EXHIBIT
10.15

PARTNERS RESOURCE MANAGEMENTTHE
TRANSITION SPECIALIST

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Mr Steve McEvoy Chief Operating
OfficerOne Source Technologies Inc.15730 N 83rd WayScottsdale, AZ
85260

January 1, 2005

Dear Steve,

# Engagement Resources
Agreement

Partners Resource Management, LLC
(Partners) understands that One Source Technologies Inc. (the
Company) desires to engage Partners personnel (the Associates)
from time to time as required by engagement circumstances and as determined and
commissioned by mutual agreement of Partners and the Company. The Company acknowledges
that the Associates are engaged for the benefit of the Company but are and will remain
Employees of Partners so that they will have continuous access to our firms
resources for use in their involvement with the Company. This Engagement Resources
Agreement (the Resources Agreement) sets forth the rights of the Company,
through the Employees to use such resources for the benefit of the Company and for the
payment for such services.

Partners obligations to the
Company are exclusively those set forth in this Resources Agreement and Exhibit A
attached hereto. This document will serve as the entire agreement between the Company and
Partners.

If additional services are required
beyond the scope of this Resource Agreement, as stipulated in Exhibit A hereto and agreed
to by the Company, they will be described in detail and incorporated in a separate
agreement(s) that are not a part of this Resource Agreement.

# Compensation

The Company will pay directly to
Partners, as compensation for engagement services and compensation for the intellectual
capital resources provided, an amount equal to Fifteen thousand dollars ($15,000.00) per
month during the term of this Resources Agreement. Partners in turn will directly
compensate its personnel for their involvement in the engagement with the Company.

All such compensation payable or
deliverable to Partners is referred to herein as the Resource Fee.

4500 North 32nd StreetSuite
203 Phoenix, AZ 85018

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PARTNERS RESOURCE MANAGEMENTTHE
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Payments of Resource Fee described
above will be made directly to Partners on a monthly basis in the amount of fifteen
thousand dollars ($15,000) on the 15th day of each month during the term of this Resource
Agreement. Such payments shall be made by an automated clearing house (ACH)
payment as provided below, or, if ACH payment is not available, by check.

# Termination

This Resources Agreement will
terminate immediately upon the effective date of termination, which is June 30, 2005.

In the event that either party
commits a breach of this Resources Agreement and fails to cure the same within seven (7)
days following delivery by the non-breaching party of written notice specifying the nature
of the breach, the non-breaching party will have the right to terminate this Resources
Agreement immediately effective upon written notice of such termination.

# Hiring Partners
Personnel Outside of Agreement  Liquidated Damages

During the term of this Resources
Agreement and during the twelve (l2)-month period following termination or expiration of
this Resources Agreement, the Company will not hire or solicit, or attempt to hire or
solicit, Partners Personnel for employment with or engagement as an independent contractor
for, the Company or any affiliate of the Company.

The parties recognize and agree that
a breach by the Company of this provision would result in injury that would be impossible
to ascertain accurately. Therefore, in the event of the breach of this provision, the
Company will pay to Partners as liquidated damages, and not as a penalty, an amount equal
to twenty-five percent (25%) of the total Resource Fees stipulated above in this Resource
Agreement. Such amount will be due and payable to Partners at the time of the
Companys violation of this provision. The parties agree that such amount of
liquidated damages represents a reasonable advance approximation of the damages that would
be incurred as a result of a breach by the Company of this provision. Any liquidated
damages paid pursuant to this provision shall serve as the remedy for breach of this
non-recruitment provision only, not the breach by the Company of any other provision
contained in this Resource Agreement.

# Disclaimers &
Limitations of Liability

Partners represents to the Company that
Partners has conducted its standard screening and investigation procedures with respect to
its personnel becoming an affiliate in Partners, and the results of the same were
satisfactory to Partners.

4500 North 32nd StreetSuite
203 Phoenix, AZ 85018

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PARTNERS RESOURCE MANAGEMENTTHE
TRANSITION SPECIALIST

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Partners makes no representation or
warranty as to the accuracy or reliability of reports, projections, forecasts, or any
other information derived from use of Partners resources, and Partners will not be
liable for any claims of reliance on such reports, projections, forecasts, or information.
Partners disclaims all other warranties, either express or implied. Partners will not be
liable for any non-compliance of reports, projections, forecasts, or information or
services with federal, state, or local laws or regulations.

In the event that any associate of
Partners (including without limitation a former Employee) is subpoenaed or otherwise
required to appear as a witness or Partners or such partner is required to provide
evidence in connection with any action, suit, or other proceeding arising in connection
with this Resources Agreement or Partners Personnel employment or engagement with the
Company, then the Company shall reimburse Partners for the costs and expenses (including
reasonable attorneys fees) actually incurred by Employee or Associate and provide
Partners with compensation at Partnerss customary rate for the time incurred.

The Company agrees that, with respect
to any claims the Company may assert against Partners in connection with this Resources
Agreement or the relationships arising hereunder, Partners total liability will not
exceed two (2) months of the then current Resource Fee.

As a condition for recovery of any
liability, the Company must assert any claim against Partners within three (3) months
after discovery or sixty (60) days after the termination or expiration of this Resources
Agreement, whichever is earlier.

Partners will not be liable in any
event for incidental, consequential, punitive, or special damages, including without
limitation, any interruption of business or loss of business, profit, or goodwill.

Arbitration

If the parties are unable to resolve
any dispute arising out of or in connection with this Resources Agreement, either party
may refer the dispute to arbitration by a single arbitrator selected by the parties
according to the rules of the American Arbitration Association (AAA), and the
decision of the arbitrator will be final and binding on both parties. Such arbitration
will be conducted by the Atlanta, Georgia office of the AAA. In the event that the parties
fail to agree on the selection of the arbitrator within thirty (30) days after either
partys request for arbitration under this paragraph, the arbitrator will be chosen
by AAA. The arbitrator may in his discretion order documentary discovery but shall not
allow depositions without a showing of compelling need. The arbitrator will render his
decision within ninety (90) days after the call for arbitration. The arbitrator will have
no authority to award punitive damages. Judgment on the award of the arbitrator may be
entered in and enforced by any court of competent jurisdiction. The arbitrator will have
no authority to award damages in excess or in contravention of this Resources Agreement
and may not amend or disregard any provision herein. Notwithstanding the foregoing, no
issue related to the ownership of intellectual property will be subject to arbitration but
will instead be subject to determination by a court of competent jurisdiction, and either
party may seek injunctive relief in any court of competent jurisdiction.

Miscellaneous

4500 North 32nd StreetSuite
203 Phoenix, AZ 85018

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PARTNERS RESOURCE MANAGEMENTTHE
TRANSITION SPECIALIST

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Partners will be entitled to receive
all reasonable costs and expenses incidental to the collection of overdue amounts under
this Resources Agreement, including but not limited to attorneys fees actually
incurred.

Neither the Company nor Partners will
be deemed to have waived any rights or remedies accruing under this Resources Agreement
unless such waiver is in writing and signed by the party electing to waive the right or
remedy, notwithstanding any payment of liquidated damages as provided in this agreement.
This Resources Agreement binds and benefits the successors of Partners and the Company.

Neither party will be liable for any
delay or failure to perform under this Resources Agreement (other than with respect to
payment obligations) to the extent such delay or failure is a result of an act of God,
war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond
such partys reasonable control.

The terms of this Resources Agreement
are severable and may not be amended except in a writing signed by Partners and the
Company. If any portion of this Resources Agreement is found to be unenforceable, the rest
of the Resources Agreement will be enforceable except to the extent that the severed
provision deprives either party of a substantial portion of its bargain.

The provisions in this Resources
Agreement concerning payment of compensation and reimbursement of expenses, limitation of
liability, non-recruitment, and arbitration will survive any termination or expiration of
this Resources Agreement.

This Resources Agreement will be
governed by and construed in all respects in accordance with the laws of the State of
Arizona, without giving effect to conflicts-of-Iaws principles. Nothing in this Resources
Agreement shall confer any rights upon any person or entity other than the parties hereto
and their respective successors and permitted assigns.

Nothing in this Resources Agreement
shall confer any rights upon any person or entity other than the parties hereto and their
respective successors and permitted assigns.

Each person signing below is
authorized to sign on behalf of the party indicated, and in each case such signature is
the only one necessary.

# Bank Mailing Address for
Deposit and Resource Fee only:

Partners Management Resources, LLC,
P.O. Box 403291 Scottsdale, AZ

Electronic Payment
Instructions for Resource Fee:

4500 North 32nd StreetSuite
203 Phoenix, AZ 85018

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PARTNERS RESOURCE MANAGEMENTTHE
TRANSITION SPECIALIST

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Bank Name: Wells Fargo
Bank Branch: 14595 North
Scottsdale Road, Scottsdale, Arizona Routing Number:For ACH Payments: ABA #121000248

Account Name: Partners Resource
Management, LLC Account Number: 0631725785 Please reference One Source Technologies, Inc.
in the body of the wire.

Please sign below and return a signed
copy of this letter to indicate the Companys agreement with its terms and
conditions.

We look forward to serving you.

Sincerely yours,

PARTNERS RESOURCE
MANAGEMENT, LLC Stephen Russell, PRESIDENT

Acknowledged and agreed by:

One Source Technologies,
Inc.

4500 North 32nd StreetSuite
203 Phoenix, AZ 85018

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PARTNERS RESOURCE MANAGEMENTTHE
TRANSITION SPECIALIST

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ATTACHMENT A

# Scope of Services

A: Information Tecnology (IT)
Support

|1. | Assistance
as needed with I.T. related issues
|-- | ---------------------------------------------

| | a. | End
user issue           resolution
| | -- | -----------------------------------

| | b. | Printer/Scanner/Fax
troubleshooting
| | -- | -----------------------------------

| | c. | Enterprise
email related           issue resolution
| | -- | ---------------------------------------------------

| | d. | Website/DNS/ISP
related issue resolution
| | -- | ----------------------------------------

| | e. | Phone
system           related issue resolution
| | -- | -----------------------------------------------

| | f. | Remote
network issue resolution
| | -- | -------------------------------

| | g. | Miscellaneous
          software support
| | -- | ----------------------------------------

|2. | Periodic
scheduled maintenance
|-- | ------------------------------

| | a. | Antivirus
pattern definition updates
| | -- | ------------------------------------

| | b. | Microsoft
event log monitoring
| | -- | ------------------------------

| | c. | Microsoft
security updates and patches
| | -- | --------------------------------------

| | d. | Backup
verification and rotation
| | -- | --------------------------------

| | e. | Server
performance monitoring
| | -- | -----------------------------

| | f. | Security
          administration, users and policies
| | -- | -----------------------------------------------------

| | g. | Firewall
monitoring and maintenance
| | -- | -----------------------------------

| | h. | Remote
network connectivity monitoring
| | -- | --------------------------------------

|3. | Documentation
updates as needed
|-- | -------------------------------

| | a. | Network
topology
| | -- | ----------------

| | b. | User
rights and           security
| | -- | ----------------------------------

| | c. | File
structure
| | -- | --------------

| | d. | I.T.
policies and procedures
| | -- | ----------------------------

|4. | Specific
projects (will vary as tasks are completed / added)
|-- | ------------------------------------------------------------

| | a. | Website
          completion
| | -- | ----------------------------

| | b. | Securing
the existing wireless network
| | -- | --------------------------------------

| | c. | Current
system capacity           vs. utilization report
| | -- | --------------------------------------------------------

| | d. | System
standardization / pc inventory and diagnostics
| | -- | -----------------------------------------------------

4500 North 32nd StreetSuite
203 Phoenix, AZ 85018

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PARTNERS RESOURCE MANAGEMENTTHE
TRANSITION SPECIALIST

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| | 5. | Itemized
billing
| | -- | ----------------

| | a. | All
work performed during the billing period will be detailed
| | -- | -------------------------------------------------------------

These services will be a combination
of a minimum of 3 half-days on site each week, supplemented by on-call support as
required, and will be primarily deliverd by Alan Rogers, of Partners Resource Management.

B:   Marketing Content
& Brand Development

These services will be delivered on
an as needed basis by Chris Hambright, of Partners Resource Management,
primarily on-site. Examples of areas where assistance has been/will be required:

Logo DevelopmentContent
Development for:BrochureWeb Site

Graphical Design for:Web
SiteMarketing Collateral

Company Presentation
Materials

Business Card DesignForm
Templates

Ongoing
Support/Maintenance

4500 North 32nd StreetSuite
203 Phoenix, AZ 85018

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PARTNERS RESOURCE MANAGEMENTTHE
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C:  M&A Support and
Research

These services will be delivered on a
full-time basis by Josh Hirschey, of Partners Resource Management, primarily on-site.

Seek out target acquisitions,
research and qualify, including due diligence processing

Analyse responses to due diligence
questions, summarize and present to management for further action

Propose initial valuation of target
company

Carry out follow-up work as directed

4500 North 32nd StreetSuite
203 Phoenix, AZ 85018

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