EXHIBIT 10.16

# EMPLOYMENT AGREEMENT

This
Employment Agreement (this Agreement) is entered into as of this 24th day of
March, 2005, between OneSource Technologies, Inc. a Delaware corporation (the
Company) and Michael L. Hirschey (the Employee). The term
Parties shall refer collectively to both of these entities.

# RECITALS

Although
designated Recitals, the following constitute covenants and warranties and are a part of
this Agreement.

A.       
          Company is currently engaged in two closely related and complimentary lines of
          technology industry services and products: (1) equipment sales integration and
          maintenance support services; and (2) providing high quality compatible imaging
          supply products. As used herein, however, the term Line of Business
          shall mean the business described in this paragraph and shall also mean any
          other activity or business enterprise in which the Company or any subsidiary
          engages, whether or not related to the foregoing, at any time during the Term
          hereof.

B.
       
          The Company and Employee desire to and hereby do terminate any previous
          employment agreement and understandings between them and hereby agree instead to
          be governed by the terms and conditions of this Agreement, as of the date
          specified in Section 5.1 herein.

# AGREEMENT

NOW,
THEREFORE, in consideration of the mutual promises and covenants herein contained, the
Parties agree as follows:

1.    
          Employment. Employee accepts such continued employment from
          the Company upon the terms and conditions set forth below.

2.    
          Services and Duties. Subject to the provisions of this
          Section 2, Employees initial position with Company shall be that of Chief
          Executive Officer and his duties shall be commensurate with such title, as may
          be determined by the Company from time to time, in its sole and absolute
          discretion.

2.1.               During
the Term of this Agreement, Employee shall devote his full time and           efforts to
the promotion and development of the Line of Business and to the           fulfillment of
his duties as an employee of the Company; and shall faithfully,           completely and
accurately carry out and perform such policies and instructions           as may be
established by the Company, its Board of Directors, or any person to           whom the
Board of Directors has delegated the responsibility for overseeing and
          supervising the activities of Employee.

2.2.                        The
principal place of Employees performance shall be Scottsdale, Arizona.

2.3.                         During
his employment by Company, Employee shall not engage in activities           conflicting
with, in competition with, or detrimental to, the interests of           Company. Before
working on, planning, organizing, or engaging in any consulting,           employment or
other business activity outside Employees ongoing employment           by the
Company, Employee shall consult with the Company to ensure that no           conflict,
competition or detriment will result.

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3.    
          Compensation. For all services to be rendered by Employee
          under this Agreement, the Company shall pay or cause to be paid or delivered to
          Employee the following compensation (and no other compensation, benefits or
          remuneration of any kind, except as required by law or as may be agreed to by
          the parties in other written and signed agreements) during the Term of this
          Agreement:

3.1.           Salary.
Employee shall be salaried at the base rate of           $192,000 per year (the Base
Salary), payable bi-weekly. Employee           recognizes that he is exempt from
the payment of overtime under the federal Fair           Labor Standards Act, and is
therefore not entitled to any payments for overtime           pay. Employees base
salary may be increased by merit raises or cost of           living increases as
determined by the Company in its sole discretion.

3.2.           Bonus.Employee shall be evaluated in conjunction with the Annual           Bonus Plan
(which the Company may change or eliminate at any time, in its sole           and
absolute discretion) for senior executives of the Company and any bonus or
          other incentives, if any, to be paid to Employee shall be determined at that
          time in the Companys sole discretion and in the same manner and on the
          same terms and conditions as any other employee of the Company in a similar
          position.

3.3.           Tax
Withholding. All amounts of salary, bonuses,           commissions, and
other compensation payable to Employee hereunder shall be           reduced by any
amounts that the Company is required to withhold with respect to           such payments
under the then applicable provision of any state, federal or local           income or
other tax laws, the so-called FICA laws, regulations or           statutes of
a like nature or any and all other state, federal or local laws of           any kind or
nature.

4.    
          Benefits. The Company will provide Employee with the
          opportunity to participate, on the same terms and conditions available to other
          employees of the Company, in any life, health, dental, and disability insurance
          plans and any retirement plans established for the benefit of employees or
          otherwise made available to other employees of the Company. Employee shall be
          entitled to vacation and sick pay consistent with Company policy applicable to
          other employees of Company. The life, health, dental, and disability insurance
          and retirement plans and the vacation and sick pay policy referenced in this
          Section 4 may be changed at any time in the sole and absolute discretion of the
          Company. Notwithstanding the foregoing, the Company shall at a minimum provide
          Employee: (1) service credit dating from ______________, 2003; (4) four weeks
          paid vacation per year.

5.    
          Term of Agreement and Expiration.

5.1           Initial
Term. This Agreement shall be effective for a           period of three
years, beginning on December 31, 2004 and continuing to the           close of business
on December 31, 2007 (the Initial Term), unless           earlier terminated
as provided herein.

5.2.           Renewal
Term. This Agreement shall thereafter be           automatically renewed
for successive one (1) year periods (each called a           Renewal Term).

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5.3.           Definition
of Term. For purposes of this           Agreement, the word
Term shall mean the actual time during which           this Agreement is
effective until it is terminated pursuant to Section 5.4 or           any subdivision of
Section 6.1, including the Initial Term and any Renewal           Term(s).

5.4.           Expiration
at End of Initial or Renewal Term. Either party           may cause the
termination of the Agreement at the end of the Initial Term or any           Renewal Term
by giving notice of expiration in writing, at least 30 days prior           to expiration
of the Initial Term or any Renewal Term.

5.5.           Obligations
Upon Expiration. If either Party causes the           termination of this
Agreement at the scheduled end of the Initial or any Renewal           Term as provided
in Section 5.4, the Company shall have no further obligation to           pay any
compensation of any nature whatsoever to the Employee, other than any           amounts
already earned by but not yet paid to Employee.

6.    
          Termination.

6.1.                     This
Agreement (except those provisions that survive the termination hereof),           and
Employees employment by the Company, shall terminate upon the first to
          occur of the following, regardless when it occurs:

6.1.1.           Death
or Disability of Employee. Upon either the death or           disability
of Employee, this Agreement shall terminate immediately without           notice,
effective as of the date of such death or disability, and the Company           shall
have no liability for any amounts other than: any Base Salary through the           end
of the Initial Term; or, in the event the death or disability occurs during           a
Renewal Term, any amounts already earned by and not yet paid to Employee on           the
date of death or disability. In the event of the disability of Employee, the
          Company shall continue to maintain any insurance described in Section 4 during
          the remainder of the Initial Term, at its expense. The Company shall maintain
          any such insurance at its expense in the event the disability occurs during a
          Renewal Term. For the purposes of this Section 6.1.1, date of
          disability shall mean the date upon which the Company determines that
          Employee is unable to perform the essential functions of his position, with or
          without reasonable accommodation.

6.1.2.    
          Termination Without Cause. Either party may terminate this
          Agreement at will, without cause, by giving at least 30 days written
          notice of such termination.

6.1.3.    
          Termination By Employee for Cause. Employee may terminate
          this Agreement for Employee Cause, by giving at least 10 days
          written notice of such termination. When used herein, the term Employee
          Cause shall mean that the Company has (a) materially breached its
          obligations hereunder, (b) assigned the Employee without his consent to a
          position, responsibilities, or duties of a materially lesser status or degree of
          responsibility than his position, responsibilities, or duties as of the date of
          this Agreement, except as is permitted pursuant to Section 2 herein; or (c)
          required that the Employee be based anywhere other than the area set forth in
          Section 2.2, without the Employees consent; and Employee has given
          the Company written notice of the particulars in which the Company is claimed to
          have committed any of the foregoing acts, and the Company has failed
          within thirty days after receipt of such notice to cure.

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6.1.4.           Termination
By Company for Cause. The Company may terminate           Employees
employment during the Term for Cause. For purposes of this           Agreement, Cause shall
mean any of the following:

| | (1)                        the
failure of Employee to perform Employees duties pursuant to this
          Agreement to the reasonable satisfaction of the Board of Directors, which
          remains uncured for 30 days after a written demand for performance is delivered
          to Employee by the Board of Directors or an executive officer of the Company
          that specifically identifies the manner in which the Board of Directors or such
          executive officer believes that Employee has not performed Employees
          duties;
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| | (2)                        Employees
indictment for, or conviction of, a crime involving moral           turpitude whether or
not relating to the Company;
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| | (3)                        gross
negligence or willful misconduct by Employee in the performance of his           duties
as an employee of the Company;
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| | (4)                        the
association, directly or indirectly, of Employee, for his profit or           financial
benefit, with any person, firm, partnership, association, entity or           corporation
that competes, in any material way, with the Company;
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| | (5)                        the
disclosing or using of any material Confidential Information (as hereinafter
          defined) of the Company at any time by Employee, except as required in
          connection with his duties to the Company;
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| | (6)                        the
breach by Employee of his fiduciary duty or duty of trust to the Company,
          including the commission by Employee of an act of fraud or embezzlement against
          the Company;
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| | (7)                        chronic
absenteeism;
| | -----------------------------------------------

| | (8)                        substance
abuse; or
| | ----------------------------------------------

| | (9)                        any
other material breach by Employee of any of the terms or provisions of this
          Agreement, which other material breach is not cured within ten (10) business
          days of notice by the Company.
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6.2.    
          Compensation Upon Termination.

6.2.1.                     If
the Employee terminates the Agreement for Employee Cause, or if the Company
          terminates the Agreement without Cause, and provided that Employee has been and
          continues to be in compliance with the provisions of Section 9 hereof, Company
          shall continue to pay the Employees Base Salary for the remainder of the
          then-operative Term of the Agreement (i.e., either the three-year
Initial           Term or the one-year Renewal Term, as applicable), subject to
withholding as           provided in Section 3.3.

6.2.2.                     If
the Employee terminates this Agreement without Employee Cause, or if the
          Company terminates this Agreement for Cause, the Company shall have no further
          obligation to pay any compensation under this Agreement, other than any amounts
          already earned by but not yet paid to Employee.

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7.    
          Expense Reimbursement. The Company shall pay (through
          Employees authorized use of a credit card provided by Company), for all
          ordinary, necessary, and reasonable expenses incurred by Employee in discharging
          his duties hereunder. Companys reimbursement of expenses shall be made in
          accordance with the Companys policies applicable to all other employees of
          the Company in a similar position as the Employee.

8.    
          Return of Records and Property. On the termination or
          expiration of Employees employment and/or this Agreement, regardless of
          the manner in which it expires or is terminated, or at any other time upon the
          request of the Company, Employee shall immediately return to Company all of the
          following:

8.1.                     All
of Companys property, tangible or intangible, real, personal or mixed,
          used by Employee in rendering services hereunder or otherwise that is in
          Employees possession or under his control.

8.2.                     All
lists, files, books, accounts, drawings, memoranda, correspondence,           documents,
data, notes, reports, proposals, materials, and all other records of           any
description whatsoever, including any copies thereof, and including any
          software disks on which such records are contained, pertaining to the
          Companys business, current or prospective clients or customers,
suppliers,           manufacturing or production process, and/or Confidential
Information. Employee           shall have no right to copy or otherwise reproduce such
records.

9.    
          Restrictive Covenants. The parties recognize that the
          Services to be rendered under this Agreement by Employee are special, unique and
          of an extraordinary character. The parties further acknowledge that in the
          course of Employees performance of his duties hereunder, Employee will
          have access to certain confidential information which is valuable and necessary
          to Company in the conduct of its business and its goodwill. Employee, in
          consideration of the compensation to be paid to him pursuant to this Agreement
          and the other promises of Company made herein, expressly promises as follows,
          which promises shall survive and continue after termination or expiration of
          this Agreement except as set forth herein. Moreover, the terms of this Section 9
          are a material inducement to Company entering into this Employment Agreement.

9.1.           Covenant
Not to Compete. Employee will not, directly or           indirectly, for
the duration of the Time Limit and within the Geographical           Limit, either as
principal, agent, employee, employer, stockholder, co-partner,           or in any other
individual or representative capacity whatsoever, directly or           indirectly own,
manage, operate, control, aid, or assist another in the           operation, organization
or promotion of, be employed by, participate in, advise,           or engage in any
manner with the ownership, management, operation, or control of           any business
competitive with the Line of Business. In the event of a violation           of the
covenants contained in this Section 9.1, the Time Limit shall be extended           by a
period of time equal to that period beginning when the activities           constituting
such violation commenced and ending when the activities           constituting such
violation shall have been finally terminated in good faith.

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9.2.           Anti-Piracy
Covenants. Employee will not, directly or           indirectly, for the
duration of the Time Limit, do any of the following for the           purpose of
competing against the Company, or other than in the ordinary course           of
fulfilling his duties to the Company:

9.2.1.                     Request
or advise any present or future actual or prospective merchandise           resource,
supply resource or service resource of Company to refrain from,           withdraw,
curtail or cancel the furnishing or sales of merchandise, supplies, or           services
to the Company.

9.2.2.                     Induce
or attempt to influence any employee of the Company to terminate his           employment
or induce or attempt to influence any prospective employee to decline
          employment.

9.2.3.                     Request
any entities to withdraw, curtail, or cancel any business with Company.

9.2.4.                     Solicit
or canvas business in the Line of Business from any entity who was a           customer
of the Company (or any of its subsidiaries) during Employees           employment
by Company.

9.2.5.                     Solicit
or canvas business in the Line of Business from any entity who was a           customer
of the Company (or any of its subsidiaries), and with whom Employee had
          contact, during Employees employment by Company.

9.3.           Trade
Names. Employee will not use any corporate,           fictitious or trade
name used by Company or Companys subsidiaries or           related companies or use
any confusingly similar name.

9.4.           Confidential
Information.

9.4.1.           Definition
of Confidential Information. Confidential           information shall mean
any confidential or non-public information of any kind,           nature, or description,
concerning or arising from any matters affecting or           relating to the business of
Company, including, without limiting the generality           of the foregoing, the
following:

| | 9.4.1.1.                     all
intellectual property including, without limitation, all trademarks,           trademark
registrations and applications, service marks, copyrights, patents,           trade
secrets, proprietary marketing information and know-how, product designs,
          formulae, processes, and techniques, and confidential development or research
          work of Company;
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| | 9.4.1.2.                     information
concerning the manner and details of Companys operation,           organization and
management, including without limitation the names of its           personnel, the
details of its financial affairs, credit reports, sales records,           and the prices
the Company obtains or has obtained or at which it sells or has           sold its
services or products;
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| | 9.4.1.3.                     names
of, or any other information pertaining to, any of Companys           customers or
persons or concerns likely to become customers of Company, or of           any past,
present or future supply resources, distributors, contractors, and           vendors of
Company, and the terms on which Company deals with such entities;
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| | 9.4.1.4.                     marketing,
sales, product development, financing, engineering, or other business           plans or
strategies;
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| | 9.4.1.5.                     nonpublic
forms, contracts and other documents used in Companys business;
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| | 9.4.1.6.                     computer
software developed or used by the Company, including all rights under           licenses
and other contracts relating thereto, and all source code and all           documents
related thereto;
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| | 9.4.1.7.                     any
other information of, about or concerning the business of the Company, its
          manner of operation, plans, or other data of any kind, nature or description,
if           such other information is considered and treated as confidential information
          and/or if such information gives to the Company an opportunity to obtain an
          advantage over its competitors who do not know or use it.
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9.4.2.           Acknowledgement. Employee
acknowledges that during his           employment by Company, he will have access to
Confidential Information (as           defined above), all of which shall be made
accessible to Employee only in strict           confidence; that unauthorized disclosure
of Confidential Information will damage           Companys business; that
Confidential Information would be susceptible to           immediate competitive
application by a competitor of Companys; that           Companys business is
substantially dependent on access to and the           continuing secrecy of Confidential
Information; that Confidential Information is           unique to Company and known only
to Employee, Company, and certain key employees           and contractors of Company; and
that title, ownership, possession and control of           Confidential Information shall
at all times remain vested in Company.           Consequently, Employee acknowledges that
the restrictions contained in this           paragraph are reasonable and necessary for
the protection of Companys           business.

9.4.3.           Obligation
to Protect Confidential Information. Employee           shall use his best
efforts and the utmost diligence to guard and protect           Confidential Information
and to treat such information as confidential and           prevent its improper
disclosure or use. Employee further agrees to observe and           obey any instructions
and directions of Company in respect to Confidential           Information, including
without limitation any stated restrictions on removing           Confidential Information
from Company premises, any established sign-in and -out           procedures for
Confidential Information, any directions for secure destruction           of Confidential
Information, and any other instructions or directions that           Company, in its sole
discretion, may issue for the protection of Confidential           Information.

9.4.4.           Restriction
Against Disclosure of Confidential Information.           Except in
connection with and in furtherance of Employees official duties           with and
on behalf of Company, Employee shall not during the time of his           employment, or
at any time thereafter, use, copy, divulge, transmit, convey,           furnish, disclose
or otherwise communicate the Confidential           Information (as defined
above) to any person or entity, directly or           indirectly, without Companys
prior written consent.

9.5.           Enforcement
of Restrictive Covenants.

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9.5.1.           Injunctive
Relief. Employee agrees that a violation on his           part of any
covenant in this Section 9 will cause such damage to Company as will           be
irreparable, and for that reason Employee further agrees that Company shall           be
entitled, as a matter of right, and upon notice as provided in Section 13
          hereof, to an injunction, without the posting of a bond or other security, from
          any court of competent jurisdiction, restraining any further violation of said
          covenants by Employee, his employer, employees, partners or agents. Such right
          to injunctive remedies shall be in addition to and cumulative with any other
          rights and remedies Company may have pursuant to this Agreement, including,
          specifically, the recovery of lost profits and other monetary damages, whether
          compensatory or punitive.

9.5.2.           Reformation
or Deletion of Invalid Provision. The following           provisions are
intended to give effect to the agreement and desire of the           parties hereto that
the provisions of this Section 9 be enforced to the fullest           extent possible
under the laws and public policies applied in each jurisdiction           in which
enforcement is sought.

| | 9.5.2.1.           Reformation
By Company. The parties agree that the Company           may in its
discretion at any time (whether before or during any formal           proceeding to
enforce this Agreement) unilaterally amend this Agreement to           reduce any
restriction hereunder to make this Section 9 enforceable to the           maximum extent
permissible under law.
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| | 9.5.2.2.           Automatic
Reformation.If any provision of this Section 9 is           determined by any
court of competent jurisdiction (or any arbitrator(s) mutually           agreed upon by
the parties) to be invalid, illegal or unenforceable, in whole or           in part,
whether before or after reformation by the Company as set forth in the
          preceding paragraph, then such provision is automatically deemed reformed and
          amended so that the same shall be enforceable to the fullest extent permissible
          under the laws and public policies applied in the jurisdiction in which
          enforcement is sought. For example, if a court deems the Time Limit
          unenforceable, the Time Limit shall be reduced in one-month increments to the
          minimum extent necessary to make such restrictions enforceable. If a court
would           deem the Geographical Limit overbroad, the same shall be reduced in
appropriate           increments to the minimum extent necessary to make such
restrictions           enforceable.
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| | 9.5.2.3.           Reformation
by Court. If any provision of this Section 9 is           determined by
any court of competent jurisdiction (or any arbitrator(s) mutually           agreed upon
by the parties) to be invalid, illegal or unenforceable, in whole or           in part,
whether before or after reformation by the Company as set forth in           Section
9.5.2.1, and if the automatic reformation set forth in Section 9.5.2.2           does not
take effect for any reason, then the court or arbitrator(s) is/are           hereby
empowered to reform and amend such invalid, illegal or unenforceable           provision
to make it valid, legal and enforceable.
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| | 9.5.2.4.           Deletion
of Provision. If any provision of this Section 9           is determined
by any court of competent jurisdiction (or any arbitrator(s)           mutually agreed
upon by the parties) to be invalid, illegal or unenforceable, in           whole or in
part, and reformation by the Company, automatic reformation, or           reformation by
the Court, as described in Sections 9.5.2.2 and 9.5.2.3 does not           take effect
for any reason, then the invalid, illegal or unenforceable provision           shall be
deemed deleted from the Agreement, and the remainder of the Agreement           shall
remain in force.
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9.6.           Alternative
of Royalty if Restriction Unenforceable. In the           event that any
applicable restrictive covenant(s) set forth in this Section 9           above is/are
deemed unenforceable for any reason, and cannot be or is/are not           reformed or
amended as provided herein, then Employee shall pay to the Company,           as
liquidated damages and not as a penalty, a royalty equal to five percent (5%)
          of the gross dollars generated from business conducted by Employee that is
          described by such restrictive covenant(s). Such royalty shall be paid to the
          Company by Employee monthly for a period of three (3) years from and after the
          date of termination of this Agreement.

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9.7.           Time
Limit; Geographical Limit.

9.7.1.                     The
Time Limit shall mean six months after the end of the Term of           this
Agreement. However, the provisions of Sections 9.1 and 9.2 shall terminate           if
(1) during the Initial Term, this Agreement is terminated by the Company
          without Cause or terminated for Employee Cause, or (2) the OneSource Promissory
          Notes due under the terms of the Merger Agreement are not paid in full when
due.

9.7.2.                     The
Geographical Limit shall mean the United States. The           Geographical
Limit shall not be construed as a limitation on any provision in           this Section 9
except as expressly stated in such provision.

9.8.           Survival
of this Section. The Parties hereto expressly           agree and
understand that the provisions of this Section 9 shall survive the           termination
of this Agreement.

10.           Ownership
of Intellectual Property.

10.1.           Disclosure
of Inventions. Employee shall promptly disclose           in writing to
Company complete and accurate information concerning each and           every invention,
discovery, idea, improvement, device, concept, design,           apparatus, practice,
process, trademark or service mark, marketing or business           idea, software or
computer program or code, method or product, whether or not           patentable or
copyrightable, made, developed, perfected, devised, conceived or           first reduced
to practice by Employee, either solely or in collaboration with           others, during
Employees employment, whether or not during regular working           hours, and
which: (i) relates to the actual or contemplated business,           technologies or
products of Company; (ii) results from any work performed by           Employee for
Company; (iii) involves the use of, or is created with,           Companys
equipment, supplies, facilities, or Confidential Information;           (iv) results from
or is suggested by any work done at Companys request or           by any Company
employee other than Employee, or relates to any work assigned to           Employee by
Company; or (v) results from Employees access to any of           Companys
Confidential Information or other Company-related information           (hereafter
referred to as the Inventions).

10.2.           Ownership
of Inventions. Employee hereby acknowledges that all           right, title, and
interest in and to the Inventions shall become and remain the           sole and
exclusive property of the Company. Employee hereby assigns to Company           any and
all of Employees right, title and interest in and to any and all           of the
Inventions, without further payment or other form of consideration.           Employee
agrees to take all actions reasonably necessary, including execution           and
delivery of such applications, assignments, and other instruments and           documents
as Company shall reasonably request, to establish, perfect, exercise,           confirm
or protect rights assigned or deemed assigned to Company pursuant to           this
paragraph.

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10.3.           Works
for Hire. Employee acknowledges that all original           works of
authorship which are made by Employee (solely or jointly with others)           within
the scope of his employment by Company, and which are protectable by           copyright
and are not Inventions, are works made for hire, as that           term is
defined in the United States Copyright Act (17 U.S.C. § 101). To           the
extent that any such works, by operation of law, cannot be works made           for
hire, Employee hereby assigns to Company all right, title, and           interest
in and to such works and to any related copyrights.

10.4.           Assistance
of Employee. Upon the request of Company and           without further
compensation therefor, whether during the term of           Employees employment or
thereafter, Employee shall perform all lawful           acts, including, but not limited
to, the execution of papers and lawful oaths           and the giving testimony, that in
the opinion of Company, its successors and           assigns, may be necessary or
desirable in obtaining, sustaining, reissuing,           extending and enforcing United
States and foreign Letters Patents, including,           but not limited to, design
patents, on any and all of the Inventions, and for           perfecting, affirming and
recording Companys complete ownership and title           thereto.

10.5.           Records.
Employee shall keep complete, accurate and           authentic accounts, notes, data and
records of all of the Inventions in the           manner and form requested by Company.
Such accounts, notes, data and records           relating to the Inventions shall be the
exclusive property of Company, and, upon           its request, Employee shall promptly
surrender the same to it or, if not           previously surrendered upon Companys
request or otherwise, Employee shall           surrender the same, and all copies
thereof, to Company upon the conclusion of           his or her employment.

10.6.           Obligations,
Restrictions and Limitations. Employee understands           that Company may
enter into agreements or arrangements with agencies of the           United States
Government, and that Company may be subject to laws and           regulations which
impose obligations, restrictions and limitations on it with           respect to
inventions and patents which may be acquired by it or which may be           conceived or
developed by employees, consultants or other agents rendering           services to it.
If the Employee receives reasonable prior written notice of           such, Employee
agrees that he shall be bound by all such obligations,           restrictions and
limitations applicable to any said invention conceived or           developed by him
during the terms of his employment and shall take any and all           further action
which may be required or discharge such obligations and to comply           with such
restrictions and limitations, of which he had reasonable prior written           notice.

11.    Ventures.If, during the term of his employment, Employee is           engaged in or associated
with the researching, investigating, planning or           implementing of any project,
program or venture on behalf of or involving           Company, all rights in the
project, program or venture shall belong exclusively           to Company and shall
constitute a corporate opportunity belonging exclusively to           Company. Except as
approved in writing by the Company, Employee shall not be           entitled to any
interest in such project, program or venture or to any           commission, finders
fee or other compensation in connection herewith.

12.    Employee
Representations, Warranties, and Covenants.

12.1.           No
Other Contractual Obligation. Employee represents and           warrants
to the Company that the Employees execution and performance of           this
Agreement does not conflict with or cause a breach of any contractual
          obligation, agreement, or understanding between Employee and any other party,
          including Employees past employers.

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12.2.           Disclosure
of Confidential Information. Employee represents           and warrants to
the Company that Employee will not use or disclose any           confidential information
obtained in any previous employment or take any action           that results in an
action or claim being instigated or made against the Company           for tortious
interference with a business relationship or contract, or other           similar claims.

13.    Notices.

13.1.           Method
and Time of Delivery. All notices, requests,           demands, payments
and other communications required under this Agreement shall           be in writing and
shall be transmitted by one of the following methods:

| | 13.1.1.                     Hand
delivery, in which case the notice shall be deemed to have been given on           the
date of delivery;
| | -----------------------------------------------------------------------------------------------------------------------------------------

| | 13.1.2.                     United
States mail, return receipt requested, postage prepaid, in which case the
          notice shall be deemed to have been given three business days after the date of
          mailing; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 13.1.3.                     Reputable
overnight courier, in which case the notice shall be deemed to have           been given
on the business day following deposit of the notice with the           reputable
overnight courier for delivery.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13.2.                     The
foregoing notwithstanding, if any notice is given by facsimile as well as           one
of the above three methods, the notice shall be deemed to have been given on
          the date of actual receipt by facsimile if earlier than the time periods set
          forth for each method above.

13.3.           Notice
Address. Notices shall be directed to the Parties at           the
following addresses.

|                                                                                                                                                                                                                                                                                             | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|If to the Company:
                   15730 North 83rd Way
                   Suite 104
                   Scottsdale, AZ 85260
                  If to Employee:
                   Michael L. Hirschey
                   9414 East Sutherland Way
                   Scottsdale, AZ 85262 | 

13.4.                     Any
party may alter the address or addresses to which communications or copies           are
to be sent to such party by giving notice of such change of address in
          conformity with the provisions of this Paragraph for the giving of notice.

13.5.           Formal
Notice of Certain Matters Not Required. The           foregoing
notwithstanding, nothing in this Section 13 shall be construed to           require the
Company to give the Employee written notice, or notice in any           particular form,
of day-to-day business matters, routine communications,           communications relating
to the operational aspects of the Companys           business, supervisory
directions or instructions, changes in or additions to           duties, or any matter
addressed in Section 2 of this Agreement.

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14.    
          General Provisions.

14.1.           Binding
Nature of Agreement; Assignment and Nominee. This           Agreement
shall be binding upon and inure to the benefit of the parties hereto           and their
respective heirs, personal representatives, successors, and assigns.           Employee
acknowledges that the services to be rendered by him pursuant to this           Agreement
are unique and personal. Accordingly, Employee may not assign,           transfer, or
encumber (whether voluntarily or by operation of law) any of his           rights or
obligations under this Agreement without the prior written consent of           Company.
Any attempted transfer, assignment, or encumbrance in violation of this
          provision shall be null and void and shall convey no rights or claims against
          the Company to any third party. Nothing in this Agreement, whether express or
          implied, is intended to confer any rights or remedies under or by reason of
this           Agreement on any persons other than the parties to it and their successors
and           permitted assigns, nor shall any provision give any third persons any right
of           subrogation or action over or against any party to this Agreement except as
may           be expressly provided herein.

14.2.           Company
Policies. Employee hereby acknowledges and agrees           that he is
bound by all of the Companys employment policies applying           generally to
employees, as they may be adopted and/or modified and/or abrogated           by the
Company from time to time in its sole discretion, and to the extent not
          inconsistent with this Agreement.

14.3.           Entire
Agreement. Except with respect to the Companys           general
employment policies referenced in Section 14.2, this Agreement           constitutes the
entire Agreement and understanding among the parties hereto with           respect to
Employees employment by the Company, and supersedes all prior           and
contemporaneous agreements, understandings, inducements and conditions           express
or implied, oral or written, of any nature whatsoever with respect to           said
matter. Any such prior or other agreements or understandings between           Company
and Employee are hereby mutually terminated without any further rights           or
obligations of either party thereunder. Except as may be otherwise provided
          herein, this Agreement may not be modified or amended other than by an
Agreement           in writing signed by the party to be charged with such modification
or           amendment.

14.4.           Controlling
Law. The parties acknowledge that this           Agreement was negotiated,
executed, and delivered in the state of Arizona, and           further that this
Agreement is effective upon acceptance by the Company at its           principal place of
business in Scottsdale, Arizona. The parties agree that all           questions relating
to the validity, interpretation, and performance of this           Agreement shall be
governed by and construed, interpreted and enforced in           accordance with, the
substantive laws of the state of Arizona (without reference           to choice of law
principles except that giving effect to the parties          express choice). The
parties hereto hereby agree that any suit or proceeding           arising directly and/or
indirectly pursuant to or under this Agreement, shall be           brought solely in a
federal or state court located in Maricopa County in the           state of Arizona. By
the execution hereof, the parties hereby covenant and           irrevocably submit to the
inpersonam jurisdiction of the federal           and state courts located
in Maricopa County and the state of Arizona and agree           that any process in any
such action may be served upon any of them personally,           or by certified mail or
registered mail upon them or their agent, return receipt           requested, with the
same full force and effect as if personally served upon them           in Maricopa
County, Arizona. The parties hereto waive any claim that any such           jurisdiction
is not a convenient forum for any such suit or proceeding and any           defense or
lack of inpersonam jurisdiction with respect thereto.

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14.5.           Relationship
Created. The relationship created by this           Agreement shall be
deemed and construed to be, and shall be, that of employer           and employee and not
of any other type or nature.

14.6.           Attorneys Fees.
Should any litigation or arbitration           be commenced between the parties hereto
concerning the terms of this Agreement,           or the rights and duties of the parties
hereto under this Agreement, the           prevailing party in such litigation shall be
entitled, in addition to such other           relief as may be granted, to a reasonable
sum as and for the prevailing           partys attorneys and experts fees.

14.7.           Provisions
Separable. Except as specifically provided in           that portion of
Section 9.5 hereof relating to the Restrictive Covenants, the           provisions of
this Agreement are independent of and separate and severable from           each other,
and no provision shall be affected or rendered invalid or           unenforceable by
virtue of the fact that for any reason any other or others of           them may be
invalid or unenforceable in whole or in part. Notwithstanding the           foregoing,
however, the obligations of a party shall become void if the material
          consideration for such obligations is or becomes invalid or unenforceable.

14.8.           Indulgences
Not Waivers. Neither the failure nor any delay           on the part of
any party to exercise any right, remedy, power or privilege under           this
Agreement shall operate as a waiver thereof, nor shall any single or           partial
exercise of any right, power, or privilege preclude any other or further
          exercise of the same or of any other right, remedy, power or privilege, nor
          shall any waiver of any right, remedy, power or privilege with respect to any
          occurrence be construed as a waiver of such right, remedy, power, or privilege
          with respect to any other occurrence.

14.9.           Costs
and Expenses. Each party hereto shall bear its own           costs,
including counsel fees and accounting fees, incurred in connection with           the
negotiation, drafting and consummation of this Agreement and the           transactions
contemplated thereby, and all matters incident thereto.

14.10.           Titles
Not to Affect Interpretation. The titles of Sections           contained
in this Agreement are for convenience of reference only, and they           neither form
a part of this Agreement nor are they to be used in construction or
          interpretation hereof.

14.11.           Interpretation
of Agreement. This Agreement shall be           interpreted according to
the plain and ordinary meaning of its terms (unless           specifically defined
herein). This Agreement shall not be construed against any           party on account of
the identity of the person who drafted this Agreement or the           relationship of
any party to the person who drafted this Agreement.

[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]

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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above, effective as of the date specified in Section 5.1.

| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | "COMPANY"
OneSource Technologies, Inc.
By: /s/ Donald E. McIntyre
Its: Chairman
"EMPLOYEE"/s/ Michael L. Hirschey
Michael L. Hirschey

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