EXHIBIT 10.13

                           EXCLUSIVE SUPPLY AGREEMENT

         THIS AGREEMENT is made and entered into as of the 20th day of December,
2001, by and between Source  Technologies,  Inc., a North  Carolina  corporation
with offices at 2910 Whitehall Park Drive,  Charlotte,  NC 28273 ("STI") and Web
Tools  International,  Inc., a California  corporation  with offices at 4440 Von
Karman Avenue Suite 125, Newport Beach, CA 92660 ("WTI").

         WHEREAS,  STI is  engaged in the  business  of  designing,  developing,
marketing,  integrating,  distributing and selling,  inter alia, desktop digital
laser printing  technology,  toner cartridges and integrated  voting  technology
solutions; and

         WHEREAS,  WTI desires to have specially  manufactured for its exclusive
use a version of STI's product described as follows:  AccuPoll electronic voting
hardware solution and toner cartridges (the "Products"); and

         WHEREAS,  WTI desires to  purchase  Products  exclusively  from STI for
resale and  distribution  in the Territory,  and STI is willing to sell Products
exclusively  to WTI, all upon the terms and subject to the  conditions set forth
in this Agreement;

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1. Definitions.
   -----------

         (a) Products shall mean the integrated AccuPoll hardware described more
fully in the STI  AccuPoll  Specification  set  forth in  Schedule  A herein  as
amended,  any  subsequent   specifications   applicable  to  the  Products  (the
"Specifications")  and any improvements to such Products made during the term of
this  Agreement,  which  Products  comprises a printer,  touch screen,  computer
processing unit,  integrated case, power supply and all related control software
to be used in conjunction with the AccuPoll software.

         (b)  Pre-Existing  Intellectual  Property  shall mean all  intellectual
property worldwide including,  but not limited to, all discoveries,  inventions,
designs, formulae, algorithms, processes, software, technical information, data,
test results, apparatus and methods, whether or not patentable, and all patents,
copyrights, trade marks, mask works, trade secrets, know-how and all other forms
of intellectual  property which are owned or controlled by either party prior to
this Agreement,  or  contemporaneously  with this Agreement but not arising from
the performance of work under this Agreement.

         (c)  Developed  Intellectual  Property"  shall  mean  all  intellectual
property worldwide,  including but not limited to, all discoveries,  inventions,
designs, formulae, algorithms, processes, software, technical information, data,
test results, apparatus and methods, whether or not patentable, and all patents,

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copyrights, trade marks, mask works, trade secrets, know-how and all other forms
of intellectual  property  conceived or first-reduced to practice or made during
the performance of work under this Agreement.

         (d) Work  performed by STI shall  include the research and  development
pursuant to the Specifications for the development of the Products.

         (e) Field shall mean voting and elections systems worldwide.

2. Exclusivity.
   -----------

         (a) Upon the terms and subject to the conditions  contained herein, STI
hereby  agrees  to  manufacture  and sell to WTI  such  quantities  of  Products
pursuant to the  specifications  set forth in Schedule A to this  Agreement (the
"Specifications") as WTI shall require for use and resale solely in the Field.

(b) WTI acknowledges and agrees that it shall acquire such Products  exclusively
from STI and that it will use and resell the  Products  solely in the Field.  If
STI is unable to produce and deliver on time the required  quantity of Products,
WTI may obtain Products from another supplier.

(c) Nothing  herein  shall  preclude  STI from  selling or  otherwise  providing
printers  or   printer-based   solutions   with  different   specifications   or
customizations,  to any other third party,  government or businesses,  including
for use or sale in the Field.

3. Purchase of Products.
   --------------------

         (a) STI shall sell  Products to WTI at the prices set forth on Schedule
B, which may be amended from time to time at STI's sole  discretion,  upon sixty
(60) days after written notice thereof is given to WTI.

         (b) The Product  prices are  exclusive of all taxes and all  insurance,
freight, transportation, portage and similar charges and expenses, each of which
shall  be the sole  responsibility  of WTI,  and each of which  will be added to
STI's invoices as a separate charge to be paid by WTI.

         (c) All orders shall be placed by WTI in the form of a written purchase
order.

         (d) All sales are final;  except for warranty returns, no returns shall
be  allowed.  Due to the  exclusive  nature  of this  Agreement  and the  unique
specifications  for  the  Products,  WTI  acknowledges  that  the  Products  are
customized  goods sold by STI are unique to WTI and its  customers and could not
be resold by STI.  If WTI  wrongfully  rejects  or  revokes  acceptance  of such
Products  or any part of them,  or fails to purchase  Products  for which it has

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caused manufacturing to be commenced or raw materials to be procured,  STI shall
invoice WTI, and may hold the goods and  materials at WTI's risk and maintain an
action for the price.

         (e) Lead time for purchases shall be set forth on Purchase Orders to be
submitted by WTI as mutually agreed. To the extent practical, all Products shall
be  produced  on a  made-to-order  basis;  to meet other  production  schedules,
however,  STI  may,  but  shall  not be  required  to,  build a  finished  goods
inventory,  in which  case no storage  charges  shall  apply (WTI may,  however,
specifically  request manufacture and storage of larger quantities,  which shall
be charged in accordance with STI's then current storage  formula;  billing will
be upon  delivery  into  storage  in such  instance,  unless STI and WTI elect a
different alternative). WTI shall endeavor to provide forecasts of requirements,
and of spikes or  troughs in demand.  STI shall  rely upon  WTI's  forecasts  in
obtaining raw materials,  and WTI shall  compensate STI for all finished  goods,
dedicated raw materials or work in process manufactured or purchased as a result
of such  forecasts  (not to exceed a  one-month  supply,  unless  WTI shall have
forecast a larger amount),  after 12 months have passed from  manufacture of any
goods or purchase of any raw materials.

4. Payment.
   -------

Commercially  reasonable  Payment  Terms for all  Products  will be set forth on
Purchase  Orders to be issued by WTI and will be not  dissimilar to standard STI
Payment  Terms  which are net 30 days  cash  upon  receipt  of  invoice,  F.O.B.
shipping  point,  freight  collect or freight  prepaid and added to the invoice,
unless otherwise agreed in a joint writing.  Invoices not paid within 30 days of
invoice  date are  subject  to late fees at 1.5% per month or the  highest  rate
allowed by law (if lower).  Payments  shall be  tendered  without  deduction  or
offset.

5. Warranty.
   --------

         (a) STI has all rights  necessary to sell,  distribute  and exploit the
Products,  and no other  person has any  interest  therein or claims with regard
thereto.  The Products do not infringe on the rights of any third party, whether
patent,  trademark  or  copyright  and no future  sales of the  Products  by STI
pursuant to the terms hereof shall infringe on any third party patents.

         (b) There are no claims,  suits,  actions or  proceedings  pending  or,
threatened against STI, or in connection with the Products which could adversely
affect the transactions contemplated by this Agreement.

         (c) WTI  shall  have  good  title to all  Products  sold by STI to WTI;
transfer  and  delivery  of such  goods  to WTI  shall  be  rightful  and  shall
effectively  convey  title to such  goods to WTI  free and  clear of all  liens,
claims, encumbrances and rights of third parties.

6. Limitation Of Liability.
   -----------------------
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EXCEPT AS PROVIDED IN  PARAGRAPH  6. BELOW,  IN NO EVENT SHALL  EITHER  PARTY BE
LIABLE TO THE OTHER, WHETHER IN CONTRACT,  TORT OR UNDER ANY OTHER LEGAL THEORY,
FOR LOST PROFITS OR REVENUES,  LOSS OF USE OR SIMILAR  ECONOMIC LOSS, OR LOSS OF
GOODWILL,  FOR ANY  INDIRECT,  SPECIAL,  INCIDENTAL,  CONSEQUENTIAL  OR  SIMILAR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE,  DISTRIBUTION,  DELIVERY,
NONDELIVERY,  CONDITION, USE, OWNERSHIP, POSSESSION, OPERATION,  TRANSPORTATION,
LOADING,  UNLOADING  OR RETURN OF THE  PRODUCTS,  OR FOR ANY CLAIM MADE  AGAINST
EITHER PARTY.

7. Indemnification.
   ---------------

         (a) STI agrees to indemnify  and hold WTI harmless from and against any
and all claims,  demands,  liabilities,  losses,  costs and expenses (including,
without limitation, reasonable attorneys' fees), irrespective of the theory upon
which based (including,  without  limitation,  negligence and strict liability),
arising out of any breach of STI's  warranties  hereunder,  including  claims of
infringement  of  patents,  copyrights  or  other  proprietary  rights  of third
parties.

         (b) WTI agrees to indemnify  and hold STI harmless from and against any
and all claims,  demands,  liabilities,  losses,  costs and expenses (including,
without limitation, reasonable attorneys' fees), irrespective of the theory upon
which based (including,  without  limitation,  negligence and strict liability),
arising out of any breach of WTI's  warranties  hereunder,  including  claims of
infringement  of  patents,  copyrights  or  other  proprietary  rights  of third
parties.

8. Confidentiality.
   ---------------

         The  parties  shall  maintain  and  preserve  during  the  Term of this
Agreement and at all times  thereafter the  confidentiality  of all  information
concerning  the other,  its business and  Products.  The parties agree that they
will  not,  and will not  permit  any of their  employees  or  agents  to use or
disclose to any third person any confidential information,  except to the extent
necessary  to  perform  their  obligations  hereunder  during  the  Term of this
Agreement as provided herein. The provisions of this paragraph shall survive any
expiration or termination of this Agreement.

9. Term.
   ----

         Unless  sooner  terminated as provided  herein,  this  Agreement  shall
commence on the date hereof and shall  continue  for five years from the date of
execution  ("Initial  Term").  Upon the  expiration of such Initial  Term,  this
Agreement shall be automatically  renewed for successive  one-year terms, unless
sooner  terminated  as provided  herein or unless  either  party gives the other
party  written  notice of  cancellation  at least  ninety (90) days prior to the
expiration of the then current term.  The Initial Term of this Agreement and any
renewals is referred herein as the "Term."

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10. Intellectual Property.
    ---------------------

         (a) Each party's  Pre-existing  Intellectual  Property shall remain the
exclusive  property  of such  party,  and except for the  license  rights to use
certain Pre-existing  Intellectual  Property expressly provided herein,  neither
party  acquires any right,  title or interest in the other party's  Pre-existing
Intellectual Property.  Each party shall promptly notify the other of any actual
or threatened misappropriation or infringement of the other party's Pre-existing
Intellectual Property rights which comes to such party's attention.

         (b)  During  the  Term  of  this   Agreement,   STI  grants  to  WTI  a
non-exclusive,  perpetual,  royalty-free, paid up, world-wide license, under all
of STI's Pre-existing  Intellectual  Property (as such STI Intellectual Property
is included in the  Products) and to any third party  technology  which has been
incorporated  into  the  Products,   for  the  purpose  of  using,  selling  and
distributing the Products within the Field.

         (c) During the Term of this Agreement,  WTI grants STI a non-exclusive,
non-transferable,  perpetual,  royalty-free,  paid up, world-wide license to the
WTI Intellectual  Property (as such WTI Intellectual Property is included in the
Products) for the sole purpose of using,  selling and  distributing the Products
worldwide so at WTI's request and does not directly compete with WTI worldwide.

         (d) In view of the confidential  relationship  contemplated between STI
and WTI,  and  provided  that WTI makes  payment in full to STI for all expenses
reasonably  and directly  related to the Developed  Intellectual  Property,  the
parties  hereby  agree and  represent  that all  right,  title and  interest  in
Developed  Intellectual  Property conceived or first reduced to practice or made
during the  performance of the work under this  Agreement,  including  copyright
renewal  rights,  are assigned  and will be assigned to WTI, and such  Developed
Intellectual  Property shall be and shall remain the exclusive  property of WTI,
whether or not patented or copyrighted,  and without regard to any expiration or
termination of this Agreement.

         (e)  WTI  grants  to  STI  a  non-exclusive,  perpetual,  royalty-free,
paid-up, worldwide license to WTI's Developed Intellectual Property necessary to
sell, lease or distribute the Products at WTI's request.

11. Miscellaneous.
    -------------

         (a) NOTICES.  All notices,  requests,  demands or other  communications
required  or  permitted  to be given or made  hereunder  shall be in writing and
delivered personally or sent by pre-paid,  first class,  certified or registered
air mail (or the functional  equivalent in any foreign country),  return receipt
requested,  or by facsimile  addressed to the intended  recipient thereof at the
address  and  facsimile  number  set out  below  (or to such  other  address  or

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facsimile  number as either  party may from time to time duly notify the other).
Any such notice, demand or communication shall be deemed to have been duly given
immediately  if given or made by  confirmed  facsimile,  or three (3) days after
mailing if given or made by letter.  The addresses and facsimile numbers for the
parties for purposes of this Agreement are:

         to WTI:                    Dennis Vadura
                                    President
                                    Web Tools International
                                    4440 Von Karman Avenue
                                    Suite 125
                                    Newport Beach, CA 92660
         to STI:
                                    Miles Busby
                                    President
                                    Source Technologies, Inc.
                                    2910 Whitehall Park Drive
                                    Charlotte, NC 28273
                                    704-969-7502     Direct Voice
                                    704-969-7595  Facsimile

         (b) WAIVER.  No failure to  exercise,  and no delay in  exercising  any
right,  power or remedy  hereunder shall operate as a waiver thereof,  nor shall
any single or partial exercise of any right,  power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
No express waiver or assent of any breach of or default in any term or condition
of this  Agreement  shall  constitute a waiver of or an assent to any succeeding
breach of or default in the same or any other term or condition hereof.

         (c) GOVERNING LAW/FORUM.  Regardless of the place of contracting, place
of  performance  or  otherwise,  this  Agreement  and the rights of the  parties
hereunder shall be governed by and construed and enforced in accordance with the
laws of the  State  of North  Carolina,  without  regard  to  conflicts  of laws
principles.  If any  controversy  or claim  between the parties  arises under or
relates to the transactions contemplated herein, only federal or state courts in
North  Carolina  shall have  jurisdiction  to hear and decide such  matter.  STI
hereby irrevocably (a) submits to the exclusive jurisdiction of such courts, and
(b) waives any and all  jurisdictional  defenses STI may have to the institution
of any such action in any such court.

         (d) SEVERABILITY.  All rights and restrictions  contained herein may be
exercised  and shall be  applicable  and binding only to the extent that they do
not  violate  any  applicable  laws and they are  intended  to be limited to the
extent necessary so that they will not render this Agreement illegal, invalid or
unenforceable.  If any  term  of this  Agreement  shall  be held to be  illegal,
invalid  or  unenforceable  by a  court  of  competent  jurisdiction,  it is the
intention of the parties that the remaining terms hereof shall  constitute their
agreement with respect to the subject matter hereof and all such remaining terms
shall remain in full force and effect.

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         (e) ENTIRE AGREEMENT.  This Agreement  supersedes all prior discussions
and agreements between the parties with respect to the subject matter hereof and
this Agreement  contains the sole and entire agreement  between the parties with
respect to the matters  covered  thereby.  This Agreement may not be modified or
amended except by an instrument in writing signed by both parties.

         (f) ASSIGNMENT. The obligations and benefits, rights and duties created
by this  Agreement  are  specific  and  personal  and shall not be  assigned  or
delegated by either  party,  except that the same shall be assigned in the event
of a merger in which  the  assigning  party is not the  surviving  entity,  or a
transfer  or  sale  of all or  substantially  all of  the  assets  or  ownership
interests  of STI or of WTI or business  to another  entity that is not a direct
competitor of the non-assigning party. If either party assigns this Agreement to
a direct competitor of the other party by merger, operation of law or otherwise,
the non-assigning  party shall have the right to terminate this Agreement.  This
Agreement  enures to the benefit of and binds the  parties and their  respective
successors and permitted assigns.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed under seal as of the day and year first written above.


Source Technologies, Inc.                       Web Tools International

By: /s/ Miles Busby                             By: /s/ Dennis Vadura
   ----------------------                           ----------------------------
        Miles Busby                                     Dennis Vadura
        President                                       President