Exhibit 10.7

                       LOCK-UP AND REGISTRATION AGREEMENT

         AGREEMENT, by and between RESOLVE STAFFING, INC., a Nevada corporation
(the "Company"), and the undersigned holders of shares of the Company (the
"Holders").

                              W I T N E S S E T H :

         WHEREAS, the Company previously issued to the Holders certain Shares of
Resolve Staffing, Inc., ("Purchased Shares") which are in a SB-2 registration
under the Securities Act of 1933 (the "Registration Statement");

         WHEREAS, the Company is willing to continue to include the Purchased
Shares in the Registration Statement if the Holders "lock-up" the Purchased
Shares for the period described herein;

         WHEREAS, the Holders are willing to "lock-up" the Purchased Shares in
exchange for the registration of said shares as set forth herein.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and promises herein, the parties hereto agree as follows:

         1. Lock-Up of Shares. The Holders agree that they will not, without the
prior written consent of the Company, offer to sell, sell, pledge or transfer of
any of the 300,000 Purchased Shares of common stock prior to 60 days from the
time the Company's shares first are listed on an exchange or trade on an
electronic quotation medium that provides real-time trade reporting or 180 days
from the time the Registration Statement is declared effective by the Securities
and Exchange Commission, whichever is later (the "Lock-Up Period"). The Holders
further agree that, subsequent to the termination of the Lock-Up Period, they
will not sell more than 10,000 Purchased Shares per month.

         2. Registration. The Company agrees to include the Purchased Shares in
a Registration Statement and to use its reasonable efforts to have the
Registration Statement declared effective by the Securities and Exchange
Commission.

         3. Legend. The Holders agree to return certificates representing the
Purchased Shares to the Company in order to facilitate the endorsing of a legend
on such certificate notifying prospective purchasers of the existence of this
Agreement.

         4. Miscellaneous. (a) This Agreement may not be changed or terminated
except by written agreement among the parties hereto.

                  (b) This Agreement shall be binding on the parties hereto and
         on their personal representatives and permitted assigns.


                  (c) This Agreement contains the entire agreement between the
         parties hereto with respect to the subject matter hereof and supersedes
         all prior arrangements or understandings between the parties with
         respect thereto.

                  (d) This Agreement shall be enforceable by decrees of specific
         performance (without posting bond or other security) as well as by
         other available remedies.

                  (e) This Agreement shall be governed by, and construed in
         accordance with, the laws of the State of Florida. The federal and
         state courts sitting in the Hillsborough County, Florida shall have
         exclusive jurisdiction over all matters relating to this Agreement.
         Trial by jury is expressly waived.

                  (f) Each party hereto shall be responsible for its own
         expenses with regard to the negotiation and execution of this
         Agreement.

                  (h) The Company may waive, in writing, the lock-up
         requirements of paragraph 1 with respect to part or all of the
         Purchased Shares on any one or more occasions. Any such waiver shall be
         binding upon the Company but shall not be construed as a waiver of any
         other lock-up requirements or other provisions of this Agreement unless
         expressly provided for in writing.

                  (i) If one or more of the provisions contained herein for any
         reason shall be held to be invalid, illegal or unenforceable in any
         respect, such invalidity, illegality or unenforceability shall not
         affect any other provisions hereof, and this Agreement shall be
         construed as if such invalid, illegal or unenforceable provision had
         never been contained herein.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and date set forth below.

Dated:   11/22/02                       RESOLVE STAFFING, INC.
      ---------------

                                        Signature:   /s/ Cristino L. Perez
                                                  -----------------------------
                                        By: Cristino L. Perez
                                        Title: CFO

HOLDERS:

Name: R. Gale & Jerry G. Porter
Address: 2603  Merida Lane              No. of Lock-Up Shares:     300,000
Tampa, Florida 33618                                            -----------


                                        Signature:   /s/ R. Gale Porter
                                                  -----------------------------
                                                   R. Gale Porter