EXHIBIT 10.28


                             Subcontractor Agreement

Effective Date:   03/09/01

Between:  Tecniflex Inc., a Tennessee  corporation having its principal place of
          business at 9010 Overlook  Boulevard.,  Brentwood,  Tennessee,  37027,
          ("Tecniflex"), and One Source Technologies, having its principal place
          of   business   at  7419  E.  Helm   Drive,   Scottsdale,   AZ  85260,
          ("Associate").

1.0 PUrpose:  TECNIFLEX provides hardware products and maintenance  services for
banks and financial  institutions.  Associate also provides maintenance services
for  banks  and  financial  institutions  in  various  geographical   locations.
Tecniflex has current  customers that can benefit from the maintenance  services
and  geographical  location of  ASSOCIATE.  TECNIFLEX  wishes for  ASSOCIATE  to
provide  maintenance  services to designated  TECNIFLEX  customers for an hourly
fee.

2.0  Agreement  Term:  The  Initial  Term of this  Agreement  will  begin on the
Effective  Date and will continue for one year.  Thereafter,  the Agreement will
automatically  renew for one-year  periods,  until terminated by either party at
any time by written  notice to the other no less than  thirty (30) days prior to
termination.

3.0  Services

3.1 Provision of Services:  During the term of this  Agreement,  ASSOCIATE  will
provide  equipment  maintenance  services  directly  to  designated  TECNIFLEX's
Clients  ("End  Users")  on  site  at End  User's  locations,  as  requested  by
TECNIFLEX.  ASSOCIATE may accept or decline requests for maintenance services by
TECNIFLEX.  The  specific  services to be provided by ASSOCIATE  including  both
routine maintenance services and corrective repair services shall be conveyed to
Associate by Tecniflex.

3.2 Dispatch:  End Users will contact  TECNIFLEX  for access to all  maintenance
services.  Upon notification  from End User of the need for Services,  TECNIFLEX
will contact ASSOCIATE on an as needed basis. ASSOCIATE will respond directly to
each End User as designated by TECNIFLEX.  TECNIFLEX  shall not make payments to
ASSOCIATE  for any  particular  request,  for which  ASSOCIATE  does not perform
maintenance services for the End User.

3.3 Parts:  Tecniflex,  at its sole  discretion,  may provide  parts or supplies
necessary  for  maintenance  services  to  ASSOCIATE  for the  sole  purpose  of
maintenance  services to be provided to an End User as  designated by Tecniflex.
TECNIFLEX shall pay for all costs associated with shipping parts to ASSOCIATE or
End User.

4.0 Payment for Services:  In consideration for the Services provided under this
Agreement,    TECNIFLEX   will   pay   ASSOCIATE   on   an   hourly   basis   at
thirty-five-dollars  per hour.  TECNIFLEX shall not reimburse  ASSOCIATE for any
expenses incurred.

5.0  Commissions:  ASSOCIATE  may  refer  potential  clients  and End  Users  to
Tecniflex regarding the Sale of Equipment Maintenance,  Equipment,  and Supplies
for a fee,  ("Referral  Sale"). A "Referral Sale" shall only include the sale of
Equipment Maintenance,  Equipment, and Supplies, which are not currently under a
maintenance  agreement  with  Tecniflex.  In order to obtain a commission  for a
"Referral  Sale,"  ASSOCIATE  must make a written  referral to TECNIFLEX,  which
notifies TECNIFLEX of the type of equipment to be serviced,  the location of the
equipment, the type of supplies needed, and the person to be contacted regarding
the equipment.  If the written  referral  results in payment to TECNIFLEX within
ninety (90) days of the written referral, TECNIFLEX shall issue (25%) percent of
the  Salespersons  Commission  to  ASSOCIATE.  ASSOCIATE may request the average
amount of a  Salespersons  Commission  on a quarterly  basis.  Former  TECNIFLEX
clients that ASSOCIATE  refers to Tecniflex shall not be considered for Referral
Sales under this Section.



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6.0 Referral and Transfer of Former Tecniflex.  as part of the consideration for
this Agreement, ASSOCIATE agrees to refer ASSOCIATE'S current clients, which are
former TECNIFLEX clients back to TECNIFLEX.  ASSOCIATE will help and assist with
any and all efforts of  TECNIFLEX to have these  former  TECNIFLEX  clients sign
agreements with TECNIFLEX. These efforts shall include written letters to former
TECNIFLEX clients from ASSOCIATE.

7.0  Confidentiality:  The parties to this  Agreement  will take all  reasonable
steps to ensure that any material or  information  considered by either party to
be  confidential,  which  the other  party has  possession  or  knowledge  of in
connection with this Agreement,  will not be disclosed to others, in whole or in
part,  without the prior written  permission  of the other party.  "Confidential
Information"  will include,  but will not be limited to, trade  secrets,  Client
Lists,  or proprietary  information  related to either party's past,  present or
future  research,  development and business  activities or to the development or
operation of any computer  system or software that is subject to this Agreement,
regardless of whether such  information  is  identified  as being  confidential.
"Confidential  Information"  will also  include all  information  designated  as
confidential by either party. Neither party will have the obligation to maintain
the  confidentiality  of any data or information  which (i) was in the receiving
party's lawful  possession prior to receipt from the other party,  (ii) is later
lawfully  obtained by the receiving  party by a third party having no obligation
of secrecy to the other party,  (iii) is available to the public  through no act
or failure of the  receiving  party,  (iv) is  readily  available  in the public
domain, or (v) is independently  developed by the receiving party. The receiving
party will  immediately  return or destroy any or all  Confidential  Information
that has been provided to it by the other party, upon the other party's request.

8.0  Relationship of the Parties:  TECNIFLEX and ASSOCIATE agree that each shall
be an independent contractor as to the other, and that nothing in this Agreement
is  intended  to  establish  or  authorize  either  party  as  an  agent,  legal
representative,  joint  venture  party,  franchisee,  employee or servant of the
other for any purpose.  ASSOCIATE  will have no  authority,  whether  express or
implied,  to assume or create any obligation on behalf of TECNIFLEX,  including,
without limitation, price quotations,  letters or other documents using the name
of TECNIFLEX  except as expressly  provided  herein or with the duly  authorized
written consent of TECNIFLEX.

9.0  Non-Solicitation.  ASSOCIATE  agrees that during the term of this Agreement
and for a period of one (1) year  immediately  following the termination of this
Agreement for any reason,  ASSOCIATE  shall not, on ASSOCIATE's own behalf or on
behalf of any person or business contact attempt to contact any End User, or any
representative  of any End User to induce or  attempt  to induce the End User to
purchase  maintenance services from any source other then TECNIFLEX for services
that  TECNIFLEX  sells to End Users.  ASSOCIATE  shall not engage in the actions
prohibited  by  this  section  directly  or  indirectly,   whether  as  manager,
salesperson,  agent,  technical support,  sales, or service  representative,  or
otherwise.

10.0  Limitation of Liability:  Each party to this  Agreement will be liable for
loss and damages  arising out of its own acts or omissions.  ASSOCIATE  shall be
individually and solely liable for any acts of gross negligence committed during
the  performance  of  services  rendered  by  ASSOCIATE.  ASSOCIATE  agrees that
TECNIFLEX's total liability hereunder, including but not limited to, any alleged
negligence  of TECNIFLEX  shall not exceed the amount paid to  ASSOCIATE.  In no
event will  TECNIFLEX be liable for any  incidental  or  consequential  damages,
including without limitation, loss of use, loss of data, loss of profit, loss of
monies deposited to or removed from equipment or any affiliated  components,  or
liability  to third  parties,  however  caused,  whether  by the  negligence  of
TECNIFLEX or otherwise.



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11.0 Force Majeure:  TECNIFLEX shall not be liable to ASSOCIATE for any delay or
failure by  TECNIFLEX  to  perform  its  obligations  under  this  Agreement  or
otherwise  if such delay or failure  arises from any cause or causes  beyond the
reasonable  control of TECNIFLEX,  including but not limited to labor  disputes,
strikes,  other  labor  or  industrial   disturbances,   acts  of  God,  floods,
lightening,   shortages  of  materials,   rationing,  utility  or  communication
failures,   earthquakes,   casualty,   war,   acts  of  public   enemy,   riots,
insurrections,  embargoes,  blockages,  actions,  restrictions,  regulations  or
orders of any government, agency or subdivision thereof.

12.0 Notices:  Any notice required or authorized to be given  ("Notice") will be
in writing and will be deemed given when  received via  certified or  registered
mail,  postage  prepaid,  or via any other public or private delivery service at
the addresses set forth below.

13.0  Assignment:  ASSOCIATE  may not assign or  otherwise  transfer its rights,
interest or obligations  under this Agreement  without the prior written consent
of TECNIFLEX.

14.0 General.  This Agreement may not be modified except by a written instrument
signed by  authorized  representatives  of both  ASSOCIATE and  TECNIFLEX.  This
Agreement   constitutes   the  entire   agreement   and   contains  all  of  the
representations  of the parties  with  respect to the matters  contained in this
Agreement.  No term or provision of this  Agreement will be deemed waived and no
breach excused, unless the waiver is in writing and signed by the party granting
such waiver. Any consent by either party to, or waiver of, a breach by the other
party,  will not  constitute  consent  to or waiver of any  other  different  or
subsequent breach. All covenants, representations,  warranties and agreements of
the parties  contained  in this  Agreement  shall be binding on and inure to the
benefit of the parties' respective heirs,  executors,  administrators,  personal
representatives,  successors,  assigns and permitted designees.  The laws of the
state of  Tennessee  shall govern the  interpretation  and  enforcement  of this
Agreement.  If any  provision  of  this  Agreement  should  be held  invalid  or
unenforceable,  the validity and  enforceability of the remaining  provisions of
this Agreement will not be affected thereby.

Effective Date: 3-9-01
               -------

TECNIFLEX                                    ASSOCIATE
                                                    OneSource Technologies, Inc.


/s/ Misty Skinner                            /s/ Jerry Washburn
Authorized Name and Signature                Authorized Name and Signature

931 N Walnut                                 7419 E. Helen Drive
-------------------------------              ---------------------------
Address                                      Address

Republic, MO 65738                           Scottsdale AZ 85260
-------------------------------              ---------------------------
City, State                                  City, State





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                          SCHEDULE A - PAYMENT SCHEDULE



Tecniflex  will  pay  "Associate"  monthly  for an  amount  equal  to 80% of the
contract base revenue with the exception of the Wells Fargo  accounts which will
be paid monthly for an amount equal to 90% of the contract base revenue


                                                            /s/ J Washburn
                                                            1 March 01