UNDERWRITER'S AGREEMENT





November  13,  2001



Public  Securities,  Inc.

300  North  Argonne  Road

Suite  202

Spokane,  Washington  99212



Gentlemen:



TEMPORARY  FINANCIAL  SERVICES,  a  Washington Corporation (the "Company"), with

principal  offices  located  at  422  West  Riverside,   Suite  1313,   Spokane,

Washington,  99201,  has  an authorized capitalization of  100,000,000 shares of

Common  Stock,  $0.001 par value and 5,000,000 shares of Preferred Stock, $0.001

par  value  ("Preferred  Stock"). The Company proposes to issue and sell through

Public  Securities,  Inc.,  (the  "Underwriter")  a minimum of 200,000 shares of

Common  Stock  and  a  Maximum of 800,000 shares of Common Stock at the offering

price  of  $5.00  per  share.  The shares of Common Stock are being offered on a

"best  efforts,  minimum  or  maximum"  basis.



The  Company  wishes  to  confirm  as  follows  its  agreements  with  you.



1.     Certain  Definitions



The  following  shall  constitute  the definitions of certain terms used in this

Agreement:



(a)     "Underwriter"  shall  refer  to  Public  Securities,  Inc.



(b)     "Company"  shall  refer  to  TEMPORARY  FINANCIAL  SERVICES,  INC.,  its

affiliates,  and  subsidiaries.



(c)     "Commission"  shall  refer  to  the  Securities and Exchange Commission.



(d)     "Act"  shall  refer  to  the  Securities  Act  of  1933  as  amended.



(e)     "Regulations"  shall  refer  to  the  rules  and  regulations  of  the

Commission.



(f)     "Share"  shall refer to the Shares of the Company's Common Stock, $0.001

par  value. The Shares are being offered on a "best efforts, minimum or maximum"

basis.



(g)     "Common  Stock" shall refer to the Shares of the Company's Common Stock,

$0.001  par  value.



(h)     "Effective  Date"  shall  be  the first date upon which the Registration

Statement  filed  pursuant  to this Agreement shall be declared effective by the

Commission,  i.e.,  the  date  when  the  Shares  may be offered for sale to the

public.















<PAGE>

(i)     "Registration Statement" shall refer to the Registration Statement, Form

S-B2  (File  No.  333-60326)  filed  for  the proposed sale of the Common Stock,

prospectus, preliminary prospectus, Underwriter's Common Stock Purchase Warrant,

Warrants,  Shares,  Common  Stock,  exhibits and financial statements as finally

amended  and  revised  prior  to  the  Effective Date. Except as the context may

otherwise  require,  such  Registration  Statement, as amended, on file with the

Commission  at  the time the Registration Statement becomes effective (including

the  prospectus,  financial  statements,  any  schedules, exhibits and all other

documents  filed  as  a  part  thereof  or  that  may  be  incorporated  therein

(including,  but  not  limited to those documents or information incorporated by

reference  therein)  and  all information deemed to be a part thereof as of such

time  pursuant to paragraph (b) of Rule 430(A) of the Rules and Regulations), is

hereinafter  called  the "Registration Statement," and the form of prospectus in

the  form  first  filed with the Commission pursuant to Rule 424(b) of the Rules

and  Regulations,  is  hereinafter  called  the  "Prospectus."



(j)     "NASD"  shall  refer  to the National Association of Securities Dealers,

Inc.



2.     Underwriter's  Compensation



(a)     The  Company  hereby  appoints  the  Underwriter  as its exclusive agent

during  the  continuance  of  the  authorization  hereunder  to  sell and obtain

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