AGREEMENT FOR PROFESSIONAL SERVICES
                       -----------------------------------


     AGREEMENT  made  this  _____ day of May, 2000, between AFFILIATED RESOURCES
CORPORATION  (ARCX),  a  Colorado  Corporation, residing at 3050 Post Oak Blvd.,
Suite 1080, Houston, Texas 77056, hereinafter referred to as the Client, and THE
BRADLE  GROUP,  INC.,  a  Texas  Corporation,  whose  address is P. O. Box 1017,
Lampasas,  Texas  76550,  hereinafter  referred  to  as  the  Consultant.

                                    RECITALS

     The Client is a public company traded on the OTC as ARCX, and operates as a
holding  company.  Its principal place of business is located in Houston, Texas.

     The  Client  is currently engaged in several projects and desires to engage
the services of Consultant to assist in such projects and to render his services
on  the  terms  and  conditions  provided  in  this  agreement.

     The  Consultant  is  in the business of providing consultation for business
purposes  and  desires  to  render  his  professional services for the Client as
provided  herein.

     THEREFORE, the Client hereby engages the services of the Consultant, and in
consideration  of  the  mutual  promises  herein contained, the parties agree as
follows:

                                      TERM

     1.     The  terms  of  this agreement shall be effective on the date of its
execution  and  will  remain  in full force and effect for the period of one (1)
year.  After  the  period of one (1) year, the parties have the option to extend
the  terms  of  this  agreement  for  one  (1)  additional  year.

                                    SERVICES

     2.     The  services  to  be  provided  are  as  follows:  provide business
consulting  services  to  all  operations  of  Client; negotiate with creditors;
negotiate  sales  of  any companies or assets on Client's behalf; interface with
attorneys  in  the ongoing litigation between Client, Client's subsidiaries, and
creditors;  advise  the  board  of  directors  on an as-needed basis; advise the
corporate officers on an as-needed basis; negotiate business contracts on behalf
of  the  Client;  assist  in  developing  new business opportunities for Client;
assist  in expanding existing operations; provide business strategies to enhance
Client's  operations.  Client's  responsibilities  will  be  to  provide  any
documents,  evidence,  etc.  in  order  to  comply with any court orders; and to
facilitate  any  other  normal  business  transaction  that  may  be  necessary.

                           USE OF AGENTS OR ASSISTANTS

     3.     To the extent reasonably necessary for the Consultant to perform his
duties  hereunder,  the Consultant shall be authorized to engage the services of
any  agents  or  assistants which he may deem proper, and he may further employ,
engage,  or  retain the services of such other persons or corporations to aid or
assist him in the proper performance of his duties.  The cost of the services of
such  agents  or  assistants shall be borne by the Consultant, but reimbursed to
Consultant  by  Client  upon  written  notice  of  costs.

     However,  should  it  become  necessary  for  Client  to retain specialized
services,  the  Consultant may select the appropriate personnel upon approval by
the  Client.  Client  will  be  responsible for the fees and costs of additional
specialists.

                                   FACILITIES

     4.     Client  shall  allow  Consultant  to  have  access  to all pertinent
business  records  and documents, and Consultant shall have reasonable access to
office  space  at  Client's  business  when  necessary.

                                       FEE

     5.     For  services  to  be  rendered under this agreement, the Consultant
shall  be  entitled  to  a fee as follows: 250,000 free-trading common shares of
ARCS  to  be delivered to Consultant within twenty (20) days of the execution of
this  Agreement;  250,000  free-trading  option  shares  at  $.10  per  share,
irrevocable  and with no time limit, and said shares are to be free-trading once
the  shares are exercised under this option agreement; an hourly rate of $75.00,
due  and  payable  within  thirty  (30)  days  from  the  date  of  invoice.

     Should  the  Client  require  additional  services,  the  fee  for any such
additional  services  shall  be  negotiated  and  paid  separately.

                                    EXPENSES


<PAGE>


6.          Consultant  will  not  seek  a  reimbursement  of  expenses
under  the  agreed  compensation  package  with  exception  to any travel beyond
Lampasas,  Texas.  Consultant  will  be responsible for reasonable and customary
expenses.  Consultant  will  be  reimbursed  for  all phone expenses and will be
reimbursed  mileage  at  the  rate  of  $.31  per  mile.
                    WARRANTIES AND REPRESENTATIONS BY CLIENT

     7.     ARCX  warrants and represents that any common shares issued shall be
free-trading,  fully  registered,  and  in  total  compliance with SEC and state
securities  laws  and  regulations.

     ARCX  warrants and represents that any and all actions or work requested of
Consultant  will  be  in  total compliance with all federal and state securities
laws.

     ARCX  shall make its securities counsel available to Consultant at Client's
expense,  to  review any matter or to advise Consultant on any securities matter
related  to  the  Client.

     ARCX  shall  make its corporate counsel available to Consultant at Client's
expense,  to  review any matter or to advise Consultant on any securities matter
related  to  the  Client.

                                DEVOTION OF TIME

     8.     The  Consultant  shall  devote  such  time to the performance of his
duties  under  this  agreement  as  is  reasonably  necessary for a satisfactory
performance.  Should the Client require additional services not included in this
agreement,  the Consultant shall make a reasonable effort to fit such additional
services  into  his  time  schedule  without decreasing the effectiveness of his
performance  of  his  duties  hereunder.

                                    INSURANCE

     9.     The  Consultant  shall  be  an  independent  contractor  and  not an
employee  of  the  Client  under  this  agreement and shall maintain a policy of
liability  insurance  in  the  minimum amount of $100,000.00 to cover any claims
arising  out  of  the performance of his services under this agreement and shall
further  indemnify,  save  harmless,  and defend the Client from any such claims
arising  from  any  act  or  omission  of  the  Consultant  or  his  agents.

     In  addition,  the  Client  shall carry a liability insurance policy with a
minimum  face  value  of  $100,000.00.

                                ENTIRE AGREEMENT

     10.     This agreement supersedes any and all other agreements, either oral
or  in  writing,  between  the parties hereto with respect to the subject matter
hereof,  and  no  other agreement, statement, or promise relating to the subject
matter  of  this  agreement  which  is  not  contained  herein shall be valid or
binding.



                               APPROVAL OF ACTION

     11.     Any  action  taken by Consultant for the benefit of or on behalf of
Client  that  involves a business transaction such as purchase of property, sale
of  property, settlement of lawsuit, execution of legal documents, etc. shall be
subject  to  the  prior  approval  of  Client.

                                   ASSIGNMENT

     12.     Neither  this  agreement  nor  any  duties or obligations hereunder
shall  be  assignable by the Consultant without the prior written consent of the
Client.  In the event of an assignment by the Consultant to which the Client has
consented,  the assignee or his legal representative shall agree in writing with
the  Client  to  personally  assume,  perform,  and  be  bound by the covenants,
obligations,  and  agreements  contained  herein.

                             SUCCESSORS AND ASSIGNS

    13.     Subject  to the provision regarding assignment, this agreement shall
be  binding  on  the  heirs,  executors,  administrators, legal representatives,
successors,  and  assigns  of  the  respective  parties.

                                 ATTORNEY'S FEES

    14.     If any action at law or in equity is brought to enforce or interpret
the  provisions  of  this  agreement,  the prevailing party shall be entitled to
reasonable  attorney's  fees  in addition to any other relief to which he may be
entitled.

                                  GOVERNING LAW

    15.     The  validity  of  this  agreement  and  of  any  of  its  terms  or
provisions,  as well as the rights and duties of the parties hereunder, shall be
governed  by the laws of the State of Texas and shall be enforceable in the City
of  Lampasas.

                                    AMENDMENT

    16.     This agreement may be amended by the mutual agreement of the parties
hereto  in  a  writing  to  be attached to and incorporated into this agreement.

                               LEGAL CONSTRUCTION

    17.     In  case  any  one  or  more  of  the  provisions  contained in this
agreement  shall for any reason be held to be invalid, illegal, or unenforceable
in  any  respect,  such  invalidity,  illegality,  or unenforceability shall not
affect  any  other provision thereof and this agreement shall be construed as if
such  invalid,  illegal,  or  unenforceable  provision  had never been contained
herein.

                                DEFAULT BY PARTY

    18.     If  either  party to this agreement defaults or fails to complete an
obligation  created  by  this  contract,  the  other  party shall be entitled to
reasonable  costs  and  expenses,  including attorney's fees and other necessary
disbursements  in  addition  to  any  other  relief  to  which  the party may be
entitled.

                                 CONFIDENTIALITY

    19.     Both  parties  to  this contract agree that all terms and conditions
hereto  are  confidential  and  shall  not  be  revealed  to  any  other  party.

                                 INDEMNIFICATION

    20.     The  Client  agrees  to  indemnify,  save  harmless,  and defend the
Consultant from all liability, loss, damage or injury arising out of or incident
to  the  performance  of  this  agreement,  including,  without  limitation, all
consequential damages, except for damages arising out of the errors or omissions
of  Consultant.

     Executed  at  Lampasas,  Texas,  on  the  day and year first above written.


CLIENT                                     CONSULTANT

AFFILIATED  RESOURCES                      THE  BRADLE  GROUP,  INC.,
CORPORATION  (ARCX),                       a  Texas  Corporation
a  Colorado  Corporation


BY:     BY:
   PETER  C.  VANUCCI,                     MICHAEL  R.  BRADLE,  President
   Chairman  and  CEO