EXHIBIT 10.31

                              EMPLOYMENT AGREEMENT

This Employment  Agreement (this "Agreement") is made and entered into effective
as of the 4th day of January, 2001 by and between OneSource Technologies,  Inc.,
a Delaware  corporation (the "Company") and Thomas E. Glasgow (the "Executive").
The  Company  and  Executive  are  hereinafter  collectively  referred to as the
"Parties", and individually referred to as each or any "Party".

                                    Recitals

     A. The  Company  desires  assurance  of the  association  and  services  of
     Executive in order to retain  Executive's  experience,  skills,  abilities,
     background, and knowledge, and is willing to engage Executive's services on
     the terms and conditions set forth in this Agreement.

     B. Executive desires to be in the employ of the Company,  and is willing to
     accept  such  employment  on the  terms  and  conditions  set forth in this
     Agreement.

In  consideration  of the  foregoing  premises and the mutual  covenants  herein
contained, and for other good and valuable consideration, the Parties, intending
to be legally bound, agree as follows:

                                   Agreements

1.   Employment:

1.1  The  Company  hereby  employs  Executive,   and  Executive  hereby  accepts
     employment by the Company,  upon the terms and conditions set forth in this
     Agreement.

1.2  Executive shall be the Chairman of the Board of the Company and shall serve
     in such other  capacity  or  capacities  as the Board of  Directors  of the
     Company may from time to time prescribe.  Additionally,  the Executive will
     perform tasks in various roles as required in order to build the asset base
     and infrastructure to improve the valuation of the Company.

1.3  Executive shall do and perform all services,  acts, or things  necessary or
     advisable  to manage and conduct the  business  of the  Company,  provided,
     however,  that at all  times  during  his  employment,  Executive  shall be
     subject to the direction and policies from time to time  established by the
     Board  of  Directors  of the  Company.  In  Executive's  role as  Chairman,
     Executive  will  make  general  recommendations  that  will be  subject  to
     discussion and approval by select committees  established  within the Board
     of Directors, or by the entire Board.

1.4  During the  employment  term,  Executive  shall  perform the services he is
     required to perform  pursuant to this  Agreement at the  Company's  offices
     located at 7419 East Helms,  Scottsdale,  Arizona or at such other place or
     places from which such  services can be  conveniently  provided or at which
     the Company  maintains an office  provided,  however,  that the Company may
     from  time to  time  require  Executive  to  travel  temporarily  to  other
     locations in connection with the Company's business.

2.   Loyal and Conscientious Performance; Non-Competition:

2.1  During his employment by the Company,  Executive  shall devote  significant
     time (not  less than  eight  (8)  business  days on site per  month) to the
     proper and efficient performance of this Agreement,  and shall not, without
     the  prior  written  consent  of the  Board of  Directors  of the  Company,
     directly or  indirectly,  render  services of a business,  professional  or
     commercial  nature to any other person or entity,  whether for compensation
     or  otherwise,  or engage in any business  activities  competitive  with or
     adverse to the Company's business or welfare,  whether alone, as a partner,
     or as a shareholder,  officer or director of any other corporation, or as a
     trustee, fiduciary or in a similar representative capacity.

2.2  During  his  employment  by  the  Company,  Executive  shall  perform  in a
     professional  and  conscientious   manner  in  accordance  with  applicable
     standards of professional conduct in the State of Arizona.

3.   Terms of Employment:

3.1  Subject to earlier  termination  as provided in this  Agreement,  Executive
     shall be employed for a term of two (2) years beginning January 4, 2001 and
     expiring at midnight on January 3, 2003 (the  "Employment  Period").  After
     the expiration of such term, this Agreement shall  automatically  renew for
     two  consecutive  one (1) year periods unless written notice is provided by
     the Executive Committee of the Board of Directors at least ninety (90) days
     prior to the renewal date.

4.   Compensation of Executive:

4.1  During the  initial  year  during the term of this  Agreement,  the Company
     shall  pay  Executive  a salary  (the  "Base  Salary")  of  Sixty  Thousand
     ($60,000)  Dollars per annum payable in bi-weekly  installments  until such
     time as the  Company  yields  positive  cash  flow for two (2)  consecutive
     months at which  time  Executive's  salary  will be  raised to  Seventy-Two
     Thousand  ($72,000)  Dollars per annum  payable in bi-weekly  installments.
     Such  salary  change  shall be effected  upon the  written  approval of the
     Company's Compensation  Committee,  signed by the members of the Committee,
     which shall be the action of the Board of  Directors  on a temporary  basis
     which  shall  be made  permanent  by  ratification  of the  full  Board  of
     Directors at its next regularly scheduled meeting.

4.2  Executive's  compensation  may be  changed  from  time to  time  by  mutual
     agreement of Executive and the Board of Directors of the Company.  Any such
     agreement  shall be  evidenced by a written  amendment  of this  Agreement,
     which,  among other things,  shall specify with particularity any change in
     Executive's  compensation and the date or dates when each such change shall
     become effective.

4.3  Executive's  performance shall be reviewed by the Board of Directors of the
     Company on a periodic  basis (but not less than twice in each  fiscal  year
     during the term of this Agreement). The Board of Directors may, in its sole
     discretion,  award such  bonuses to Executive  as shall be  appropriate  or
     desirable based on Executive's performance.

4.4  All of Executive's  compensation shall be subject to customary  withholding
     taxes  and any  other  employment  taxes  as are  commonly  required  to be
     collected  or  withheld  by the  Company,  together  with any  withholdings
     required  as a  result  of the  Executive's  participation  in any  Company
     benefit plan.

4.5  To the  extent  the  Company  is  unable  to pay  the  base  salary  to the
     Executive,  Executive  may receive the value of such  compensation  due and
     unpaid as of December  31st of each year during the term of this  Agreement
     in the form of additional common stock issued to Executive,  subject to the
     Company's compliance with all securities and other rules and regulations.

5.   Other Benefits:

5.1  Executive shall be eligible to participate in and be covered by any pension
     and profit sharing, life insurance,  accident insurance,  health insurance,
     hospitalization,   disability,   medical  reimbursement  or  other  plan(s)
     maintained   from  time  to  time  by  the  Company   for  its   employees.
     Participation  by the  Executive  in any such plans shall be subject to any
     required  withholding from Executive's regular compensation  payments.  The
     Company shall  purchase a policy of key man life insurance in the amount of
     $1 million dollars on the Executive,  which shall be used, in part, to fund
     any death benefit payable to the Employee under the provisions of paragraph
     8.1.

5.2  During each fiscal year of the term of this  Agreement,  Executive shall be
     entitled to vacation not to exceed two (2) weeks (ten (10)  business  days)
     in each  such  fiscal  year at  full  salary.  It is  understood  that  all
     vacations shall be taken during the year earned. Executive agrees that such
     vacation  shall be taken only at such times as the Company  shall from time
     to time  determine.  In addition to the above  annual  vacation,  Executive
     shall be entitled to additional time, also at full salary,  for sickness or
     matters of personal emergency up to a maximum of ten (10) business days per
     year.

5.3  If approved in advance of  incurring  same by the Board of Directors of the
     Company,  the  Company  shall  pay  on  Executive's  behalf,  or  reimburse
     Executive  for  expenses   incurred  in  connection  with  his  employment,
     including any professional license fees, dues, professional journals, costs
     of attending professional  conventions,  meetings, and continuing education
     classes,   and  entertainment   expenses  for   entertainment   aiding  the
     development of the Company.  Executive  agrees to submit receipts and other
     documentation to support the above expenses as a condition of reimbursement
     therefore.

5.4  Subject to the compliance with SEC  regulations  and appropriate  reporting
     requirements,  the Company  agrees to grant  Executive a Stock Grant in the
     amount of five hundred  thousand  (500,000)  shares (the "Grant") as of May
     24, 2001. The Executive,  shall,  as of May 24, 2001, be granted options to
     purchase an additional one million two hundred fifty  thousand  (1,250,000)
     shares of the Company's common stock at the closing market price on May 24,
     2001.  Seven hundred and fifty thousand  (750,000)  shares of these options
     shall be vested immediately and shall be exercisable in whole or in part by
     the Executive on or before May 24, 2006.  Five hundred  thousand  (500,000)
     shares of these options shall vest, and become exercisable by the Executive
     upon any of the following  events;  a) when the Company  achieves  positive
     cash flow for two consecutive  quarters,  b) annualized sales trending must
     exceed $3.2  million c) the  Company`s  sales  growth  exceeds by 10% of CY
     annualized sales for two consecutive quarters.  The Chief Financial Officer
     shall certify to the Compensation Committee the occurrence of the condition
     precedent to vesting,  and the  Compensation  Committee  shall  confirm the
     vesting of the options by written notice to Executive. The options shall be
     exercisable  by the  Executive for a period of five (5) years from the date
     they vest.  In the event of the sale of the Company prior to the end of the
     exercise  period,  all options granted  pursuant to this paragraph shall be
     exercisable on or before the date of the closing.

5.5  Any future options or warrants and corresponding shares shall be subject to
     the terms and conditions of the Company's stock option plan as the same may
     be in force from time to time (the "Plan").

5.6  Should  Executive  arrange or facilitate any single  financing  transaction
     exceeding Five Hundred Thousand ($500,000) Dollars in a single transaction,
     Executive  shall be entitled to a transaction  fee of five (5%) percent for
     the   completion  of  that   transaction,   provided  that  the  cumulative
     transaction  fees do not  exceed  twelve  (12%)  percent  in the  aggregate
     between all parties.

5.7  In the  event  of a  merger,  amalgamation  or  change  of  control  in any
     transaction  during the  employment  period,  Executive  is  entitled  to a
     transaction  fee of the lesser of three (3%) percent (on the gross contract
     sales  price or a minimum  of One  Hundred  Thousand  ($100,000)  Dollars),
     provided that the  transaction  is approved by the Board of Directors,  The
     payment  of the  transaction  fee  shall  effect  the  termination  of this
     Agreement for the remainder of its term however,  all  unexercised  options
     referenced in 5.4 will be considered vested or earned with the ratification
     of this transaction.

6.   Indemnification by the Company:

6.1  The Company shall,  to the maximum extent  permitted by law,  indemnify and
     hold Executive harmless against expenses,  including reasonable  attorney's
     fees,  judgments,   fines,  settlements  and  other  amounts  actually  and
     necessarily incurred in connection with any proceeding arising by reason of
     Executive's  employment  by the Company.  The Company shall also advance to
     the Executive any expenses incurred in defending any such proceeding to the
     maximum extent permitted by law.

7.   Termination:

7.1  Without cause:

     a.   Either Party may  voluntarily  terminate the Employment  Agreement and
          Executive's  employment  hereunder  without  cause  for any  reason in
          his/its sole discretion by giving not less than thirty (30) days prior
          written  notice to the other  Party.  As used  herein,  a  termination
          "without cause" shall mean any termination  that is not "for cause" as
          defined in Section 7.2 or 7.3 below, as applicable.

     b.   If  Executive's  employment  under this Agreement is terminated by the
          Company  without cause before the last day of the  Employment  Period,
          Executive  shall be  entitled  to  receive as  compensation  an amount
          ("Severance  Pay") equal to the lesser of (a) the  equivalent  of nine
          (9) months of Base Salary,  or (b) the  equivalent  of the Base Salary
          for the number of months  then  remaining  in the  Employment  Period,
          which  amount  shall be paid to  Executive at the same time and in the
          same manner as if Executive was then employed by the Company.

     c.   If  Executive's  employment  under this  Agreement  is  terminated  by
          Executive  without  cause,  Executive  shall be entitled to receive as
          compensation  only the applicable  Base Salary prorated to the date of
          such termination on the basis of a 365-day year.

7.2  Termination by Company for cause:

     a.   At the direction of the Company's Board of Directors,  the Company may
          terminate  the  Employment   Agreement  and   Executive's   employment
          hereunder  for  cause by  delivery  of  written  notice  to  Executive
          specifying  the cause or causes relied upon for such  termination.  If
          the Employment Period and Executive's  employment under this Agreement
          is  terminated  by the  Company  for cause  before the last day of the
          Employment   Period,   Executive  shall  be  entitled  to  receive  as
          compensation  for such fiscal year,  only the Base Salary set forth in
          Section  4.1  prorated  to the date of  termination  on the basis of a
          365-day  year.  Grounds for the Company to  terminate  the  Employment
          Period  "for  cause"  shall  consist of the  occurrence  of any of the
          following events:

          (i)  Executive's  failure or refusal to perform the duties  reasonably
               related to the capacity in which he is employed  hereunder  which
               have been or may be assigned to him by the Board of  Directors of
               the Company,  and Executive has not corrected such conduct within
               thirty  (30) days of  written  notice  thereof ,  specifying  the
               duties to be performed, from the Company to Executive;

          (ii) Executive's  performance  of any  action  when  specifically  and
               reasonably  instructed  not to do so by the Board of Directors of
               the Company;

          (iii)Executive's  commission  of any fraud  against the Company or use
               or appropriation  for his personal use or benefit of any funds or
               properties of the Company in a material  amount not authorized by
               the Board of Directors to be used or appropriated;

          (iv) Executive's conviction of any crime involving moral turpitude;

          (v)  The bankruptcy of the Company or, as reasonably determined by the
               Company's  Board of Directors,  the  likelihood  that the Company
               will be unable to meet its  liabilities  maturing  within  ninety
               (90) days of such determination; or

          (vi) Executive's  material  breach of any provision of this Agreement,
               and  Executive's  failure to cure such breach  within thirty (30)
               days of written notice thereof from the Company to Executive.

     b.   Termination  Date:  Any notice of  termination  given pursuant to this
          Article 7 shall effect  termination  as of the date  specified in such
          notice or, in the event no such date is specified,  on the last day of
          the month in which such notice is delivered.

7.3  Termination  Upon Death or  Disability.  Executive's  employment  hereunder
     shall  terminate  without notice upon the date of Executive's  death or the
     date when Executive becomes  "completely  disabled" as that term is defined
     in Section 8.2.

7.4  Non-solicitation:

     a.   For a period of two (2) years following the termination of Executive's
          employment  with the  Company,  Executive  shall not solicit or in any
          manner encourage employees of the Company to leave its employ.

     b.   If this  Agreement is terminated  other than  immediately  pursuant to
          Section 7.1 or 7.2,  the Board of Directors of the Company may, in its
          sole  discretion  and  subject  to its other  obligations  under  this
          Agreement,  relieve  Executive of his duties under this  Agreement and
          assign  Executive  other duties and  responsibilities  to be performed
          until the termination becomes effective.


8.   Death or Disability During Term of Employment:

8.1  Upon  termination  of  Executive's  employment  pursuant  to  Section  7.4,
     Executive  or his estate or  personal  representative,  as the case may be,
     shall be entitled to receive  Executive's  Base Salary set forth in Section
     4.1 for a period of six (6) months  following the date of death or the date
     when  Executive  becomes  completely  disabled,  or through  the end of the
     fiscal year in which such termination occurs, whichever is longer.

8.2  The term  "completely  disabled" as used in this  Agreement  shall mean the
     inability of Executive to perform his duties under this  Agreement  because
     he has become  permanently  disabled  within  the  meaning of any policy of
     disability  income  insurance  covering  employees  of the Company  then in
     force.  In the  event  the  Company  has no  policy  of  disability  income
     insurance  covering  employees of the Company then in force when  Executive
     becomes disabled,  the term "completely  disabled" shall mean the inability
     of Executive  to perform his duties  under this  Agreement by reason of any
     incapacity,  physical  or  mental,  which  the  Board of  Directors  of the
     Company,  based upon  medical  advice or an opinion  provided by a licensed
     physician  acceptable to the Board of Directors of the Company,  determines
     to have incapacitated  Executive from satisfactorily  performing all of his
     usual services for the Company for the foreseeable future.  Based upon such
     medical  advice or  opinion,  the action of the Board of  Directors  of the
     Company  shall be final and binding and the date such action is taken shall
     be the date of such complete disability for purposes of this Agreement.

9.   Executive's  Duties Regarding Trade Secrets;  Confidential  Information and
     Patent Rights:

9.1  Upon termination of this Agreement, Executive shall promptly deliver to the
     Company all equipment,  notebooks,  documents,  memoranda,  reports, files,
     books,  correspondence,  lists  or other  written,  electronic  or  graphic
     records,  and the like,  relating to the Company's  business,  which are or
     have been in Executive's possession or under his control.

9.2  Executive  shall not  disclose or use at any time,  except as  necessary to
     perform his duties under this Agreement, either during or subsequent to his
     employment, any secret or confidential information or knowledge obtained by
     Executive while employed by the Company from either the Company,  its other
     employees  or its  customers.  Executive  agrees  to  execute  any  Company
     Non-Competition, Non-Disclosure Agreements, as approved by legal counsel to
     the Company, in such form as may be presented to him from time to time.

9.3  Executive agrees that he will promptly and fully inform and disclose to the
     Company  from  time to  time  all  inventions,  designs,  improvements  and
     discoveries  which he now has, or may  hereafter  have,  during the term of
     this Agreement which pertain or relate to the business of the Company or to
     any experimental  work carried on by the Company,  whether conceived by the
     Executive  or with  others and  whether  or not  conceived  during  regular
     working hours. All such inventions,  designs,  improvements and discoveries
     shall be the exclusive property of the Company.  Executive shall assist the
     Company and shall  execute all  documents  and do all things  necessary  to
     obtain  such  patents on all such  inventions,  designs,  improvements  and
     discoveries  deemed  patentable  by  the  Company  and  shall  execute  all
     documents and do all things  necessary to obtain such patents,  and to vest
     the  Company  with full and  exclusive  title  thereto and protect the same
     against infringement by others.

9.4  Executive,  during  the term of this  Agreement,  will  have  access to and
     become acquainted with various trade secrets,  including but not limited to
     formulas, patterns, devices, secret inventions,  processes,  customer lists
     and compilations of information, records and specifications which are owned
     by the Company and which may or may not be regularly  used in the operation
     of the  business of the  Company.  Executive  shall not disclose any of the
     aforesaid  trade secrets,  directly or indirectly,  or use them in any way,
     either during the term of this Agreement or at any time thereafter,  except
     as  required in the course of his  employment  by the  Company.  All files,
     records, documents,  drawings,  specifications,  equipment, computer disks,
     other  electronic  media and similar items  relating to the business of the
     Company,  whether  prepared by the  Executive or otherwise  coming into his
     possession,  shall remain the  exclusive  property of the Company and shall
     not be removed from the premises of the Company except for purposes related
     to the pursuit of the  business of the Company,  without the prior  written
     consent of the Company.

9.5  Executive  agrees to hold in confidence and refrain from  disclosing to any
     person  information  about the Company which Executive knows as a result of
     the  performance  of this  duties  under  this  Agreement,  except  for the
     disclosure of information which Executive  reasonably believes is generally
     known  or  available  to the  public  or  which is  appropriate  under  the
     circumstances  to disclose in connection with the performance of his duties
     under this Agreement.

10.  Assignment and Binding Effect:

10.1 This Agreement  shall be binding upon and inure to the benefit of Executive
     and Executive's heirs, executors, administrators and legal representatives.
     Neither this Agreement nor any rights or  obligations  under this Agreement
     shall be assignable by Executive.  This Agreement shall be binding upon and
     inure to the benefit of the Company and its  successors,  assigns and legal
     representatives.  The Company may assign this Agreement  pursuant to a sale
     of the business.

11.  Notices:

11.1 All notices or demands of any kind,  required or  permitted  to be given by
     the Company or Executive  under this  Agreement,  shall be given in writing
     and  shall  be  personally  delivered  (and  receipted  for) or  mailed  by
     certified mail,  return receipt  requested,  postage prepaid,  addressed as
     follows:

    If to the Company:                  OneSource Technologies, Inc.
                                        7419 East Helms
                                        Scottsdale, Arizona 85260
                                        Attn:  Jerry Washburn

    If to Executive:                    Mr. Thomas E. Glasgow
                                        199 Ivy Lane
                                        Bloomingdale, Illinois 60108

     Any such written  notice shall be deemed  received  either when  personally
     delivered or three (3) days after its deposit in the United  States mail as
     specified above.  Either Party may change its address for notices by giving
     notice to the other Party in the manner specified in this section.

12.  Choice of Law:

12.1 This Agreement is made in  Scottsdale,  Arizona.  This  Agreement  shall be
     construed  and  interpreted  in  accordance  with the laws of the  State of
     Arizona.

13.  Integration:

13.1 This Agreement contains the entire agreement of the Parties relating to the
     subject matter of this Agreement, and supersedes all prior oral and written
     employment  agreements or arrangements between the Parties.  This Agreement
     cannot be  amended  or  modified  except by a written  agreement  signed by
     Executive and the Company.

14.  Waiver:

14.1 No term,  covenant or  condition of this  Agreement  or any breach  thereof
     shall be  deemed  waived,  except  with the  written  consent  of the Party
     against  whom the  waiver is  claimed,  and any  waiver  of any such  term,
     covenant,  condition  or  breach  shall not be deemed to be a waiver of any
     preceding  or  succeeding  breach of the same or any other term,  covenant,
     condition or breach.

15.  Severability:

15.1 The  unenforceability,  invalidity  or  illegality of any provision of this
     Agreement   shall  not  render  any  other   provision  of  this  Agreement
     unenforceable, invalid or illegal.

16.  Interpretation; Construction:

16.1 The headings set forth in this Agreement are for convenience only and shall
     not be used in interpreting this Agreement. This Agreement has been drafted
     by  legal  counsel   representing  the  Company,  but  Executive  has  been
     encouraged, and has had the opportunity to consult with his own independent
     counsel and tax advisors with respect to the terms of this  Agreement.  The
     Parties  acknowledge  that each  Party and its  counsel  has  reviewed  and
     revised,  or had an opportunity to review and revise this Agreement and the
     normal rule of  construction  to the effect that any  ambiguities are to be
     resolved   against  the  drafting  party  shall  not  be  employed  in  the
     interpretation of this Agreement.

17.  Representations and Warranties;

17.1 Executive  represents and warrants that he is not restricted or prohibited,
     contractually  or otherwise,  from entering into and performing each of the
     terms and covenants contained in this Agreement, and that his execution and
     performance  of this  Agreement  will  not  violate  or  breach  any  other
     agreement between Executive and any other person or entity.


     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
     first above written.

                  COMPANY:

                                    OneSource Technologies, Inc.
                                    A Delaware corporation


                                    By: /s/ Jerry Washburn
                                        --------------------------------
                                         Jerry Washburn
                                         President & Chief Executive Officer

                  EXECUTIVE:


                                    By: /s/ Thomas E. Glasgow
                                        ---------------------------------
                                         Thomas E. Glasgow