EXHIBIT 10.19

Miller 

Established 1972

The Miller Group

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Miller
Management CorporationMiller Capital Corporation     
     Miller Investments

May 12, 2004

Len KsobiechChief Financial
OfficerOneSource Technologies, Inc.7419 East Helm DriveScottsdale, AZ 85260

Mr.    
          Ksobiech:

This
agreement (the Agreement) confirms that OneSource Technologies, Inc. (which
together with its affiliates and including its current and future subsidiaries, is
hereinafter referred to as the Company) has engaged Miller Capital Corporation
(MCC) to provide to the Company, on an exclusive basis, the services described
below (collectively, the Services).

# 1.     Services.

a.    Financial
Advisory Services. MCC will provide general           financial advice and
assistance that will include assessments of the           Companys business,
financial condition, capital structure, operations, and           recommendations to the
Company concerning potential courses of action. It is           expressly acknowledged
and agreed by the parties hereto that MCC and employees           of MCC are independent
contractors and are not employees or officers of the           Company.

b.    M&A
Services. MCC will provide advice and assistance           with respect to
a potential merger, consolidation, asset sale, stock purchase,           or a purchase
involving all or a substantial amount of the business, securities           or assets of
the Company or any target (the Target), or any other           business
combination (each a M&ATransaction). MCC           services
relating to a M&A Transaction will include: (i) assessing the           Companys
financial condition and prospects, developing a range of           potential transaction
values, and assistance in evaluating a potential Target(s)           or suitor(s); (ii)
advising on a proposed purchase price and form of           consideration; (iii)
structuring a M&A Transaction; and (iv) negotiating the           financial aspects
of a M&A Transaction under your guidance.

c.    Financing
Services. MCC will provide advice and assistance           (the Financing
Services) to the Company in attracting           potential capital providers to
invest in, or lend to, the Company (a           Financing Transaction).
The Financing Services will include           (a) assessing the Companys financial
condition, prospects and capital           structure; (b) developing a range of
potential values for the Company, and           identifying potential buyers (Buyer);
and (c) assisting the Company           in developing and implementing marketing and
transaction strategies, compiling

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OneSource Technologies, Inc. May 12,
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disclosure materials, structuring the
transaction, assessing potential alternative transactions and Buyer(s), and negotiating,
documenting and closing the transaction.

It
is expressly acknowledged and agreed by the parties hereto that MCCs obligations do
not ensure the successful negotiation of or obtaining of any type of financing for the
Company and any efforts for obtaining financing shall be on a best
efforts basis only. MCC is not registered with the Securities and Exchange
Commission (SEC) as a broker/dealer or a member of the National Association of Securities
Dealers (NASD). MCC will have the right to engage, with the Companys consent, a
registered broker or dealer to participate and/or assist in a Financing Transaction.

d.     Investor
Relations.MCC will provide comprehensive investor                relation
services designed to increase investor awareness, market activity and
               stock appreciation. Such activities shall include, but are not limited to
the                following: development and dissemination of press releases,
organization of                investor road shows, development and dissemination of
investor relation packages                and direct/timely response to all investor
inquiries.

2.    Compensation. The
following sets forth the compensation to be paid by the                Company for the
Services provided by MCC.

a.
     Financing Transaction Fee. Except as set forth in Schedule                A, a cash
fee with respect to any Financing Transaction equal to the aggregate                of
the following:

| | (i) | 1.5% of the commitment amount of any asset based or senior indebtedness arranged
               as part of a Financing Transaction;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------

| | (ii) | 4.0% of the face amount of any non-asset based private indebtedness arranged as
               part of a Financing Transaction; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------

| | (iii) | 10.0% of the face amount of any equity securities sold as part of a Financing
               Transaction; and
| | ----- | -------------------------------------------------------------------------------------------------------------

b.    Warrants.
A warrant (the Warrant) to purchase                shares equivalent to 10%
of the shares issued as part of any Financing                Transaction on the following
terms and conditions:

| | (i) | purchase price of $0.01 per share;
| | --- | ----------------------------------

| | (ii) | exercise price equal to the per share value of the equity securities sold in the
               Financing Transaction;
| | ---- | ----------------------------------------------------------------------------------------------------------------------

| | (iii) | warrant term of five (5) years; and
| | ----- | -----------------------------------

| | (iv) | unlimited piggyback registration rights.
| | ---- | ------------------------------------------

c.     M&A
Success Fee. Except as set for in Schedule A, MCC                will
receive a fee for its services in the capacity of advisor to the Company in
               a M&A Transaction based on a modified Lehman formula according to the
               following standard:

| |  | 5%
of the consideration from $1 and up to $3,000,000, plus
| | - | ----------------------------------------------------------

| |  | 4%
of the consideration in excess of $3,000,000 and up to $6,000,000, plus
| | - | --------------------------------------------------------------------------

| |  | 3%
of the consideration in excess of $6,000,000 and up to $9,000,000, plus
| | - | --------------------------------------------------------------------------

| |  | 2%
of the consideration in excess of $9,000,000 and up to $12,000,000, plus
| | - | ---------------------------------------------------------------------------

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| |  | 1%
of the consideration in excess of $12,000,000
| | - | ------------------------------------------------

d.    Breakup
Fee. 25% of any break-up fee, topping fee, or any           other
termination fee or any fee paid in lieu of the completion of a Financing
          Transaction or a M&A Transaction.

e.    Advisory
Fee. As compensation for our professional           services, MCC will
receive a non-refundable monthly retainer (the           Retainer) of $7,500,
upon execution of this Agreement. Subsequent           non-refundable monthly retainer
payments are due on a monthly basis beginning           one month from the date of this
Agreement, throughout the duration of this           Agreement.

f.    Due
Diligence Fee. As compensation for our services in           performing
detailed due diligence on the Company, MCC will receive a fee of           $25,000
payable upon execution of this Agreement. The Due Diligence Fee may be           payable
in cash, the Companys common stock or a combination thereof, at           the
election of the Company. Upon the Companys election to pay the Due
          Diligence Fee with common stock, the value of the Companys common stock
          will be based on the average of the previous 15-day closing price.

g.    Expenses.
The Company agrees to reimburse MCC all amounts           due and owing MCC, under the
terms of this Agreement, no later than fifteen (15)           days after receiving an
invoice for all customary or reasonable out-of-pocket           expenses including but
not limited to, the cost of telephone calls, travel,           facsimile transmissions,
translation, interpretation, paper duplication, due           diligence reports, postage
and delivery services, or fees of counsel, incurred           in connection with the
performance by MCC of its duties as contemplated by this           Agreement. All
out-of-town travel, counsel or third party consultant fees, and           other
significant expenses (over $1,000) will be approved by the Company in           advance.
Further, the Company will be responsible for all other expenses           associated with
any Financing Transaction and/or M&A Transaction, including,           but not
limited to, its own accounting and legal fees, printing and travel           costs.
Reimbursement of out-of-pocket expenses will be paid to MCC promptly by           the
Company whether or not a proposed Financing Transaction or any M&A
          Transaction is consummated.

The
above fees represent the total obligation to be paid by the Company for the Services
provided by MCC. Any fees due to business brokers, investment bankers, lawyers or
accountants representing any Target(s) or Buyer(s) will be paid by the respective
Target(s) and Buyer(s).The Company shall have sole discretion in determining what
constitutes an acceptable Financing Transaction as contemplated by this
Agreement.

The
cash fees with respect to any Financing Transaction Fee will be payable out of the
proceeds of the proposed Financing Transaction by wire transfer immediately upon closing
and the Warrant will be issued concurrent with the closing of the Financing Transaction.

Any
M&A Success Fee will be paid upon consummation of any M&A Transaction (the
Closing). The Closing of a M&A Transaction shall be deemed to have
occurred upon the earliest of any of the following events: (i) the acquisition of a
majority of the outstanding common stock of the Company; (ii) a merger or consolidation of
a Target with or into the Company; (iii) a merger or consolidation of the Company with or
into a Target; (iv) the acquisition by the Company of substantially all of a Targets
assets; (v) the acquisition by a Target of substantially all of the Companys assets,
or (vi) in the case of any other M&A Transaction, the consummation thereof.

Consideration
means the total amount of cash, and the fair market value of all other consideration, paid
or payable to the Company, its security holders or a Target in the M&A

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Transaction and will include any debt
for borrowed money assumed, refinanced or extinguished as part of the M&A Transaction,
as well as amounts paid or payable in respect of the outstanding securities of the Company
on a fully diluted basis (treating any securities issuable upon exercise of options,
warrants, stock appreciation rights, convertible securities, or other rights to purchase
the Companys common stock and any securities to be redeemed as outstanding, whether
or not vested), and amounts payable in respect of employment or consulting agreements,
agreements not to compete or similar arrangements that are part of the M&A
Transaction.

If
any part of the Consideration is contingent upon future events, the Company will pay the
related portion of the M&A Success Fee as and when received by the Company, its
security holders or the Target. For the portion of the Consideration payable in the form
of securities (if any), their value will be determined based on the average closing price
for such securities for the 30 trading days before the Closing. If any such securities do
not have an existing public market, the Consideration will be determined based on the fair
market value of such securities as mutually agreed upon in good faith by the Company and
MCC before the Closing.

3.    
          Term.

a.    
          Period of Engagement.This Agreement will be in effect for
          a twelve-month period. Upon expiration of this Agreement, MCC will be entitled
          to prompt payment of all fees accrued prior to such termination or expiration
          and reimbursement of all Company approved out-of-pocket expenses described
          above. Fees, obligations, indemnities, and or any other obligation entered into
          under the terms of this Agreement in Sections 2, 3, 5, 7, 10 and 11 of this
          Agreement and the indemnity and other provisions contained in Schedule B will
          also remain operative and in full force and effect regardless of any termination
          or expiration of this Agreement provided such fees, obligations, indemnities are
          earned or entitled prior to the termination of this Agreement.

b.    
          Tail Period.In addition, if at any time prior to two (2)
          years after the expiration of this Agreement the Company enters into a Financing
          Transaction with any proposed Buyer(s) introduced to the Company by MCC, or any
          M&A Transaction who was contacted by MCC in connection with its services for
          the Company hereunder, or who received information prepared by MCC in connection
          with a Financing Transaction or a M&A Transaction (each a Qualified
          Prospect), MCC shall be entitled to payment in full of the compensation
          described in Section 2 of this Agreement with respect to such Financing
          Transaction(s) or M&A Transaction(s). Within five (5) business days upon
          termination or expiration of this Agreement, MCC will provide the Company a
          detailed list in writing of all Qualified Prospects.

4.    
          Disclosure Materials. Although MCC will assist in the preparation of
          transaction-related disclosure materials, the Company alone will be responsible
          for the accuracy and completeness of such materials and their compliance with
          applicable law, as well as for the accuracy and completeness of the other
          information the Company provides to MCC in connection with the Services
          (regardless of any investigation MCC conducts). The Company will promptly notify
          MCC if it learns of any material inaccuracy or misstatement in, or material
          omission from, any information theretofore delivered to MCC. The Company
          recognizes and confirms that MCC will be relying on the Company for the
          information that it will be providing to MCC.

5.    
          Confidentiality. In connection with this Agreement, it is contemplated
          that the Company or a Target may supply to MCC certain non-public or proprietary
          information (Confidential Information). The Company agrees to use
          its best efforts to appropriately mark all such information that is delivered in
          written form. MCC shall use Confidential Information solely for the purposes of
          rendering services pursuant to and in accordance with this engagement

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and shall not, without the prior
written consent of the Company, disclose any Confidential Information to any person, other
than its officers, directors, employees and outside advisors with a need to know;
provided, however, that the foregoing shall not apply to any information which becomes
publicly available other than as a result of the breach of MCCs undertakings
hereunder, or that which MCC is required to disclose by judicial or administrative process
in connection with any action, suit, proceeding or claim.

6.    
          Exclusive Representation. Except as set forth in Schedule A, the Company
          agrees that no other financial advisor is or will be authorized by it during the
          term of this Agreement to perform services on its behalf of the type which MCC
          is authorized to perform hereunder. In addition, except wherein as otherwise
          provided in Section 2, no fee payable to any other advisor either by the Company
          or any other entity shall reduce or otherwise affect the fees payable hereunder
          to MCC.

7.    
          Right of First Refusal. If for a period of two (2) years after
          successfully closing a Financing Transaction, as contemplated under this
          Agreement, the Company desires to commence any Transaction (as hereinafter
          defined), MCC shall have the right of first refusal to act as the Companys
          financial advisor to arrange for placement agents or underwriters, as the case
          may be, with respect to any such Transaction(s). For purposes of this Agreement,
          the term Transaction shall include each of the following; the
          purchase, sale, merger, consolidation or any other business combination, in one
          or a series of transactions, involving the Company or one of the organizations
          comprising the Company, or any sale of securities of the Company or a New
          Entity, as described below, effected pursuant to a private sale or an
          underwritten public offering. The terms under Section 7 are applicable only
          if MCC has not experienced a material change to the executive management
          composition of MCC prior to a Transaction as defined above.

If
the Company decides to actively pursue any such Transaction, and MCC exercises its right
of first refusal provided hereunder, MCC and the Company will enter into an agreement
appropriate and customary for services at the time, containing provisions for, among other
things, compensation, indemnification, contribution, and representations and warranties,
which are usual and customary for similar agreements entered into by MCC or other
intermediaries acting in similar transactions. The Company agrees that they will not enter
into any such Transaction unless MCC has waived its right of first refusal with respect
thereto or prior to or simultaneously with the consummation of such Transaction, adequate
provision is made with respect to the payment of compensation to MCC, as contemplated
hereby.

8.    
          Assignment and Transfer of Obligations.In the event that the Company or
          one of the organizations comprising the Company contributes, pledges, guarantees
          or otherwise conveys any of its assets (including without limitation the assets
          of its subsidiaries or affiliates) to, or incurs any liabilities on behalf of,
          or grants the authority to operate its business(es) or affiliated business(es)
          to a new entity, whether a corporation, partnership, sole proprietorship, or
          natural person (New Entity) for the purpose of a Financing
          Transaction as contemplated by this Agreement, then MCC will be compensated by
          the Company, as more fully described in Section 2, above, for whatever funds
          were received by the New Entity on the same basis as if the funds were invested
          directly in the Company or one of the organizations comprising the Company. The
          parties further agree that all MCCs rights and obligations under this
          Agreement will be equally binding upon New Entity and that the Company will not
          enter into or create any agreement, undertaking or legal obligation with a New
          Entity without requiring said New Entity to accept and satisfy MCCs rights
          and obligations under this Agreement as if they were their own.

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9.    
          Public Announcements. Subject to the restrictions set forth in Section 5
          of this Agreement, the Company grants MCC the right, upon completion of a
          Financing Transaction or a M&A Transaction, to place announcements of the
          Financing Transaction or M&A Transaction in certain newspapers and to mail
          announcements of the Financing Transaction or a M&A Transaction to persons
          and firms selected by MCC, and all costs of such announcements will be borne by
          MCC.

10.    
          Complete Agreement; Severability; Amendments; Assignment. This Agreement
          embodies the entire agreement and understanding between the parties hereto and
          supersedes any prior agreements and understandings relating to the subject
          matter hereof. If any provision of this Agreement is determined to be invalid or
          unenforceable in any respect, such determination will not affect such provision
          in any other respect or any other provision of this Agreement, which will remain
          in full force and effect. This Agreement may not be amended or otherwise
          modified or waived except by an instrument in writing signed by both MCC and the
          Company. This Agreement may not be assigned by either party without the prior
          written consent of the other party.

This
Agreement shall be binding upon and inure to the benefit of the Company, MCC, each
Indemnified Parties (as defined in Schedule B hereto) and their respective successors and
assigns.

11.    
          Arbitration. Any dispute between the parties concerning the
          interpretation, validity or performance of this letter agreement or any of its
          terms and provisions shall be submitted to binding arbitration in Phoenix,
          Arizona, before the American Arbitration Association, and the prevailing party
          in such arbitration shall have the right to have any award made by the
          arbitrators confirmed by a court of competent jurisdiction.

Very truly yours,

Miller Capital Corporation

|                                                                                                                 |                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|By:   /s/ Rudy Miller
           Rudy Miller
           Chairman of the Board
           Chief Executive Officer |                                                                                                                                                
|                                                                                                                 | Accepted as of the date written above,
OneSource Technologies, Inc.
By: /s/ Len Ksobiech
         Len Ksobiech
         Chief Financial Officer

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SCHEDULE A

Prior
to the execution of this agreement, the Company entertained discussions with: (1) Wells
Fargo, regarding a senior debt facility, and (2) Larry Luke and Robert Thompson regarding
possible equity investments into the Company. As such, any Financing Transaction Fee due
MCC from a financing provided to the Company by Wells Fargo, Larry Luke or Robert
Thompson, or their majority controlled entities, will be discounted by 50%.

In
addition, prior to the execution of this Agreement, the Company entered into merger
agreement with First Financial Computer Services, Inc. Therefore, no M&A Success Fee
shall be due MCC from the consummation of this transaction.

SCHEDULE B

The
Company agrees to indemnify and hold harmless MCC and its officers, directors, employees,
consultants, agents and controlling persons of MCC and each such other persons are
collectively and individually referred to below as an Indemnified Party from
and against any and all loss, claim, damage, liability and expense whatsoever, as
incurred, including, without limitation, reasonable costs of any investigation, legal and
other fees and expenses incurred in connection with, and any amounts paid in settlement
of, any action, suit or proceeding or any claim asserted, to which the Indemnified Party
may become subject under any applicable federal or state law (whether in tort, contract or
on any other basis) or otherwise, and related to the performance by the Indemnified Party
of the services contemplated by this letter agreement and will reimburse the Indemnified
Party for all expenses (including legal fees and expenses) as they are incurred in
connection with the investigation of, preparation for or defense of any pending or
threatened claim or any action or proceeding arising therefrom, whether or not the
Indemnified Party is a party and whether or not such claim, action or proceeding is
initiated or brought by the Company. The Company will not be liable under the foregoing
indemnification provision to the extent that any loss, claim, damage, liability or expense
is found in a final judgment by a court or arbitrator, not subject to appeal or further
appeal, to have resulted from the Indemnified Partys bad faith, willful misconduct,
gross negligence or errors of omission. The Company also agrees that the Indemnified Party
shall have no liability (whether direct or indirect, in contract, tort or otherwise) to
the Company related to, or arising out of, the engagement of the Indemnified Party
pursuant to, or the performance by the Indemnified Party of the services contemplated by,
this letter agreement except to the extent that any loss, claim, damage, liability or
expense is found in a final judgment by a court or arbitrator, not subject to appeal or
further appeal, to have resulted from the Indemnified partys bad faith, willful
misconduct or gross negligence.

If
the indemnity provided above shall be unenforceable or unavailable for any reason
whatsoever, the Indemnified Party shall be entitled to receive from the Company, or its
successors and assigns, contribution for all such indemnifiable losses, claims, damages,
liabilities and expenses (including, without limitation, all indemnifiable costs of any
investigation, legal or other fees and expenses incurred in connection with, and any
amounts paid in settlement of, any action, suit or proceeding or any claim asserted) so
that the Indemnified Party ultimately bears, in the aggregate, only an amount equal to the
aggregate amount of such indemnifiable losses, claims, damages, liabilities and expenses
multiplied by a fraction, the numerator of which is the fee the Company actually pays to
the Indemnified Party and the denominator of which is the total value of the consideration
paid or to be paid to the Company and/or the Companys shareholders in the
Transaction; provided, however, that in no event shall the Indemnified
Partys share of such

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losses, claims, damages, liabilities and expenses exceed, in
the aggregate, the fee actually paid to the Indemnified Party by the Company.

The
Indemnified Party will give prompt written notice to the Company of any claim for which it
seeks indemnification hereunder, but the omission to so notify the Company will not
relieve the Company from any liability which it may otherwise have hereunder except to the
extent that the Company is damaged or prejudiced by such omission or from any liability it
may have other than under this Schedule B. The Company shall have the right to assume
the defense of any claim, lawsuit or action (collectively an action) for which
the Indemnified Party seeks indemnification hereunder, subject to the provisions stated
herein with counsel reasonably satisfactory to the Indemnified Party. After notice from
the Company to the Indemnified Party of its election so to assume the defense thereof, and
so long as the Company performs its obligations pursuant to such election, the Company
will not be liable to the indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation. The Indemnified Party shall have the right to employ
separate counsel in any such action and to participate in the defense thereof at its own
expense; provided, however, that the reasonable fees and expenses of such
counsel shall be at the expense of the Company if the named parties to any such action
(including any impleaded parties) include both the Indemnified party and the Company and
the Indemnified Party shall have reasonably concluded, based on advice of counsel, that
there may be one or more legal defenses available to the Indemnified Party which are
different from, or in conflict with, any legal defenses which may be available to the
Company (in which event the Company shall not have the right to assume the defense of such
action on behalf of the Indemnified Party, it being understood, however, that the Company
shall not be liable for the reasonable fees and expenses of more than one separate firm of
attorneys for all Indemnified Parties in each jurisdiction in which counsel is needed). In
addition to the Companys other obligations hereunder and without limitation, the
Company agrees to pay monthly, upon receipt of itemized statements therefore, all
reasonable fees and expenses of counsel incurred by an Indemnified Party in defending any
claim of the type set forth in the preceding paragraphs or in producing documents,
assisting in answering any interrogatories, giving any deposition testimony or otherwise
becoming involved in any action or response to any claim relating to the engagement
referred to herein, or any of the matters enumerated in the preceding paragraphs, whether
or not any claim is made against an Indemnified Party or an Indemnified Party is named as
a party to any such action.

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