AGREEMENT

Exhibit 2.2

AGREEMENT

     THIS AGREEMENT (this “ Agreement ”), dated as of October 7, 2007, among ABM Industries Incorporated, a Delaware corporation (“ Parent ”), and Rivaz Overseas Corp. (the “ Shareholder ”).

RECITALS:

     WHEREAS, OneSource Services Inc., an international business company formed under the laws of Belize (“ Target ”), Parent and OCo Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“ Merger Sub ”), have simultaneously herewith entered into an Agreement and Plan of Merger, dated as of the date hereof (the “ Merger Agreement ”), pursuant to which Target will be merged with and into Merger Sub with Merger Sub as the surviving company (the “ Merger ”);

     WHEREAS, as of the date hereof, the Shareholder has delivered the Target Shareholder Approval whereby the Shareholder has adopted by written consent, in the Shareholder’s capacity as a shareholder of Target, the Merger Agreement and approved the transactions contemplated by the Merger Agreement, including the Merger; and

     WHEREAS, as an inducement and a condition to entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

     1.1 Certain Definitions . Initial capitalized terms used and not defined herein have the meanings ascribed to them in the Merger Agreement. In addition, for purposes of this Agreement, the following terms have the following meanings when used herein with initial capital letters:

          “ Beneficially Own ” or “ Beneficial Ownership ” with respect to any securities means having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a person include securities Beneficially Owned by all other persons with whom such person would constitute a “group” within the meaning of Section 13(d) of the Exchange Act with respect to the securities of the same issuer and include all securities Beneficially Owned by a person’s affiliates. Notwithstanding anything in this Agreement, the Shareholder, on the one hand, and Parent, on the other hand, are not intended to be a “group” for purposes of Rule 13d-5 of the Exchange Act and nothing in this Agreement will be interpreted in a manner that requires that they be deemed to be a “group” thereunder.

          “ Shareholder Securities ” means the Existing Shares together with any Target Ordinary Shares or other voting securities of Target acquired by the Shareholder or any of the Shareholder’s affiliates after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any capacity or otherwise.

ARTICLE II
AGREEMENTS OF THE PARTIES

     2.1 Disclosure . The Shareholder hereby agrees to provide to Parent, and to permit Parent or Target to publish and disclose in all documents and schedules filed with a Regulatory Agency and any press release or other disclosure document which Parent or Target determines to be necessary or desirable in connection with the Merger and any transactions related thereto, the Shareholder’s identity and ownership of the Shareholder Securities, any of the information required by the United States securities laws and any of the terms of this Agreement and the Merger Agreement. The Shareholder will promptly provide to Parent all information and endeavor in good faith to give such assistance to Parent as it may reasonably require in connection with the preparation of documents to be sent to the shareholders of Parent or Target, if any, or to be filed with a Regulatory Agency and accompanying documents and matters ancillary thereto in order to comply with the United States securities laws or any other legal or regulatory requirement and promptly notify Parent in writing of any material change in the accuracy or impact of any information previously supplied to Parent by or on behalf of the Shareholder.

     2.2 Voting of Target Ordinary Shares . (a) During the period commencing on the date hereof and continuing until the earlier of the (i) Effective Time and (ii) termination of the Merger Agreement in accordance with its terms (the “ Term ”), in the event that the Target Shareholder Approval for any reason is declared or held unenforceable or otherwise becomes ineffective, at any meeting of the shareholders of Target, any adjournment, postponement or continuation thereof and in any other circumstance (including any other annual or special meeting of the shareholders of Target or any action by prior written consent) in which a vote, consent or other approval with respect to the approval of the Merger Agreement or any of the transactions contemplated by the Merger Agreement by Target is sought, the Shareholder irrevocably and unconditionally agrees to vote or to cause to be voted all of the Shareholder Securities (A) in favor of the approval of the Merger Agreement and the transactions contemplated hereby and thereby (if applicable) and (B) against (1) any Acquisition Proposal involving Target or any of the Target Subsidiaries that is in competition or inconsistent with the Merger Agreement, or any proposal to effect the foregoing which is made in opposition to or in competition with the approval of the Merger Agreement, (2) any liquidation or winding up of Target, (3) any extraordinary dividend by Target, (4) any change in the capital structure of Target (other than any change in capital structure resulting from the Merger), and (5) any other action that would reasonably be expected to (x) impede, delay, postpone or interfere with the

Merger, (y) result in a breach of any of the representations, warranties or covenants of Target under the Merger Agreement, or (z) have a Target Material Adverse Effect.

          (b) During the Term, except as otherwise permitted by this Agreement or the Merger Agreement or as required by order of a court of competent jurisdiction, the Shareholder will not take any action that could revoke the Target Shareholder Approval or restrict or otherwise affect the effectiveness of the Target Shareholder Approval or the Shareholder’s legal power, authority and right to vote all of the Shareholder Securities as required by this Agreement, including transferring Beneficial Ownership of any of the Shareholder Securities, entering into any voting agreement with any person with respect to any of the Shareholder Securities, granting any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shareholder Securities, depositing any of the Shareholder Securities in a voting trust or otherwise entering into any agreement or arrangement with any person limiting or affecting the Shareholder’s legal power, authority or right to vote the Shareholder Securities in favor of the adoption of the Merger Agreement and the transactions contemplated the Merger Agreement or taking any of the foregoing actions with respect to any equity interests of the Shareholder.

     2.3 Proxy . During the Term, the Shareholder hereby appoints Parent and any designee of Parent, each of them individually, the proxy and attorney-in-fact of the Shareholder, with full power of substitution and resubstitution, to vote or act by written consent with respect to all of the Shareholder Securities in accordance with Section 2.2(a). This proxy is given to secure the performance of the duties and obligations of the Shareholder under this Agreement. The Shareholder affirms that the proxy granted hereunder is coupled with an interest and is irrevocable until the expiration of the Term, whereupon such proxy and power of attorney will automatically terminate. The Shareholder will take such further action and execute such other instruments as the Parent may reasonably request to effectuate the intent of this proxy. The Shareholder represents that any proxy heretofore given by it in respect of such Shareholder Securities is not irrevocable, and hereby revokes any and all such proxies.

     2.4 Conduct of Target . (a) The Shareholder, in such capacity, will use the Shareholder’s reasonable best efforts to cause the Target Board to:

     (i) if a vote or consent is required, recommend, without reservation, and not withdraw or adversely amend such recommendation, that Target’s shareholders vote or consent in favor of any resolution described in Section 2.2(a)(A) above and against any resolution described in Section 2.2(a)(B) above, provided , however , that the foregoing provisions will not apply to any affiliate of the Shareholder in his or her capacity as a member of the Target Board to the extent that such application would conflict with his or her fiduciary duties as a director of Target;

     (ii) convene such meetings of directors or shareholders of Target as may be necessary to pass such resolutions as may be necessary to effect the Merger;

     (iii) obtain or assist Target and Parent, as applicable, to obtain the authorizations and consents referenced in Sections 3.4 and 4.3 of the Merger Agreement;

     (iv) cooperate with all reasonable requests from Parent relating to the business and/or the affairs of Target; and

     (v) not take any action intended to cause, or that would be reasonably expected to result in, Target failing to comply with the terms of the Merger Agreement (including the covenants set forth in Article V), or which would result in any condition to the Merger becoming less likely to be satisfied; provided , however , that the foregoing will not prevent any affiliate of the Shareholder from taking any action required to be taken in connection with the due exercise of his fiduciary duties as a director of Target.

          (b) The Shareholder, in such capacity, will use the Shareholder’s reasonable best efforts to cause Target to comply with Section 6.8 of the Merger Agreement and will not, and will cause the Shareholder’s agents and representatives, and the Shareholder’s affiliates and their officers, directors, employees, agents and representatives, including any investment banker, financial advisor, attorney, accountant or other retained representative, not to, directly or indirectly solicit, initiate or encourage or facilitate (including by way of furnishing information) or participate in any discussions regarding or enter into any agreement regarding, an Acquisition Proposal relating to Target.

          (c) Except to the extent expressly permitted by Section 9.10 of the Merger Agreement, the Shareholder will not make, and will use the Shareholder’s reasonable best efforts to cause Target not to make, in each case without the prior written consent of Parent:

     (i) any announcement in connection with the Merger or any Acquisition Proposal; or

     (ii) any announcement prior to the public announcement of the Merger which refers expressly or implicitly to the Merger or to an Acquisition Proposal.

          (d) Nothing in this Section 2.4 will limit or affect or be deemed to apply to the actions, or freedom to act, of or by any affiliate of the Shareholder who is a director of Target in his or her capacity as a director of Target, to the extent such limitation or application would result in a violation of such individual’s fiduciary duties as a director under applicable law.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

     3.1 Representations and Warranties of the Shareholder . The Shareholder represents and warrants to Parent as follows:

          (a) Ownership of Shares . The Shareholder is the sole record owner of the number of Target Ordinary Shares listed opposite the Shareholder’s name on the signature page hereto (the “ Existing Shares ”). Such Existing Shares constitute all of the shares of capital stock of Target owned of record or Beneficially Owned by the Shareholder. The Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 2.2 hereof, sole power of disposition, sole power of conversion and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. As of the date hereof and immediately prior to the Effective Time, the Shareholder does not Beneficially Own any Parent Capital Stock or any other equity securities of Parent or any secur