benefit  plan or  dividend  reinvestment  plan  or a  merger,  consolidation  or
acquisition) on a registration  statement on Form S-1, Form SB-2 or Form S-3 (or
an equivalent general registration form then in effect),  whether or not for its
own account, the Company shall give prompt written notice of its intention to do
so to each of the Holders of record of the Debentures.  Upon the written request
of any Holder,  made within 15 days  following  the receipt of any such  written
notice (which  request shall specify the maximum number of Common Stock issuable
upon  conversion of the Debenture  intended to be disposed of by such Holder and
the intended  method of  distribution  thereof),  the Company shall use its best
efforts to cause all such Common  Stock,  the Holders of which have so requested
the  registration  thereof,  to be registered under the Securities Act (with the
securities  which the Company at the time  proposes to  register)  to permit the
sale or other disposition by the Holders (in accordance with the intended method
of  distribution  thereof) of the Common Stock to be so registered.  There is no
limitation  on the  number  of  such  piggyback  registrations  pursuant  to the
preceding sentence which the Company is obligated to effect.

                  7.1 Abandonment or Delay. If, at any time after giving written
notice of its  intention  to  register  any equity  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall  determine for any reason not to register or to
delay registration of such equity securities,  the Company may, at its election,
give written notice of such  determination to all Holders and (i) in the case of
a determination not to register, shall be relieved of its obligation to register
any Common Stock  issuable upon  conversion of the Debenture in connection  with
such abandoned  registration,  and (ii) in the case of a determination  to delay
such  registration  of its equity  securities,  shall be  permitted to delay the
registration  of  such  Common  Stock  for  the  same  period  as the  delay  in
registering such other equity securities.

                  7.2  Holder's  Right to  Withdraw.  Any Holder  shall have the
right  to  withdraw  its  request  for  inclusion  of its  Common  Stock  in any
registration  statement  pursuant to this Section 6 by giving  written notice to

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the Company of its request to withdraw; provided, however, that (i) such request
must  be  made  in  writing  prior  to  the  earlier  of  the  execution  of the
underwriting agreement or the execution of the custody agreement with respect to
such  registration,  and (ii) such  withdrawal  shall be irrevocable  and, after
making such withdrawal,  a Holder shall no longer have any right to include such
Common Stock in the registration as to which such withdrawal was made.

                  7.3 Cutbacks.  If the managing underwriter of any underwritten
offering  shall  inform the  Company by letter of its belief  that the number of
shares of Common  Stock  requested to be included in a  registration  under this
Section 6 would materially adversely affect such offering, then the Company will
include in such registration, first the securities proposed by the Company to be
sold for its own account and,  second the Common Stock issuable upon  conversion
and all other  securities of the Company to be included in such  registration to
the extent of the number and type,  if any,  which the Company is so advised can
be sold in (or during  the time of) such  offering,  pro rata among the  Holders
participating in such offering in accordance with the number of shares of Common
Stock held by each such Holder.

         8.  Fractional  Shares.  No  fractional  shares of Common Stock will be
issued  in  connection  with  any  subscription  hereunder  but in  lieu of such
fractional  shares,  the Company  shall make a cash  payment  therefor  equal in
amount to the product of the  applicable  fraction  multiplied by the Conversion
Price then in effect.

         9.  Subordination.  Any right of the Holder to payment of  principal or
interest from the Company shall be  subordinated to the claims and rights of the
holders of the Senior Debt  ("Senior  Debt  Holders").  "Senior  Debt" means all
Indebtedness  of the Company other than the Notes,  whether  outstanding  on the
date of  execution  of this Note or  thereafter  created,  incurred  or assumed,
except  (x)  any  such  Indebtedness  that by the  terms  of the  instrument  or
instruments  by  which  such  Indebtedness  was  created,  assumed  or  incurred
expressly  provides  that it (i) is junior in right of  payment  to the Notes or
(ii) ranks pari passu in right of payment with the Notes and (y) any amendments,
modifications  or  supplements  to,  or  any  renewals,  extensions,  deferrals,
refinancing  and  refunding  of,  any of the  foregoing.  Any  cash  payment  of
principal or interest to the Holder shall be collected,  enforced or received by
the Holder as trustee  for the Senior  Debt  Holders and paid over to the Senior
Debt Holders. The Holder agrees that in the event of any payment of principal or
interest by the Company to the Holder by reason of any receivership,  insolvency
or bankruptcy  proceeding,  or proceeding for  reorganization or readjustment of
the Company or its properties, or otherwise, then, in any such event, the Senior
Debt Holders shall be preferred in the payment of their claims over the claim of
the  Holder to payment of  principal  or  interest  against  the  Company or its
properties,  and the claims of the Senior Debt  Holders  shall be first paid and
satisfied in full before any payment or  distribution  of any kind or character,
whether in cash or  property,  shall be made to the Holder.  Provided,  however,
that this Section 8 shall not apply to any payment of principal or interest made
to the Holder  while the Company is solvent and not in default  with  respect to
its Senior Debt.

         10.   Replacement  of  Note  Certificate.   Upon  receipt  of  evidence
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,

                                       9
<PAGE>

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.

         11.  Covenants  of the  Company.  So  long as any of the  Notes  remain
outstanding,  the Company  shall at all times keep  reserved the total number of
shares  of  Common  Stock  necessary  for  the  conversion  of all  of the  then
outstanding Notes at the then current Conversion Rate;

         12. Default.  If any of the following  events (herein called "Events of
Default") shall occur:

                  (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, in the Subscription  Agreement, 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 or the  Subscription  Agreement
                           shall be false or misleading in any material  respect
                           at the time made;

                                       10
<PAGE>

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.

         13.  Remedies on Default;  Notice to Other Holders.  In case any one or
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.

         14.  Amendments.  With the  consent of the  Holders of more than 50% in
aggregate  principal amount of the Notes at the time  outstanding,  the Company,
when  authorized  by a resolution  of its Board of  Directors,  may enter into a
supplementary  agreement for the purpose of adding any provisions to or changing
in any  manner  or  eliminating  any of the  provisions  of this  Note or of any
supplemental  agreement or modifying in any manner the rights and obligations of
the holders of Notes or Common Stock issued upon conversion of the Notes, and of
the Company,  provided,  however, that no such supplemental  agreement shall (a)
extend the fixed maturity of any Note, or reduce the principal  amount  thereof,
or reduce the rate or extend the time of payment of interest  thereon,  or alter
or impair the right to convert the same into Common  Stock at the rates and upon
the terms  provided  in this Note,  without the consent of the Holder of each of
the Notes so affected,  or (b) reduce the  aforesaid  percentage  of Notes,  the
Holders of which are required to consent to any supplemental agreement,  without
the consent of the Holders of all Notes then outstanding.

         15. Changes,  Waivers. etc. Neither this Note nor any provisions hereof
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.

         16.  Entire  Agreement.  This Note  embodies the entire  agreement  and
understanding  between  the  Holder and the  Company  and  supersedes  all prior
agreements and understandings relating to the subject matter hereof.

         17. Governing Law, Jurisdiction, etc.

                  (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.

                                       11
<PAGE>

                  (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. One arbitrator shall be appointed by the
                           party or parties bringing the claims ("Claimant") and
                           one  arbitrator  shall be  appointed  by the party or
                           parties  defending  the  claim  ("Respondent").   The
                           arbitrators   selected  by  such  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  two
                           arbitrators   so  selected   shall   select  a  third
                           arbitrator   within   thirty   (30)  days  after  the
                           selection of the arbitrator selected by such parties.
                           Should a party  fail to select an  arbitrator  within
                           the specified time period,  or should the arbitrators
                           selected  by the  parties  fail  to  select  a  third
                           arbitrator,  the missing  arbitrator  or  arbitrators
                           shall be appointed by the Sarasota, Florida office of
                           the American Arbitration Association. The decision of
                           the panel  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 arbitration  panel 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.

                                                   COLUMBIALUM STAFFING, INC.
[Corporate Seal]

                                                   By___________________________
                                                      R. Gale Porter, President

Number: _________________________________________

Name of Holder: _________________________________

Principal:  $____________________________________

Original Issue Date:  March __, 2002

                                       12
<PAGE>

                                    EXHIBIT 1

                              NOTICE OF CONVERSION

     (To be Executed by the Registered Holder in order to Convert the Note)


         The undersigned hereby irrevocably elects to convert $______________ of
the above Note No. _____ into  _________  shares of Common Stock of  Columbialum
Staffing,  Inc. (the  "Company")  according to the  conditions set forth in such
Note, as of the date written below.

         The undersigned  confirms the  representations and warranties set forth
in the Subscription Agreement.

                                    _________________________________________
                                    Date of Conversion*


                                    _________________________________________
                                    Signature


                                    _________________________________________
                                    Name


                                    _________________________________________
                                    Address

                                    _________________________________________


*The original Note and this Notice of Conversion must be received by the Company
within five business days following the date of Conversion.

                                       13