Exhibit 10.

IMPOUND OF FUNDS AGREEMENT

     This  Agreement,  dated  July  25, 2001, by and between Temporary Financial
Services,  Inc.  (hereinafter referred to as "Issuer") and Sterling Savings Bank
(hereinafter  referred to as the "Depository"). The Depository is located at 111
N.  Wall  ,  Spokane,  WA  99201.

The  Issuer  warrants  that   it  intends  to  apply   for  authority  from  the
Administrator  of  Securities  of  the  State  of  Washington  to  sell  certain
securities  and  the  Issuer intends that, if it is unable to sell securities in
the  sum of $ 1,000,000  by the XX  day of YY, 2001 (which date may, in the sole
discretion  of  the  Issuer,  be  extended for up to an additional 180 days upon
written  notice to the Depository) then the offering shall be terminated and the
proceeds  paid  in by each of the subscribers shall be returned to them pursuant
to  this  Agreement.

     The  Depository  is  willing  to  act  as  the  depository  hereunder.
In  consideration  of  the  mutual  covenants  and  of  other  good and valuable
consideration,  the  parties  agree  as  follows:

1.     The  Issuer shall deposit all monies received from the sale of securities
in  a  special impound account in the depository to be designated the "Temporary
Financial Services, Inc Impound Account" (the "Impound Account"). The Issuer and
its  agents  shall cause all checks received by it for the payment of securities
to  be  made  payable  to  the  Depository Impound Account. The Issuer agrees to
include  with  the  deposits  made  in  the  Impound  Account  a  copy  of  each
subscription agreement which shall include the name, address and social security
or other tax identification number of each Subscriber and the date and amount of
each  subscription.  All  funds  so  deposited  shall  be  held in escrow by the
Depository, and shall not be subject to judgment or creditors claims against the
Issuer  unless  and  until  released  to  said  Issuer  in  accordance with this
Agreement.

2.     Unless  the Administrator directs to the contrary, the funds deposited in
the  Impound  Account  may  be  invested  as  directed  by  the  Issuer  in bank
certificates  of  deposit,  United States government obligations or placed in an
interest  bearing  savings  account.

3.     Deposits  in  the  form of checks which fail to clear the bank upon which
they  are  drawn,  together  with  the  related subscription agreement, shall be
returned  by  the  Depository to the Subscriber. A copy thereof shall be sent to
the  company.

4.     If  the  funds  deposited  in  the  Impound Account amount to or exceed $
1,000,000 (The Minimum Subscription), the Issuer shall request the Depository to
confirm  the  aggregate  amount of deposit, the names of all subscribers and the
amount  deposited  by each. The Issuer shall forward the Depository confirmation
to  the  Securities  Administrator.  The  Depository shall continue to hold such
funds  and  all  other funds thereafter deposited with it hereunder until it has
received  a  direction  in  writing  from  the  Administrator  instructing  the
Depository  as  to  the  disposition  of  the  funds.

5.     Upon  receipt  by  the  Depository  of written notification signed by the
Issuer  advising  that it was unable to sell the minimum subscription within the
specific  offering  period,  the funds deposited in the Impound Account shall be
returned  by  the  Depository  to  the  Subscribers according to the amount each
contributed.  All  accrued  interest, without deduction for Depository costs and
fees,  will  be  divided  and returned to subscribers based upon the investment.



6.     If,  at  any time prior to the disbursement of funds by the Depository as
provided in Paragraph 4 or 5 of this Agreement, the Depository is advised by the
Administrator  that  the  registration to sell securities of the Issuer has been
suspended or revoked, that any condition of its registration permit has not been
met or that any provision of the Washington securities laws have not be complied
with,  then  the  Administrator  may  direct  the Depository not to disburse the
proceeds  until  further  notice  by  the  Administrator.

7.     This  Impound  Agreement  shall  terminate upon the disbursement of funds
pursuant  to  Paragraphs  4  or 5; provided, however, the Issuer may abandon the
public  offering.  Upon the receipt of a letter from the Issuer stating that the
offering  has  been  abandoned,  copy  to  the  Administrator, the Depository is
authorized  to return the monies received hereunder to the subscribers according
to  the  amount  each  subscriber contributed with all accrued interest, without
deduction for Depository costs and fees, and this Agreement shall terminate upon
said  distribution.

8.     The  sole duty of the Depository other than as herein specified, shall be
to  establish  and  maintain  the Impound Account and receive and hold the funds
deposited by the company pursuant to all applicable banking laws and regulations
of  the  State  of  Washington.

9.     The  Issuer  acknowledges  that  the Depository is performing the limited
function  of  Depository  and  that this fact in no way means the Depository has
passed  in  any way upon the merits or qualifications of, or has recommended, or
given  approval  to,  any  person,  security or transaction. A statement to this
effect  shall  be  included  in  the  offering  circular.

10.     The  Administrator  may,  at  any  time,  inspect  the  records  of  the
Depository,  insofar as they relate to this Agreement, for the purpose of making
any  determination hereunder or effecting compliance with and conformance to the
provisions  of  this  Agreement.

11.     The  Depository  shall  be  paid  a  fee  of  $500.00  for  its services
hereunder.  In  the event that it shall be necessary to return subscriber funds,
the  bank  shall  receive  an  additional  fee  of  $5.00  per  subscriber  plus
reimbursement  for  time  incurred  at  $40.00  per  hour.

12.     The  terms  and  conditions  of  this  Agreement shall be binding on the
heirs,  executors  and  assigns,  creditors  or  transferees,  or  successors in
interest,  whether  by operation of law or otherwise, of the parties hereto. If,
for  any  reason,  the  Depository named herein should be unable or unwilling to
continue  as  such depository, then the Company may substitute, with the consent
of  the  Administrator,  another  person  to  serve  as  Depository.

     IN  WITNESS  WHEREOF, the parties have executed this Agreement the 25th day
of  July,  2001.

Issuer:  Temporary  Financial  Services,  Inc.

By  _________________________________________
     John  R.  Coghlan,  President

Depository:  Sterling  Savings  Bank

By  _________________________________________

ACKNOWLEDGED:

_________________________________________
Securities  Division
State  of  Washington