United States
                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        Commission File Number: 000-31467


                                eStaff.com, Inc.
             (Exact name of Registrant as specified in its charter)


Nevada                                                                91-1979826
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

24843  Del  Prado,  Suite  318,  Dana  Point  California,                  92629
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (949)  487-7295

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None

Securities  registered  pursuant  to  Section  12(g)  of  the  Act: Common Stock


                                 LAW OFFICES OF
                                 William Stocker
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    PHONE (949) 487-7295, FAX (949) 487-7285
                               (Agent for Service)


                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT

                              (Full Title of Plan)


                                September 6, 2001

                       CALCULATION OF REGISTRATION FEE (1)


--------------------------------------------------------------------------------
Title of         | Amount to be  |  Proposed       | Proposed      |Amount of
Securities       | Registered    |  Maximum        | Maximum       |Registration
to be            |               |  Offering Price | Aggregate     |Fee
Registered       |               |  Per Unit       | Offering Price|
--------------------------------------------------------------------------------
Common  Stock       2,500,000         $0.01
$0.001 par value    shares            per  share      $25,000.00        $6.60
--------------------------------------------------------------------------------


1  The  securities of the Issuer are not presently trading or listed for trading
on the Non-NASDAQ Bulletin Board of the NASD, the NQB Pink Sheets, or elsewhere,
and  has  never  traded.  The  price  is  determined accordingly at the mutually
acceptable  price  of  $0.01  per share, rather than at the nominal par value of
$0.001.

                                        1


                                     PART I

     Not  Applicable.
                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c) The Issuer's Common Equity Voting Stock (Common Stock) Registered under
12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled to one
vote; all shares of the class share equally in dividends and liquidation rights.
Pursuant  to  the laws of Nevada a majority of all shareholders entitled to vote
at  a  shareholders  meeting  regularly  called upon notice may take action as a
majority and give notice to all shareholders of such action. No market presently
exists  for  the  securities  of  this  Issuer.


ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  William Stocker, Special
Securities Counsel for the Issuer, is also one of the service providers, and has
an  indirect  interest  in  the  securities  requested  to  be  issued.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  a  certain  provision of the Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

ITEM  8.  EXHIBITS.

     Exhibit  1  hereto  is an Opinion of Counsel respecting the legality of the
issuance  of the securities covered by this Registration Statement. Counsel also

                                        2


treats  the following facts: the Financial Services Agreement is not a qualified
plan of any kind or sort. Receipt of the Securities covered by this Registration
Statement  will  be  treated  as the equivalent of cash received for services as
ordinary  income.  The Securities are issued in compensation for services at the
rate  of  $0.01  per  share  for  $25,000.00  of  services  performed.

     Exhibit  2  hereto  is Intrepid International Financial Services Consulting
Agreement.  The  service  providers  mentioned  in  Counsel's  Opinion performed
services  pursuant  to  that  Agreement.

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  September  6,  2001.

                                 ESTAFF.COM INC.



   /S/Tarja  Morado
      Tarja  Morado
      Sole  Officer/Director

                                        3


                                    EXHIBIT 1

                               OPINION OF COUNSEL

                                        4


                                 LAW OFFICES OF
                                William Stocker
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    PHONE (949) 487-7295, FAX (949) 487-7285


                                September 5, 2001

To  the  President  and  the
Board  of  Directors
eStaff.com,  Inc.
24843  Del  Prado,  Suite  318
Dana  Point  California,  92629

                         re: Opinion of Special Counsel

     Dear  President  &  Board  of  Directors:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $10,000.00
in the form of 1,000,000 shares of common stock to be registered thereby. It has
been  fully  disclosed  that  I am Special Securities Counsel to the Issuer, and
General  Counsel  for  Intrepid  International, Ltd., whose personnel, including
myself  are  listed  service  providers.

                                                        Amount
                                   Amount               Shares
Service  Provider                    $                   @0.01
-----------------------------------------------------------------
Karl E. Rodriguez                10,000.00             1,000,000
-----------------------------------------------------------------
William Stocker                  10,000.00             1,000,000
-----------------------------------------------------------------
J. Dan Sifford                    5,000.00               500,000
-----------------------------------------------------------------
Totals                           25,000.00             2,500,000
-----------------------------------------------------------------

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to 12(g) of the Securities Exchange
Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The Financial Services Agreement is not a qualified plan of any kind or sort and
is  not  qualified  for any special tax treatment under State or Federal Law. If
and  when  issued, the securities would be and must be treated as the equivalent
of  cash  paid  and  received back as the purchase of securities. The Securities
would  be issued in compensation for services at the rate of $0.01 per share for
$10,000.00  of services performed. These services were duly invoiced pursuant to
an  agreed time-fee agreement, and none of the services billed or performed were
direct or indirect commissions or compensation for raising funds for the Issuer,
or  for  maintaining  any  market  in  securities  of  the  Issuer.

                                        5


     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,




                              /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        6


                                     EXHIBIT

                             INTREPID INTERNATIONAL
                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT

                                        7


                             INTREPID INTERNATIONAL
                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation,  (hereafter  "IIL"),  and  eStaff.com,  Inc. a Nevada  Corporation,
(hereafter  "Client")  and  dated April 21, 1999. In consideration of the mutual
promises contained herein, and on the terms and conditions herein set forth, the
parties  agree  as  follows:

     1.  RETAINER  AGREEMENT. Intrepid International, Ltd. is hereby retained as
financial  services  consultants  for  the  Client, consistent with that certain
Description  of Mission and Services Offered, a copy of which is Attachment 1 to
this  Consulting  Agreement, and incorporated herein by this reference as though
fully  set  forth  herein. Among the services to be provided and contemplated by
this  arrangement  are the services of its President, Kirt W. James (billable at
$150.00/hr),  its prime consultant, J. Dan Sifford Jr. (billable at $240.00/hr),
and  such  incidental  secretarial  services  (billable at $100.00/hr) as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be  performed  by  subcontractors  of  IIL,  subject to arrangements approved by
Client  in  advance. Our Counsel bill us at $300 per hour, for legal services in
execution  of  our  clients'  requests.

     2.  SERVICES.  IIL  agrees  to  provide,  as requested, the widest possible
range of and Financial Consulting services, to Management of Client, subject to,
limited  by and consistent with that certain Description of Mission and Services
Offered,  a  copy  of  which  is  Attachment 1 to this Consulting Agreement, and
incorporated  herein  by  this  reference as though fully set forth herein. Such
services  include,  as  requested  by  Client, coordination of public relations,
shareholder  relations,  audit  coordination,  certificate  and  transfer
coordination,  coordination  of  relationships  with  market-makers  and  broker
dealers in the securities of Client and consulting services, incidental analysis
and,  where  appropriate,  and  subject  to the accompanying Attorney Disclosure
Agreement, written legal opinions by IIL Counsel acting, as requested by Client,
as  Special  Securities  Counsel with Limited Authority, and the preparation and
coordination  of annual, quarterly and current filings as may be required of the
Client  pursuant  to  the Securities and Exchange Act of 1934 and Regulations of
the  Securities  and  Exchange  Commission promulgated pursuant to the 1934 Act.

     3.  COMPENSATION.  In consideration for such services, Client agrees to pay
IIL  pursuant  to  fee  schedule  set  forth  in paragraph 1 above. Billings for
services  shall  be  invoiced  by  IIL  and  paid  upon  receipt.

     4.  PAYMENT OF EXPENSES. IIL must secure in writing approval in advance for
any  expense that may be contracted on behalf of Client in excess of $400 in the
aggregate.  Expenses,  if  approved,  are  to  be  invoiced by IIL and paid upon
receipt.  In  addition  to  charges  for services, Client will be billed for all
normal  and  incidental  identifiable  costs  such as copying charges, telephone
expenses,  delivery  fees,  filing fees, and transcription fees; however, travel
expenses,  expert  witness  fees  and  other  extraordinary  charges will not be
incurred  without  prior  approval.

                                        8


     5.  UNPAID  CHARGES.  It is agreed that if at any time any invoice rendered
by  this  Firm  to Client for investment banking, appropriate legal services and
expenses  remains  unpaid  for any reason for longer than 30 days, we shall have
the right to discontinue performance of further services and to withdraw as your
attorneys,  regardless  of the status of any matter in which we will be involved
and  regardless  of any event or proceeding which may then be pending, unless we
have  reached  a  subsequent  written  agreement  with  respect  thereto.

     6.  LATE  CHARGES.  An  amount  past due will incur a late charge, after 30
days,  of  1.5%  per  month  (18%  per  annum) of the total unpaid balance. Late
charges  will  continue  to accrue at the same rate on any unpaid balance during
any  collection  efforts  and  until  the  entire bill is paid in full, unless a
subsequent  agreement  with  respect  to  such  charges  is  made and reduced to
writing.  Should  it  become  necessary  to  seek  collection  of  any  past due
statement,  you  agree  to  pay  all  reasonable  costs  of collection including
reasonable  attorneys'  fees  and  all  interest  incurred.

     7.  ARBITRATION  OF ANY DISPUTES. It is agreed that any dispute arising our
of  this  Agreement,  or  the Firm's representation of you, shall be resolved by
binding  arbitration  in  Las  Vegas,  Nevada,  by  the  American  Arbitration
Association.

     8.  LIABILITY  OF  IIL. In furnishing Client with advice and other services
as  requested,  neither  IIL  nor  any owner, employee or agent of IIL, shall be
liable  to  Client  or  its  creditors  for  ordinary  errors of judgment or for
anything  except  gross  negligence,  willful  malfeasance, or bad faith, in the
performance  of  its  duties or reckless disregard of its obligations and duties
under  the terms of this agreement. It is further understood and agreed that IIL
may rely upon information furnished to it reasonably believed to be accurate and
reliable  and  that, except as herein provided, IIL shall not be accountable for
any  loss  suffered  by Client by reason of Client's action or non-action on the
basis  of  advice,  recommendation  or approval of IIL, its owners, employees or
agents.

     9.  GOOD  FAITH  AND  FAIR  DEALING.  All  parties to this agreement hereby
covenant expressly to deal with each other honestly, fairly and in good faith in
all  respects,  and  to provide each other with reasonable further assurances in
furtherance  of  their  mutual  performances  with  respect  to  this Agreement.

     10.  INDEPENDENT  CONTRACTOR.  IIL  is and shall at all times be understood
and deemed to be an independent contractor without authority to act or represent
Client  or  its  clients,  except  as  provided or authorized in this agreement.

     11.  NON-EXCLUSIVITY.  Client  recognizes  and  acknowledges  that  this
agreement  is non-exclusive, and that accordingly IIL now renders and may in the
future  render  services  to  other  clients,  some  of which may be of a nature
similar  to  those  agreed  to  be  performed herein, or to clients with similar
businesses,  needing similar advice. IIL is and shall be free to render any such
service or advice and shall not be required to devote full-time and attention to
its  obligations  under  this  agreement,  but only such amount as is reasonably
necessary.

                                        9


     12.  CONTROL.  Nothing  contained  herein  shall  be  deemed to require any
action  by  any  Corporation  contrary to law or its constituent documents or to
relieve  the  board  of directors thereof from responsibility for control of the
affairs  of  such  corporation.

     13.  OWNERSHIP  OF  FILES AND RECORDS. Except as to original records or any
records or files which we accept upon the understanding that they belong to you,
it hereby is agreed that all files, copies of documents, correspondence or other
materials  which  we  may  accumulate  in  connection  with your representation,
including  copies  of  materials  filed with any regulatory agency, shall be the
property  of  IIL.  Upon  the termination of the engagement, IIL will return any
property  belonging  to  you  upon  your  request. Copies of our files and other
materials  which IIL may have accumulated during our representation will be made
available  to Client at its expense; however, it is specifically agreed that IIL
shall have the right, in its discretion, to dispose of these files at such times
as  it  determines  reasonably  that such files need not be retained any longer.
After  such  destruction,  such  files  will  no  longer  be  available.

     14.  TERMINATION.  The term of this agreement shall begin with the complete
execution  hereof,  and  shall continue in effect for until terminated by either
party  in  writing.  Upon  termination,  all  accrued  charges shall be promptly
invoiced  and  paid.

     15.  MISCELLANEOUS.  This  agreement  sets  forth  the entire agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws of the Client's place of Incorporation if that be Nevada or Texas, and
if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.

     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.


                          Intrepid International, Ltd.

                                       by

                                /s/Kirt W. James
                            Kirt W. James, President


THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

                                eStaff.com, Inc.


Dated:  April  21,  1999
                                 /s/Tarja Morado
                             Tarja Morado, President

                                       10
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{"company-data": {"conformed-name": "ESTAFF COM INC", "cik": "0001089100", "assigned-sic": "7363", "irs-number": "911979826", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69038", "film-number": "1732397"}, "business-address": {"street1": "24843 DEL PRADO", "street2": "SUITE 318", "city": "DANA POINT", "state": "CA", "zip": "92629", "phone": "9492489561"}, "mail-address": {"street1": "24843 DEL PRADO", "street2": "SUITE 318", "city": "DANA POINT", "state": "CA", "zip": "92629"}}
United States
                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Commission File Number: 000-31467

                                eStaff.com, Inc.
             (Exact name of Registrant as specified in its charter)

Nevada                                                                91-1979826
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

24843  Del  Prado,  Suite  318,  Dana  Point  California,                  92629
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (949)  487-7295

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None

Securities  registered  pursuant  to  Section  12(g)  of  the  Act: Common Stock

                                 LAW OFFICES OF
                                 William Stocker
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    PHONE (949) 487-7295, FAX (949) 487-7285
                               (Agent for Service)

                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT

                              (Full Title of Plan)

                                September 6, 2001

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of         | Amount to be  |  Proposed       | Proposed      |Amount of
Securities       | Registered    |  Maximum        | Maximum       |Registration
to be            |               |  Offering Price | Aggregate     |Fee
Registered       |               |  Per Unit       | Offering Price|
--------------------------------------------------------------------------------
Common  Stock       2,500,000         $0.01
$0.001 par value    shares            per  share      $25,000.00        $6.60
--------------------------------------------------------------------------------

1  The  securities of the Issuer are not presently trading or listed for trading
on the Non-NASDAQ Bulletin Board of the NASD, the NQB Pink Sheets, or elsewhere,
and  has  never  traded.  The  price  is  determined accordingly at the mutually
acceptable  price  of  $0.01  per share, rather than at the nominal par value of
$0.001.

                                        1

                                     PART I

     Not  Applicable.
                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c) The Issuer's Common Equity Voting Stock (Common Stock) Registered under
12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled to one
vote; all shares of the class share equally in dividends and liquidation rights.
Pursuant  to  the laws of Nevada a majority of all shareholders entitled to vote
at  a  shareholders  meeting  regularly  called upon notice may take action as a
majority and give notice to all shareholders of such action. No market presently
exists  for  the  securities  of  this  Issuer.

ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  William Stocker, Special
Securities Counsel for the Issuer, is also one of the service providers, and has
an  indirect  interest  in  the  securities  requested  to  be  issued.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  a  certain  provision of the Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

ITEM  8.  EXHIBITS.

     Exhibit  1  hereto  is an Opinion of Counsel respecting the legality of the
issuance  of the securities covered by this Registration Statement. Counsel also

                                        2

treats  the following facts: the Financial Services Agreement is not a qualified
plan of any kind or sort. Receipt of the Securities covered by this Registration
Statement  will  be  treated  as the equivalent of cash received for services as
ordinary  income.  The Securities are issued in compensation for services at the
rate  of  $0.01  per  share  for  $25,000.00  of  services  performed.

     Exhibit  2  hereto  is Intrepid International Financial Services Consulting
Agreement.  The  service  providers  mentioned  in  Counsel's  Opinion performed
services  pursuant  to  that  Agreement.

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  September  6,  2001.

                                 ESTAFF.COM INC.

   /S/Tarja  Morado
      Tarja  Morado
      Sole  Officer/Director

                                        3

                                    EXHIBIT 1

                               OPINION OF COUNSEL

                                        4

                                 LAW OFFICES OF
                                William Stocker
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    PHONE (949) 487-7295, FAX (949) 487-7285

                                September 5, 2001

To  the  President  and  the
Board  of  Directors
eStaff.com,  Inc.
24843  Del  Prado,  Suite  318
Dana  Point  California,  92629

                         re: Opinion of Special Counsel

     Dear  President  &  Board  of  Directors:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $10,000.00
in the form of 1,000,000 shares of common stock to be registered thereby. It has
been  fully  disclosed  that  I am Special Securities Counsel to the Issuer, and
General  Counsel  for  Intrepid  International, Ltd., whose personnel, including
myself  are  listed  service  providers.

                                                        Amount
                                   Amount               Shares
Service  Provider                    $                   @0.01
-----------------------------------------------------------------
Karl E. Rodriguez                10,000.00             1,000,000
-----------------------------------------------------------------
William Stocker                  10,000.00             1,000,000
-----------------------------------------------------------------
J. Dan Sifford                    5,000.00               500,000
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Totals                           25,000.00             2,500,000
-----------------------------------------------------------------

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to 12(g) of the Securities Exchange
Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The Financial Services Agreement is not a qualified plan of any kind or sort and
is  not  qualified  for any special tax treatment under State or Federal Law. If
and  when  issued, the securities would be and must be treated as the equivalent
of  cash  paid  and  received back as the purchase of securities. The Securities
would  be issued in compensation for services at the rate of $0.01 per share for
$10,000.00  of services performed. These services were duly invoiced pursuant to
an  agreed time-fee agreement, and none of the services billed or performed were
direct or indirect commissions or compensation for raising funds for the Issuer,
or  for  maintaining  any  market  in  securities  of  the  Issuer.

                                        5

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,

                              /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        6

                                     EXHIBIT

                             INTREPID INTERNATIONAL
                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT

                                        7

                             INTREPID INTERNATIONAL
                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation,  (hereafter  "IIL"),  and  eStaff.com,  Inc. a Nevada  Corporation,
(hereafter  "Client")  and  dated April 21, 1999. In consideration of the mutual
promises contained herein, and on the terms and conditions herein set forth, the
parties  agree  as  follows:

     1.  RETAINER  AGREEMENT. Intrepid International, Ltd. is hereby retained as
financial  services  consultants  for  the  Client, consistent with that certain
Description  of Mission and Services Offered, a copy of which is Attachment 1 to
this  Consulting  Agreement, and incorporated herein by this reference as though
fully  set  forth  herein. Among the services to be provided and contemplated by
this  arrangement  are the services of its President, Kirt W. James (billable at
$150.00/hr),  its prime consultant, J. Dan Sifford Jr. (billable at $240.00/hr),
and  such  incidental  secretarial  services  (billable at $100.00/hr) as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be  performed  by  subcontractors  of  IIL,  subject to arrangements approved by
Client  in  advance. Our Counsel bill us at $300 per hour, for legal services in
execution  of  our  clients'  requests.

     2.  SERVICES.  IIL  agrees  to  provide,  as requested, the widest possible
range of and Financial Consulting services, to Management of Client, subject to,
limited  by and consistent with that certain Description of Mission and Services
Offered,  a  copy  of  which  is  Attachment 1 to this Consulting Agreement, and
incorporated  herein  by  this  reference as though fully set forth herein. Such
services  include,  as  requested  by  Client, coordination of public relations,
shareholder  relations,  audit  coordination,  certificate  and  transfer
coordination,  coordination  of  relationships  with  market-makers  and  broker
dealers in the securities of Client and consulting services, incidental analysis
and,  where  appropriate,  and  subject  to the accompanying Attorney Disclosure
Agreement, written legal opinions by IIL Counsel acting, as requested by Client,
as  Special  Securities  Counsel with Limited Authority, and the preparation and
coordination  of annual, quarterly and current filings as may be required of the
Client  pursuant  to  the Securities and Exchange Act of 1934 and Regulations of
the  Securities  and  Exchange  Commission promulgated pursuant to the 1934 Act.

     3.  COMPENSATION.  In consideration for such services, Client agrees to pay
IIL  pursuant  to  fee  schedule  set  forth  in paragraph 1 above. Billings for
services  shall  be  invoiced  by  IIL  and  paid  upon  receipt.

     4.  PAYMENT OF EXPENSES. IIL must secure in writing approval in advance for
any  expense that may be contracted on behalf of Client in excess of $400 in the
aggregate.  Expenses,  if  approved,  are  to  be  invoiced by IIL and paid upon
receipt.  In  addition  to  charges  for services, Client will be billed for all
normal  and  incidental  identifiable  costs  such as copying charges, telephone
expenses,  delivery  fees,  filing fees, and transcription fees; however, travel
expenses,  expert  witness  fees  and  other  extraordinary  charges will not be
incurred  without  prior  approval.

                                        8

     5.  UNPAID  CHARGES.  It is agreed that if at any time any invoice rendered
by  this  Firm  to Client for investment banking, appropriate legal services and
expenses  remains  unpaid  for any reason for longer than 30 days, we shall have
the right to discontinue performance of further services and to withdraw as your
attorneys,  regardless  of the status of any matter in which we will be involved
and  regardless  of any event or proceeding which may then be pending, unless we
have  reached  a  subsequent  written  agreement  with  respect  thereto.

     6.  LATE  CHARGES.  An  amount  past due will incur a late charge, after 30
days,  of  1.5%  per  month  (18%  per  annum) of the total unpaid balance. Late
charges  will  continue  to accrue at the same rate on any unpaid balance during
any  collection  efforts  and  until  the  entire bill is paid in full, unless a
subsequent  agreement  with  respect  to  such  charges  is  made and reduced to
writing.  Should  it  become  necessary  to  seek  collection  of  any  past due
statement,  you  agree  to  pay  all  reasonable  costs  of collection including
reasonable  attorneys'  fees  and  all  interest  incurred.

     7.  ARBITRATION  OF ANY DISPUTES. It is agreed that any dispute arising our
of  this  Agreement,  or  the Firm's representation of you, shall be resolved by
binding  arbitration  in  Las  Vegas,  Nevada,  by  the  American  Arbitration
Association.

     8.  LIABILITY  OF  IIL. In furnishing Client with advice and other services
as  requested,  neither  IIL  nor  any owner, employee or agent of IIL, shall be
liable  to  Client  or  its  creditors  for  ordinary  errors of judgment or for
anything  except  gross  negligence,  willful  malfeasance, or bad faith, in the
performance  of  its  duties or reckless disregard of its obligations and duties
under  the terms of this agreement. It is further understood and agreed that IIL
may rely upon information furnished to it reasonably believed to be accurate and
reliable  and  that, except as herein provided, IIL shall not be accountable for
any  loss  suffered  by Client by reason of Client's action or non-action on the
basis  of  advice,  recommendation  or approval of IIL, its owners, employees or
agents.

     9.  GOOD  FAITH  AND  FAIR  DEALING.  All  parties to this agreement hereby
covenant expressly to deal with each other honestly, fairly and in good faith in
all  respects,  and  to provide each other with reasonable further assurances in
furtherance  of  their  mutual  performances  with  respect  to  this Agreement.

     10.  INDEPENDENT  CONTRACTOR.  IIL  is and shall at all times be understood
and deemed to be an independent contractor without authority to act or represent
Client  or  its  clients,  except  as  provided or authorized in this agreement.

     11.  NON-EXCLUSIVITY.  Client  recognizes  and  acknowledges  that  this
agreement  is non-exclusive, and that accordingly IIL now renders and may in the
future  render  services  to  other  clients,  some  of which may be of a nature
similar  to  those  agreed  to  be  performed herein, or to clients with similar
businesses,  needing similar advice. IIL is and shall be free to render any such
service or advice and shall not be required to devote full-time and attention to
its  obligations  under  this  agreement,  but only such amount as is reasonably
necessary.

                                        9

     12.  CONTROL.  Nothing  contained  herein  shall  be  deemed to require any
action  by  any  Corporation  contrary to law or its constituent documents or to
relieve  the  board  of directors thereof from responsibility for control of the
affairs  of  such  corporation.

     13.  OWNERSHIP  OF  FILES AND RECORDS. Except as to original records or any
records or files which we accept upon the understanding that they belong to you,
it hereby is agreed that all files, copies of documents, correspondence or other
materials  which  we  may  accumulate  in  connection  with your representation,
including  copies  of  materials  filed with any regulatory agency, shall be the
property  of  IIL.  Upon  the termination of the engagement, IIL will return any
property  belonging  to  you  upon  your  request. Copies of our files and other
materials  which IIL may have accumulated during our representation will be made
available  to Client at its expense; however, it is specifically agreed that IIL
shall have the right, in its discretion, to dispose of these files at such times
as  it  determines  reasonably  that such files need not be retained any longer.
After  such  destruction,  such  files  will  no  longer  be  available.

     14.  TERMINATION.  The term of this agreement shall begin with the complete
execution  hereof,  and  shall continue in effect for until terminated by either
party  in  writing.  Upon  termination,  all  accrued  charges shall be promptly
invoiced  and  paid.

     15.  MISCELLANEOUS.  This  agreement  sets  forth  the entire agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws of the Client's place of Incorporation if that be Nevada or Texas, and
if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.

     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.

                          Intrepid International, Ltd.

                                       by

                                /s/Kirt W. James
                            Kirt W. James, President

THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

                                eStaff.com, Inc.

Dated:  April  21,  1999
                                 /s/Tarja Morado
                             Tarja Morado, President

                                       10