<PAGE>

Exhibit 10.11


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
<S>                <C>                   <C>             <C>            <C>
LOAN NUMBER            LOAN NAME         ACCT. NUMBER     NOTE DATE        INITIALS
                  RESOLVE STAFFING, INC.                   0???/03           74?
NOTE AMOUNT          INDEX (w/Margin)       RATE        MATURITY DATE    LOAN PURPOSE
$60,000.00        Mercantile Bank Prime     7.25%          05/13/04       Commercial
                     Rate plus 3.000%

                                Creditor Use Only
--------------------------------------------------------------------------------------
</TABLE>

                     PROMISSORY NOTE AND SECURITY AGREEMENT
                    (Commercial-Revolving Draw-Variable Rate)
 State of Florida's Documentary Tax for this Loan Agreement required by law in
   the amount of $175,00? has been paid directly to the Florida Department of
     Revenue. Lender's Certificate of Registration is No. 59-7909288-59-01.
--------------------------------------------------------------------------------


DATE AND PARTIES.  The date of this Promissory Note and Security Agreement (Loan
Agreement is May 13, 2003. The parties and their addresses are:

LENDER:
      MERCANTILE BANK
      2307 W. Kennedy Boulevard
      Tampa, Florida 33509
      Telephone: (813) 253-3302

BORROWER:
      RESOLVE STAFFING, INC.
      a FLORIDA Corporation
      105 NORTH FALKENBURG ROAD
      SUITE 5?
      TAMPA, Florida 33619?


1.   DEFINITIONS.  As used in this Loan Agreement,  the terms have the following
     meanings:

     A.   Pronouns.  The  pronouns  "I," "me," and "my"  refer to each  Borrower
          signing this Loan  Agreement,  individually  and  together  with their
          heirs,  successors and assigns,  and each other person or legal entity
          (including  guarantors,  endorsers,  and  sureties?) who agrees to pay
          this Loan  Agreement.  "You" and "Your" refer to the Lender,  with its
          participants or syndicators,  successors and assigns, or any person or
          company that acquires an interest in the Loan Agreement.

     B.   Loan  Agreement.  Loan  Agreement  refers  to this  combined  Note and
          Security Agreement,  and any extensions,  renewals,  modifications and
          substitutions of this Loan Agreement.

     C.   Loan. Loan refers to this transaction generally, including obligations
          and  duties  arising  from the  terms  of all  documents  prepared  or
          submitted  for  this  transaction   such  as  applications,   security
          agreements, disclosures or notes, and this Loan Agreement.

     D.   Property. Property is any property, real, personal or intangible, that
          secures my performance of the obligations or this Loan.

     E.   Percent. Rates and rate change limitations are expressed as annualized
          percentages.

2.   PROMISE TO PAY. For value received,  I promise to pay you or your order, at
     your  address,  or at such  other  location  as you may  designate  amounts
     advanced from to time to time under the terms of this Loan  Agreement up to
     the maximum outstanding principal balance of $60,000,000? (Principal), plus
     interest from the date of disbursement, on the unpaid outstanding Principal
     balance until this Loan Agreement matures or this obligation is ??????

     I may borrow up to the Principal amount more than one time.

3.   ADVANCES  Advances  under this Loan  Agreement  are made  according  to the
     following terms and conditions.

     A.   Request  for  Advances.  My  requests  are  a  warranty  that  I am in
          compliance  with all the Loan  documents.  When  required by you for a
          particular method of advance,  my requests for an advance must specify
          the  requested  amount  and  the  date  and be  accompanied  with  any
          agreements,  documents, and instruments that you require for the Loan.
          Any payments by you of any check,  share draft of other charge may, at
          your  option,  constitute  an advance on the Loan to me. All  advances
          will be made in United States  dollars.  I will indemnify you and hold
          you  harmless for your  reliance on any request for advances  that you
          reasonably  believe to be genuine.  To this extent permitted by law, I
          will  indemnify  you and hold you harmless  when the person making any
          request represents that I authorized this person to request an advance
          even when this person is  unauthorized  or this person's  signature is
          not genuine.

          I or anyone I authorize  to act on my behalf may  request  advances by
          the following methods.

               (1) I make a request in person.

               (2) I make a request by phone.


     B.   Advance  Limitations.  In  addition  to  any  other  Loan  conditions,
          requests  for, and access to,  advances are subject to the  following
          limitations.

               (1)  Obligatory Advances. You will make all Loan advances subject
                    to this Agreement's terms and conditions.

--------------------------------------------------------------------------------

RESOLVE STAFFING INC.
FLORIDA PROMISSORY RATE AND SECURITY AGREEMENT                   Initials_____
                                                                         Page 1

      (C) 1996 Bankers Systems, Inc., St. Cloud MN [REPRESENTATION OF LOGO]

<PAGE>
               (2)  Advance   Amount.   Subject  to  the  terms  and  conditions
                    contained  in this Loan  Agreement,  advance will be made in
                    exactly the amount I request.

               (3)  Cut-0ff Time.  Requests for an advance received before 02:00
                    PM will be made on any day that  you are open for  business,
                    on the day for which the advance is requested.

               (4)  Disbursement   of  Advances.   On  my  fulfillment  of  this
                    Agreement's  terms and  conditions,  you will  disburse  the
                    advance into my account number ON REQUEST.

               (5)  Credit  Limit.  I  understand  that you will not  ordinarily
                    grant a request  for an advance  that would cause the unpaid
                    principal of my Loan to be greater than the Principal limit.
                    You  may,  at your  option,  grant  such a  request  without
                    obligating yourselves to do so in the future.

               (6)  Records.  Your  records will  conclusive  evidence as to the
                    amount of advances, the Loan's unpaid principal balances and
                    the accrued interest.

4.   INTEREST. Interest will accrue on the unpaid Principal balance of this Loan
     Agreement at the rate of 7.26 percent  (Interest  Rate) until May 14, 2003,
     after  which  time  it  may  change  as  described  in  the  Variable  Rate
     subsection.

     (A)  Interest  After  Default.  If you declare a default under the terms of
          this Loan,  including for failure to pay in full at maturity,  you may
          increase the Interest  Rate  payable on the  outstanding  Principal of
          this  Loan  Agreement.  In such  event,  interest  will  accrue on the
          outstanding Principal balance at 16.000? percent until paid in full.

     (B)  Maximum Interest Amount.  Any amount assessed or collected as interest
          under the terms of this Loan  Agreement or obligation  will be limited
          to the Maximum  Lawful Amount of interest  allowed by state or federal
          law. Amounts  collected in excess of the Maximum Lawful Amount will be
          applied first to the unpaid  Principal  balance.  Any  remainder  will
          refunded to me.

     (C)  Statutory  Authority.  The amount  assessed or  collected on this Loan
          Agreement is  authorized  by the Florida  usury laws under Fla.  Stat.
          SS. 687.

     (D)  Accrual. During the scheduled term of this Loan interest accrues using
          an Actual/360 days counting method.

     (E)  Variable  Rate.  The interest  Rate may change during the term of this
          transaction.

          (1)  Index.  Beginning  with the first Change Date,  the interest Rate
               will be based on the  following  index:  For the purposes of this
               note,  the  term  "Prime  Rate"  shall  mean  the  interest  rate
               announced,  from  time  to  time,  by  Mercantile  Bank,  at  its
               principal office in Orlando,  FL. or by its corporate  successor,
               as the Prime  Rate  (which  rate is only a  benchmark,  is purely
               discretionary,  and is not  necessarily  the best or lowest  rate
               charged borrowing customers of Mercantile Bank.

               The current  index is the most recent index  figure  available on
               each Change Date. You do not guaranty by selecting this Index, or
               the margin, that the Interest Rate on this Loan Agreement will be
               the same rate you charge on any other loans or class of loans you
               make  to me or  other  borrowers.  If  this  index  is no  longer
               available,  you will substitute a similar index. You will give me
               notice of your choice.

          (2)  Change Data.  Each date on which the Interest  Rate may change is
               called a Change Date.  The Interest  Rate may change May 14, 2003
               and daily thereafter.

          (3)  Calculation  of Change.  On each Change Date,  you will calculate
               the  Interest  Rate,  which will be the Current  Index plus 3,000
               percent.  The result of this  calculation  will be rounded to the
               nearest .001 percent.  Subject to any  limitations,  this will be
               the interest  Rate until the next Change  Date.  The new Interest
               Rate will become effective on each Change Date. The Interest Rate
               and other  charges on this Loan  Agreement  will never exceed the
               highest rate or charge allowed by law for this Loan Agreement.

          (4)  Effect of Variable  Rate. A change in the Interest Rate will have
               the following  effect on the  payments:  The amount of the final
               payment will change.

5.   ADDITIONAL  CHARGES. As additional  consideration,  I agree to pay, or have
     paid, these additional fees and changes.

          (A)  Nonrefundable  Fees and Charges.  The  following  fees are earned
               when  collected  and will not be  refunded  if I prepay this Loan
               Agreement before the scheduled maturity date.

               UCC Filing.  A(n) UCC Filing fee of $25.00 payable form corporate
               funds on or before today's date.

               Loan Fees.  A(n) Loan Feed fee of $200.00  payable from  separate
               funds on or before today's date.

               Florida Doc Stamp.  A(n) Florida Doc Stamp Fee of $175.00 payable
               from separate funds on or before today's date.

               Doc. Prep./Loan Maintenance. A(n) Doc. Prep./Loan Maintenance fee
               of $188.00 payable from separate funds on or before today's date.

     I understand  and agree that some payments to third parties as part of this
     transaction  may also involve money  retained by you or paid back to you as
     Commissions or other remuneration.

6.   REMEDIAL CHARGES. In addition to interest or other finance charges, I agree
     that I will pay these  additional  fees based on my method  and  pattern of
     payment.  Additional  remedial  charges may be described  elsewhere in this
     Loan Agreement.

     (A)  Late Charge. If a payment is more than 10 days late. I will be charged
          8.000  percent of the Unpaid  Portion of the Payment.  I will pay this
          late charge promptly but only once for each late payment.

     (B)  Returned  Check Charge.  I agree to pay a fee not to exceed $29.00 for
          each  check,  negotiable  order  or  withdrawal  or  draft I issue  in
          connection  with  this  Loan  that is  returned  because  it has  been
          dishonored.

7.   PAYMENT.  I agree to pay this Loan Agreement on demand, but if no demand is
     made. I agree to pay all accrued  interest on the balance  outstanding from
     time to time in regular payments  beginning June 13, 2003, then on the same
     day of each month  thereafter.  Any payment  scheduled  for a date  falling
     beyond  the last day of the  month,  will be due on the last  day.  A final
     payment of the entire unpaid outstanding  balance of Principal and interest
     will be due May 13, 2004.

     Payments will be rounded to the nearest $.01. With the final payment I also
     agree to pay any  additional  fees or  charges  owing and the amount of any
     advances  you have made to others on my behalf.  Payments  scheduled  to be
     paid on the 25th,  30th or 31st day or a month  that  contains  no such day
     will, instead, be made on the last day of such month.

--------------------------------------------------------------------------------

RESOLVE STAFFING INC.
FLORIDA PROMISSORY RATE AND SECURITY AGREEMENT                   Initials_____
                                                                         Page 2

      (C) 1996 Bankers Systems, Inc., St. Cloud MN [REPRESENTATION OF LOGO]
<PAGE>
interest  payments  will be applied  First to any  charges I owe other than late
charges, then to accrued, but unpaid interest,  than to late charges,  Principal
payments will be applied first to the outstanding Principal balance, then to any
last charges. If you and I agree to a different application of payments, we will
describe ????  agreements on this Loan Agreement.  The actual amount of my final
payment will depend on my payment record.



8.   PREPAYMENT.  I may  prepay  this Loan in full or in part at any  time.  Any
     partial  prepayment will not excuse any later schedule payments until I pay
     in full.


9.   LOAN  PUROSE.  The  purpose  of this Loan is FOR  WORKING  CAPITAL  LINE OF
     CREDIT.

10.  ADDITIONAL  TERMS.  ANNUALLY,  BORROWER IS REQUIRED TO A 30 DAY CONSECUTIVE
     PAYOUT.


11.  SECURITY.  This Loan is  secured  by  Property  described  in the  SECURITY
     AGREEMENT section of this Loan Agreement.

12. SECURITY AGREEMENT.

     (A)  Secured Debts. This Security Agreement will secure the following debts
          (Secured Debts), together with all extensions,  renewals, refinancing,
          modifications and replacements of these debts.

          (1)  Sums Advanced  under the terms of this Loan  Agreement.  All sums
               advanced  and  expenses  incurred  by you under the terms of this
               Loan Agreement.

     (B)  Security  Interest.  To secure  the  payment  and  performance  of the
          Secured Debts,  I give you a security  interest in all of the Property
          described in this  Security  Agreement  that I own or have  sufficient
          rights  in  which  to  transfer  an  interest,  now or in the  future
          whenever  the  Property is or will be located,  and all  proceeds  and
          products from the Property (including,  but not limited to, all parts,
          accessories,  repairs,  replacements,  improvements, and accessions to
          the Property).  Property is all the  collateral  given as security for
          the  Secured  Debts and  described  in this  Security  Agreement,  and
          includes all  obligations  that support the payment or performances of
          the Property.  "Proceeds"  includes  anything  acquired upon the sale,
          lease,  license,  exchange,  or other  disposition or the Property any
          rights  and  claims   arising  from  the   Property;   and  any  ?????
          distributions on account of the Property.

          This security Agreement remains in effect until terminated in writing,
          even if the Secured Debts are paid and you are no longer  obligated to
          advance funds to me under any loan or credit agreement.

     (C)  Property Description.  The Property subject to this Security Agreement
          is described as follows


          (1)  Specific  Property.  ALL  INVENTORY,   CHATTEL  PAPER,  ACCOUNTS,
               EQUIPMENT AND GENERAL  INTANGIBLES;  WHETHER ANY OF THE FOREGOING
               IS  OWNED  NOW OR  ACQUIRED  LATER;  ALL  ACCESSIONS,  ADDITIONS,
               REPLACEMENTS AND  SUBSTITUTIONS  RELATING TO ANY OFTHE FOREGOING;
               ALL  RECORDS OR ANY KIND  RELATING TO ANY OF THE  FOREGOING;  ALL
               PROCEEDS RELATING TO ANY OF THE FOREGOING  (INCLUDING  INSURANCE,
               GENERAL INTANGIBLES AND OTHER ACCOUNTS PROCEEDS).

     (D) Duties Toward Property.

          (1)  Protection  of  Secured  Party's  Interest.  I  will  defend  the
               property  against any other  claim.  I agree to do  whatever  you
               require to protect your security  interest and to keep your claim
               in the Property  Ahead of the claims of other  creditors.  I will
               not do anything to harm your position.

               I will keep books, records and accounts about the Property and my
               business in general. I will let you examine these and make copies
               at any  reasonable  time. I will prepare any report or accounting
               you request which deals with the Property.

          (2)  Use,  Location,  and Protection of the Property.  I will keep the
               Property  in my  possession  and in good  repair.  I agree  to do
               whatever  you require to protect  your  security  interest and to
               keep  your  claim in the  Property  Ahead of the  claims or other
               creditors. I will not do anything to harm your position.

               I will keep the  Property  at my  address  listed in the DATE AND
               PARTIES  section  unless  we  agree  I may  keep  it  at  another
               location.  If the Property is to be used in other states,  I will
               give a list of those  states.  The  location  of the  Property is
               given to aid in the  identification of the Property.  It odes not
               in any way limited the scope of the security  interest granted to
               you. I will notify you in writing  and obtain your prior  written
               consent to any change in location of any of the Property.  I will
               not use the  Property in  violation of any law. I will notify you
               in writing  prior to any change in my  address,  name,  or, if an
               organization, any change in my identity or structure.

               Until  the  Secured  Debts  are  fully  paid  and  this  Security
               Agreement is terminated,  I will not grant a security interest in
               any of the Property  without your prior written  consent.  I will
               pay all taxes and  assessments  levied or assessed  against me or
               the Property  and provide  timely proof of payment of these taxes
               and assessments upon request.


          (3)  Selling,  Leasing or Encumbering  the Property.  I will not sell,
               offer to sell,  lease  or  otherwise  transfer  or  encumber  the
               Property without your prior written  permission.  Any disposition
               of the Property  contrary to the Security  Agreement will violate
               your  rights.  Your  permission  to  sell  the  Property  may  be
               reasonably withheld without regard to the creditworthiness of any
               buyer or  transferee,  I will not permit the  Property  to be the
               subject to any court order affecting my rights to the Property in
               any action by anyone  other than you.  If the  Property  includes
               chattel paper or instruments, either as original collateral or as
               proceeds of the Property,  I will note your security  interest on
               the face of the chattel paper or instruments.

     E.   Authority  to  Perform.  I  authorize  you  to do  anything  you  deem
          reasonably necessary to protect the Property, and perfect and continue
          your security interest in the Property. If I fail to perform any of my
          duties under this Loan Agreement of any other security  interest,  you
          are  authorized,  without notice to me, to perform the duties or cause
          them to be performed.

          These authorizations include, but are not limited to, permissions to:

          (1)  pay and  discharge  taxes,  liens  security  interests  or  other
               encumbrances at any time levied or placed on the Property.

          (2)  pay any rents or other  charges  under any  lease  affecting  the
               Property.

          (3)  order and pay for the repair, maintenance and preservation of the
               Property.

          (4)  sign, when permitted by law, and file any financing statements on
               behalf any pay for filing and  recording  fees  pertaining to the
               Property.

--------------------------------------------------------------------------------

RESOLVE STAFFING INC.
FLORIDA PROMISSORY RATE AND SECURITY AGREEMENT                   Initials_____
                                                                         Page 3

      (C) 1996 Bankers Systems, Inc., St. Cloud MN [REPRESENTATION OF LOGO]
<PAGE>

          (5)  place a note on any chattel paper indicating your interest in the
               Property.

          (6)  take any action you feel  necessary to realized on the  Property,
               including performing any part of a contract or endorsing it in my
               name.

          (7)  handle any audit or other  proceedings  involving the Property in
               my name.

          (8)  prepare,  file,  and  sign my name to any  necessary  reports  or
               accountings.

          (9)  make an entry on my books and records  showing the  existence  of
               this Agreement.

               If you perform for me, you will use reasonable  care.  Reasonable
               care will not include:  any steps  necessary  to preserve  rights
               against prior parties; the duty to send notices, perform services
               or rate any other  section in connection  with the  management of
               the  Property;  or the duty to protect,  preserve or maintain any
               security  interest given to others by me or other  parties.  Your
               authorization  to perform for me will not grant an  obligation to
               perform and your  failure to perform  will not  preclude you from
               exercising any other rights under the law or this Loan Agreement.

               If you come into actual constructive  possession of the Property,
               you will preserve and protect the  Property.  For purposes of the
               paragraph, you will be in actual possession of the Property, only
               when you have physical,  immediate and exclusive control over the
               Property and you have  affirmatively  accepted that control.  You
               will be in constructive  possession of the Property only when you
               have both the power and the intent to exercises  control over the
               Property.

     F.   Name and Location.  My name indicated in the DATE AND PARTIES  section
          is my exact legal name. I am an entity  organized and registered under
          the laws of Florida.  I will provide  verification of registration and
          location upon your  request.  I will provide you with at least 30 days
          notice  prior  to  any  change  in  my  name,  address,  or  state  or
          organization or registration.

     G.   Perfection of Security Interest.  I authorized you to file a financing
          statement covering the Property. I will comply with,  facilitate,  and
          otherwise  assist  you in  connection  with  obtaining  perfection  or
          control over the Property for  purposes of  perfecting  your  security
          interest under the Uniform Commercial Code.

13.  DEFAULT.  I  understand  that  you  may  demand  payment  anytime  at  your
     discretion.  For  example,  you many  demand  payment in full if any of the
     following occur.

     A.   Payments. I fail to make a payment in full when due.

     B.   Insolvency  or  Bankruptcy.  I make an  assignment  for the benefit of
          creditors or become insolvent, either because my liabilities exceed my
          assets  or I am  unable  to pay my  debts  as they  become  due;  or I
          petition for  protection  under  federal,  state or local  bankruptcy,
          insolvency  or debtor  relief laws, or am the subject of a petition or
          action  under  such  laws  and  fall to have the  petition  or  action
          dismissed within a reasonable period of time not to exceed 60 days.

     C.   Business Termination.  I merge, dissolve,  reorganize, end my business
          or  existence,  or a partner or  majority  owner  dies or is  declared
          legally incompetent.

     D.   Failure to  Perform.  I fail to perform any  condition  or to keep any
          promise or covenant of this Loan Agreement.

     E.   Other  Documents.  A  default  occurs  under  the  terms or any  other
          transaction document.

     F.   Other  Agreements.  I am in default on any other debt or  agreement  I
          have with you.

     G.   Misrepresentation.  I make any verbal or written statements or provide
          any financial  information that is untrue,  inaccurate,  or conceals a
          material fact at the time it is made or provided.

     H.   Judgment. I fail to satisfy or appeal any judgment against me.

     I.   Forfeiture.  The  Property  is used in a manner or for a purpose  that
          threatens confiscation by a legal authority.

     J.   Name  Change.  I change  my name or  assume  an  additional  name with
          notifying you before making such a change.

     K.   Property  Transfer.  I transfer all or a substantial part of my money
          or property.

     L.   Property Value. The value of the Property declines or is impaired.

     M.   Material  Change.  Without first  notifying  you,  there is a material
          change in my business, including ownership,  management, and financial
          conditions.

     N.   Insecurity. You reasonably believe that you are insecure.

14.  ASSUMPTIONS.  Someone buying the Property cannot assume the obligation. You
     may declare the entire balance of the Loan Agreement to be immediately  due
     and payable upon the  creation of,  contract for the creation of, any lien,
     encumbrance, or transfer of the Property.

15.  WAIVERS AND CONSENT.  To the extent not prohibited by law, I waive protest,
     presentment for payment, demand notice of acceleration, notice of intent to
     accelerate and notice of dishonor.

     A.   Additional Waivers by Borrower. In addition, I, and any party to this
          Loan Agreement and Loan, to the extent  permitted by law,  consent to
          certain  options you may take, and generally waive defense that may be
          available  based on those actions or based on the status of a party to
          this Agreement.

          (1)  You  may  renew  or  extend  payments  on  this  Loan  Agreement,
               regardless of the number of such renewals or extensions.

          (2)  You  may  release  any  Borrower,  endorser,  guarantor,  surety,
               accommodation maker or any other co-signer.

          (3)  You may release,  substitute or impair any Property securing this
               Loan Agreement.

          (4)  You, or any institution participating in this Loan Agreement, may
               invoke your right to cut-off.

          (5)  You may enter into any sales,  repurchases or  participations  of
               this Loan  Agreement  to any  person in any  amounts  and ? waive
               notices of such sales, repurchases or participants.

          (6)  I agree that any of us signing this Loan Agreement as Borrower is
               authorized  to modify  the terms of this  Loan  Agreement  or any
               instrument  accruing,   guarantying  or  relating  to  this  Loan
               Agreement.

          (7)  I agree that you may inform any party who guarantees this Loan or
               any Loan  accommodations,  renewals,  extensions,  modifications,
               substitutions or future advances.


--------------------------------------------------------------------------------

RESOLVE STAFFING INC.
FLORIDA PROMISSORY RATE AND SECURITY AGREEMENT                   Initials_____
                                                                         Page 4

      (C) 1996 Bankers Systems, Inc., St. Cloud MN [REPRESENTATION OF LOGO]



<PAGE>

     (B)  No Waiver By Lender.  Your  course ???  dealing,  or your  forbearance
          from,  or delay  in ?????  exercise  of any of your  right,  remedies,
          privileges  or  right  to  insist  upon  my  ????  performance  of any
          provisions contained in this ?????  Agreement,  shall not be construed
          as a waiver by you, unless any such waiver is in writing and is signed
          by you.


     (C)  Waiver of Claims. I waive all claims for loss or damage caused by your
          acts or omissions where you acted reasonably and in good faith.




16.  REMEDIES.  After I default, and after you give any legally required notices
     and opportunity to cure the default,  you may at your option deem anyone or
     more of the following.


     A.   Acceleration.  You may make all or any part of the amount owing by the
          terms of this Loan Agreement immediately due.

     B.   Sources.  You may use any and all  remedies  you have  under  state or
          federal law or in any instrument securing this Loan Agreement.


     C.   Insurance  Benefits.  You may make a claim for any and all  incurrence
          benefits or refunds that may be available on my default.

     D.   Payments  Made On My Behalf.  Amounts  advanced  on my behalf  will be
          immediately  due and may be added to the balance owing under the terms
          of  this  Loan   Agreement,   and  accrue   interest  at  the  highest
          post-maturity interest rate.

     E.   Termination.  You may  terminate  my right to obtain  advances and may
          refuse to make any further extensions of credit.

     F.   Set-off. You may use the right of set-off.  This means you may set-off
          any  amount  due and  payable  under the terms of this Loan  Agreement
          against any right I have to receive money from you.

          My right to  receive  money  from you  includes  any  deposit or share
          account  balance  I have with  you;  any  money  owed to me on an item
          presented to you or in your possession for collection or exchange; and
          any repurchase agreement or other non-deposit obligation.  "Any amount
          due and  payable  under the terms of this  Loan  Agreement"  means the
          total  amount to which you are  entitled to demand  payment  under the
          terms of this Loan Agreement at the time you set-off.

          Subject to any other  written  consent,  if my right to receive  money
          from you is also owned by  someone  who has not agreed to pay the Loan
          Agreement,  your right of set-off  will  apply to my  interest  in the
          obligation  and to any  other  amounts  I  could  withdraw  on my sale
          request or endorsement.

          Your right of set-off does not apply to an account or other obligation
          where my rights arise only in a representative  capacity. It also does
          not apply to any individual  Retirement  Account or other tax-deferred
          retirement account.

          You will not be liable for the dishonor of any check when the dishonor
          occurs because you set-off against any of my accounts. I agree to hold
          you harmless from any such claims arising as a result of your exercise
          of your right to set-off.

     G.   Assembly of  Property.  You may require me to gather the  Property and
          make it available to you in a reasonable fashion.

     H.   Repossession.   You  may   repossess  the  Property  so  long  as  the
          repossession  does not involve a breach of the peace. You may sell the
          Property as provided by law.  You may apply what you receive  from the
          sale of the Property to your expenses,  your attorney's fees and legal
          expenses  (where not  prohibited  by law),  and any debt I owe you. If
          what you receive  from the sale of the  Property  does not satisfy the
          debt, I will be liable for the deficiency (where permitted by law). In
          some cases, you may keep the Property to satisfy the debt.

          Where a notice is required, I agree that ten days prior written notice
          sent by first class mail to my address  listed in this Loan  Agreement
          will be reasonable  notice to me under the Florida Uniform  Commercial
          Code. If the Property is  perishable or threatens to decline  speedily
          in value,  you may, without notice to me, dispose of any or all of the
          Property in a commercially  reasonable  manner at my expense following
          any commercially reasonable preparation or processing.

          If any  items  not  otherwise  subject  to  this  Loan  Agreement  are
          contained in the Property when you take possession, you may hold these
          items  for me at my  risk  and  you  will  not be  liable  for  taking
          possession of them.

     I.   Use and Operation.  You may enter upon my premises and take possession
          of all or any part of my property for the purposes of  preserving  the
          Property or its value, so long as you do not breach the peace. You may
          use and  operate  my  property  for the  length  of time  you  feel is
          necessary  to  protect   your   interest,   all  without   payment  or
          compensation to me.

     J.   Waiver.  Except as  otherwise  required by law by choosing  any one or
          more of these  remedies you do not give up your right to use any other
          remedy.  You do not waive a default if you choose not to use a remedy.
          By  electing  not to use any  remedy,  you do not waive  your right to
          later  consider  the event a default  and to use any  remedies  if the
          default continues to occur again.


17.  COLLECTION EXPENSES AND ATTORNYS' FEES. On or after Defaults, to the extent
     permitted by law, I agree to pay all expenses of collection, enforcement or
     protection of your rights and remedies under this Loan Agreement.  Expenses
     include,  but are not  limited  to  attorneys'  fees of 10  percent  of the
     Principal sum due or a larger amount as the court judges as reasonable  and
     just,  court costs and other legal  expenses.  These  expenses  are due and
     payable  immediately.  If not paid  immediately,  these  expenses will bear
     interest  from  the  date of  payment  until  paid  in full at the  highest
     interest  rate  in  effect  as  provided  for in the  terms  of  this  Loan
     Agreement.  All fees and  expenses  will be accrued by the  Property I have
     granted to you,  if any.  To the  extent  permitted  by the  United  States
     Bankruptcy Code, I agree to pay the reasonable attorneys' fees you incur to
     collect this Debt as awarded by any court exercising jurisdiction under the
     Bankruptcy Code.

18.  WARRANTIES AND REPRESENTATIONS.  I make to you the following warranties and
     representations  which will  continue as long as this Loan  Agreement is in
     effect:



     A.   Power, I am duly  organized and validly  existing and in good standing
          in all  jurisdictions  in  which  I  operate.  I have  the  power  and
          authority to enter into this  transaction  and to carry on my business
          or  activity  as it is now being  conducted  and,  as  applicable,  am
          qualified to do so in each jurisdiction in which I operate.

     B.   Authority  The  execution,  delivery  and  performance  of  this  Loan
          Agreement  and the  obligation  evidenced by this Loan  Agreement  are
          within my  powers,  have  been  duly  authorized,  have  received  all
          necessary  governmental  approval,  will not violate any  provision of
          law, or order of court or  governmental  agency;  and will not violate
          any  agreement  to  which I am a party  or to  which I am or any of my
          Property is subject.

     C.   Business  Name.  Other than  previously  disclosed in writing to you I
          have not changed my name or  principal  place of  business  within the
          last 10 years and have not used any other  trade or  fictitious  name.
          Without  your  prior  written  consent,  I do not and will not use any
          other  name and will  preserve  my  existing  name,  trade  names  and
          franchises.

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      (C) 1996 Bankers Systems, Inc., St. Cloud MN [REPRESENTATION OF LOGO]



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     D.   Ownership of  Property.  I represent  that I own all of the  Property.
          Your  claim  to the  Property  is  ahead of the  claims  or any  other
          creditor,  except as  disclosed in writing to you prior to any advance
          on the Secured  Debts. I represent that I am the original owner of the
          Property  and,  if I am not,  that I have  provided  you with a ??? of
          prior owners of the Property.


19.  INSURANCE.  I  understand  and agree that any  insurance  premiums  paid to
     insurance  companies  as part of this Loan  Agreement  will  involve  money
     retained by you or paid back to you as commissions or other remuneration.

     A.   Property  Insurance.  I agree to keep the Property insured against the
          risks  reasonably  associated with the Property.  I will maintain this
          insurance in the amounts you require.  This  insurance will last until
          the Property is released  from this Loan  Agreement.  I may choose the
          insurance  company,  subject  to  your  approval  which  will  not  be
          unreasonably withheld.

     I will have the insurance  company name you as lose payee on any insurance
     policy. I will give you and the insurance  company  immediate notice of any
     lose.  You may apply the  insurance  proceeds  toward  what is owned on the
     Secured Debts.  You may require added security as a condition of permitting
     any insurance proceeds to be used to repair or replace the Property.

     If you acquire the Property in damaged condition, my right to any insurance
     policies and proceeds will pass to you the extent of the Secured Debts.

     I will immediately  notify of cancellation or termination of insured.  If I
     fail to keep the Property insured, you may obtain insurance to protect your
     interest  in  the  Property.   This  insurance  may  include  coverage  not
     originally  required  of me, may be written by a company  either than one I
     would  choose and may be written at a higher rate than I could  obtain if I
     purchased the insurance.

     B.   Prepayment. If I prepay in full or if I default and you demand payment
          of the unpaid  balance,  I may be entitled to a partial refund credits
          of any  prepaid,  unearned  insurance  premiums.  This  refund  may be
          obtained from you or from the insurance  company named in my policy or
          certificate of insurance.

20.  FINANCING  STATEMENT.  You may file a  financing  statement  governing  the
     Property that does not contain my signature, where permitted by law.

21.  APPLICABLE LAW. This Loan Agreement is governed by the laws of Florida, the
     United  States of America  and to the extent  required,  by the laws of the
     jurisdiction where the Property is located. In the event of a dispute,  the
     exclusive  forum,  venue and end place of jurisdiction  will be in Florida,
     unless otherwise required by law.

22.  JOINT AND INDIVIDUAL  LIABILITY AND  SUCCESSORS.  My obligation to pay this
     Loan is  independent  of the  obligation  of any other  person who has also
     agreed to pay it. You may sue me alone,  or anyone else who is obligated on
     this Loan,  or any number of us together,  to collect this Loan.  Extending
     this loan or new obligations under this Loan, will not effect my duty under
     this Loan and I will still be  obligated  to pay this Loan.  The duties and
     benefits of this Loan will bind and benefit the  successors  and assigns of
     you and me.


23.  AMENDMENT,  INTEGRAION  AND  SEVERABILITY.  This Loan  Agreement may not be
     amended or modified by oral  agreements.  No amendment or  modification  of
     this Loan Agreement is effective unless made in writing and executed by you
     and me. This Loan  agreement is the complete  and final  expression  of the
     agreement.  If any provision of this Loan Agreement is unenforceable,  then
     the  unenforceable  provision will be severed and the remaining  provisions
     will still be enforceable.


24.  INTERPRETATION.  Whatever  used,  the singular  includes the plural and the
     plural includes the singular. The section headings are for convenience only
     and are not to be used to interpret or define the terms of this Agreement.

25.  NOTICE,  FINANCIAL  REPORTS  AND  ADDITIONAL  DOCUMENTS.  Unless  otherwise
     required by law, any notice will be given by delivering it or mailing it by
     first class mail to the appropriate  party's address listed in the DATE and
     PARTIES section,  or to any other address designated in writing.  Notice to
     one party will be deemed to be notice to all parties.  I will inform you in
     writing of any change in my name, address or other application information.
     I will provide you any financial statement or information you request.  All
     financial  statement  and  information  I give  you  will  be  correct  and
     complete.  I agree to sign,  deliver  and file any  additional  document or
     certifications  that you may consider  necessary  to perfect,  continue and
     preserve my obligations  under this Loan and to confirm your lien status on
     the Property. Time is of the essence.


26.  CREDIT  INFORMATION.  I agree  to  supply  with  whatever  information  you
     reasonably  feel you need to decide whether to continue this Loan. You will
     make requests for this information without due frequency,  and will give me
     reasonable time in which to supply the information.


27.  ERRORS AND OMMISSION.  I agree,  if requested by you, to fully cooperate in
     the correction,  if necessary,  in the reasonable  discretion of you of any
     and all loan ?????  documents as that all documents accurately describe the
     loan  between you and me. I agree to assume all costs  including  by way of
     illustration and not limitation,  actual expenses, legal fees and marketing
     losses for failing to reasonably  comply with your  requests  within thirty
     (30) days.


28.  WAIVER OF JURY TRIAL.  All of the parties to this Loan Agreement  knowingly
     and Intentionally, Irrevocably and unconditionally, waive any and all right
     to a trial by jury in any litigation arising out of or concerning this Loan
     Agreement or any other related loan document or related obligations. All of
     these parties acknowledges that this section has either been brought to the
     attention  of each  party's  legal  counsel  or  that  such  party  had the
     opportunity to do so.

29.  SIGNATUES.  By signing  under seal, I agree to the terms  contained in this
     Loan  Agreement.  I  also  acknowledge  receipt  of a  copy  of  this  Loan
     Agreement.


BORROWER:

     RESOLVE STAFFING, INC.


     By /s/ DONALD E. QUARTERMAN      [SEAL]
       -------------------------------
            DONALD E. QUARTERMAN, JR. PRESIDENT


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RESOLVE STAFFING INC.
FLORIDA PROMISSORY RATE AND SECURITY AGREEMENT                   Initials_____
                                                                         Page 6

      (C) 1996 Bankers Systems, Inc., St. Cloud MN [REPRESENTATION OF LOGO]


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