Exhibit 10.35

                 Agreement between One Source Technologies, Inc.
                      and Partners Resource Management, LLC

This  Agreement  ("Agreement")  is entered  into on February  13,  2003,  by and
between  OneSource  Technologies,  Inc.,  with  offices at 7419 East Helm Drive,
Scottsdale,  Arizona 85260  (hereinafter  referred to as OneSource) and Partners
Resource  Management,  LLC,  an  independent  contractor  located  at 9414  East
Sutherland Way, Scottsdale, AZ 85262 (hereinafter referred to as "PRM").

Whereas,  OneSource  desires to employ the services  available  through PRM; and
Whereas,  PRM is  qualified  and  willing to render such  services;  the parties
hereto agree as follows:

I.   Term of Agreement

This appointment  becomes effective February 13, 2003 and shall be in effect for
ninety  (90)  days  unless  terminated  as  stipulated  in this  Agreement.  The
agreement  is  automatically  renewable  in ninety  (90) day  increments  unless
terminated as stipulated in this Agreement.

II.  Services

PRM will provide  Executive  Management  Services for  OneSource in the areas of
Operations,  Sales  and  Finance  and any  other  areas  mutually  agreed  to by
OneSource  and PRM.  Initially,  these  services  will be  provided  by  Michael
Hirschey,  Stephen McEvoy, Sherman (Spike) Kasper and Len Ksobiech. PRM reserves
the right to change personnel and their level of service as needed and agreed to
by OneSource.

III. Opportunity

As part of OneSource's refocus,  returning to profitability and expansion plans,
the  Directors of OneSource  have engaged the services of PRM to assist in those
plans. As a team, PRM has a substantial  background in the equipment service and
maintenance  industry  and is well  equipped  to  direct  the  growth  phase  of
OneSource.  Initially,  PRM has agreed to accept cash  compensation at a rate of
less  than  25% of their  current  market  value  and  also an  equity  stake in
OneSource  to  bridge  the gap in  PRM's  cash  compensation,  as  described  in
Attachment 1.

IV.  Fees

OneSource  agrees to  compensate  PRM on a retainer  basis at a rate of Fourteen
Thousand  ($14,000.00)  dollars per month.  PRM will  invoice  OneSource  at the
beginning of each month and OneSource  will pay prior to the tenth of each month
for that month's  related  services.  All expenses,  such as airfare,  hotel and
meals, pre-approved by OneSource, will be billed as a separate line item on each
invoice,    along   with   any   extraordinary   approved   material   expenses.
Sub-contracting  of Subject  Matter  Experts  ("SME")  that may be  required  to
fulfill a request for OneSource will be billed outside of the retainer fee, upon
authorization from OneSource, and will also be included on PRM's monthly invoice
as a separate line item.

The  retainer fee may be adjusted  either  higher or lower based on the level of
services  required by OneSource.  Any  adjustments  to the retainer will require
written  approval from OneSource and PRM will provide a minimum of five (5) days
written notice prior to any adjustment taking place.

In addition to the cash compensation noted above, OneSource will also grant nine
million (9,000,000) common shares of OneSource as described in Attachment A.

Additional  projects  including  but  not  limited  to  financing,   mergers  or
acquisitions, agreed to by OneSource and PRM will be identified as amendments to
this  Agreement  and  will be  compensated  to PRM  independent  of the  monthly
retainer noted above as indicated in Attachment B.

<PAGE>

V.   General Terms

OneSource  agrees to  indemnify  and hold  harmless PRM from any and all claims,
judgments or costs,  including  reasonable  attorney's  fees, that OneSource may
incur by reason of  defending  any claim or legal action in which PRM may become
involved by reason of any contract between OneSource and its customers. However,
OneSource's  obligation  to indemnify and hold harmless PRM shall not apply with
respect to any gross  negligence or wrongful  conduct,  including breach of this
Agreement,  by PRM or its agents or employees.  PRM agrees to indemnify and hold
OneSource  harmless  from any and all  claims,  judgments  or  costs,  including
reasonable  attorney's fees, that OneSource may incur by reason of defending any
claim or legal action in which  OneSource  may become  involved by reason of any
action brought  against PRM. This Agreement is only one of Client and Contractor
and does not create an employment relationship.

OneSource  agrees to make payments for all services and charges  provided  under
the  terms of this  Agreement  in  United  States  Dollars  and  this  Agreement
supersedes any and all previous written and verbal agreements.

Notices to PRM should be sent to the following address:

Michael Hirschey
Partners Resource Management, LLC
9414 East Sutherland Way
Scottsdale, AZ 85262

Notices to OneSource shall be sent to the following address:

OneSource Technologies, Inc.
7419 East Helm Drive
Scottsdale, AZ 85260

VI.  Termination

Any party hereto may terminate this  Agreement,  without cause, by giving thirty
(30) days written  notice  thereof by certified  mail or registered  mail to the
other party. OneSource may immediately terminate this Agreement,  with cause, by
giving  written  notice  thereof by certified  mail or  registered  mail to PRM.
OneSource and PRM's rights,  duties, and  responsibilities  as set forth in this
Agreement will continue in full force and effect during any notice period.  This
termination  applies  to  either  this  entire  Agreement,  or any  one  Project
Agreement, and shall be specified in the written termination notice.

VII. Amendments

Any amendments or modifications to the Agreement shall be invalid unless made in
writing  and  executed  by  the  parties  to  this   Agreement   or   authorized
representatives thereof.

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<PAGE>


VIII. Jurisdiction and Choice of Law

The  State and  Federal  courts of the State of  Arizona  shall  have  exclusive
jurisdiction  over all  controversies  that may arise in any  manner  under this
Agreement,  and PRM consents to the jurisdiction of such courts.  This Agreement
shall be construed in  accordance  with and governed by the laws of the State of
Arizona.


In  Witness  whereof,  the  parties  hereto  have set their  hands by there duly
authorized agents:

On Behalf of PRM:


     Michael Hirschey
     ---------------------             -----------------------        ----------
     NAME                              SIGNATURE / TITLE              DATE


On Behalf of OneSource Technologies, Inc.:


     ---------------------             -----------------------        ----------
     NAME                              SIGNATURE / TITLE              DATE


Both  parties  agree  that a signed  facsimile  copy of this  agreement  will be
legally binding.

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<PAGE>

                                  ATTACHMENT A


I.  GRANT OF COMMON STOCK

OneSource  agrees to grant nine million  (9,000,000)  shares of OneSource Common
Stock based on the following vesting schedule:

Common  Shares  vested  ("earned")  at the  commencement  of the  Engagement  is
3,000,000.

Common Shares vested ("earned") at the end of Year 1 (2003) assuming Requirement
A is met is an additional 3,000,000 bringing the total vested to 6,000,000.

Common Shares vested ("earned") at the end of Year 2 (2004) assuming Requirement
B is met is an additional 3,000,000 bringing the total vested to 9,000,000.

For purposes of these Requirements A and B, 2,000,000 Common Shares in each year
are  allocated to the Gross  Revenue  portion of the  Requirement  and 1,000,000
Common  Shares  shall be  allocated  to the  Operating  Profit  component of the
Requirement.  Should Requirement A not be met or exceeded,  the amount of shares
vested will be equal to the prorated amount (up to 150%) of the Requirement that
is met.  For  example,  in Year 2003 if the actual  Revenue is  $4,231,185  (10%
growth) and Pre-Tax  Operating  Profit is  $150,000,  then 1/2 of the  allocated
shares will vest.  (i.e.  2,000,000  x 1/2 =  1,000,000  shares vest for Revenue
Requirement  and 1,000,000 x 1/2 = 500,000 shares vest for the Operating  Income
Requirement  for a total of 1,500,000  vested shares overall for Requirement A).
The total number of Common  Shares  vesting  will be capped at 9,000,000  Common
Shares.

Should an acquisition,  merger or other change of majority  control occur within
OneSource while this Agreement is in effect,  all 9,000,000  Common Shares shall
be deemed vested.

<TABLE>
<CAPTION>
                                                            Requirement A    Requirement B
                                          Base Year Budget  Actual Results   Actual Results
                                              2003                2003            2004
                                          ----------------  --------------   --------------
<S>                                        <C>               <C>             <C>
Minimum Gross Revenues                     $3,846,532        $4,615,838      $5,769,798
Growth Percentage over prior year                                   20%             25%
(2/3 weighting or 2,000,000 Common Shares)

Minimum Pre-Tax Operating Income           $  100,000        $  300,000      $   480,000
Growth Percentage over prior year                                  200%             60%
(1/3 weighting or 1,000,000 Common Shares)
</TABLE>

All Common  shares will be granted at the  commencement  of the  Engagement  and
deemed vested for voting purposes.  Each Requirement is treated independent such
that if all of  Requirement A is not achieved,  it is still  possible to achieve
100% of Requirement B by meeting the Growth Percentages shown.

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<PAGE>

                                  ATTACHMENT B


OTHER FEES

A fee will also be earned by PRM for other activities  performed such as but not
limited to, Fund Raising  efforts,  Mergers or  Acquisitions,  or other standard
commissionable sales activities. The fees for each are shown below:

Fund Raising in the form of either debt or equity:

6% of the amount raised up to $1,000,000
5% of the amount raised over $1,000,000 and less than $2,000,000
4% of any amount raised over $2,000,000


Merger or Acquisition:

5% of the total value of the Transaction up $5,000,000
4% of the total value of the Transaction over $5,000,000 and less than
   $15,000,000
3% of the total value of the Transaction over $15,000,000


Commissionable Sales:

Commissions  will be paid  to PRM at the  current  rates  paid to  employees  of
OneSource under their standard Compensation Plan

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