EXHIBIT 10.40


                                    ADDENDUM

Addendum to the Master Accounts Receivable Purchase and Security Agreement
between New Horizon Capital, LLC (NHC) and ONESOURCE TECHOLOGIES, INC.,(Client)
dated July 3, 2003. It has been agreed as follows:

                         Section 1- Financial Covenants

1.   Until requested otherwise by NHC, Client shall provide the following
     financial statements and reports to NHC:

     a.   Monthly financial statements in a form reasonably acceptable to NHC,
          shall be delivered to NHC within thirty (30) days of the end of each
          month. The monthly statements shall include a certification by the
          chief executive officer of Client that the monthly statements, (1)
          have been prepared in accordance with generally accepted accounting
          principles and are consistent with prior financial statements
          submitted to NHC, (2) accurately represent the actual financial
          condition of Client as of the date thereof, and (3) accurately
          represent the results of operations for the period covered thereby.

     b.   Client shall provide month end Accounts Payable aging and Accounts
          Receivable aging within ten (10) days of the end of the month.

     c.   On a monthly basis Client shall provide NHC adequate proof of 940 &
          941 payments within ten (10) days of the end of each month.

     d.   On a monthly basis Client shall provide NHC copies of all company bank
          statements within ten (10) days of the end of each month.

     e.   Within thirty (30) days of the end of each month, Client shall submit
          to NHC a compliance certificate in a form acceptable to NHC certifying
          and showing that Client is in compliance with the financial covenants
          stated above. The compliance certificate shall be signed by the chief
          executive officer and principal financial officer of Client.

     f.   Within 90 days of the Client's fiscal year end, Client shall provide
          NHC with a set of compiled financial statements prepared by an
          accounting firm selected by Client and reasonably acceptable to NHC.
          In addition, Client will provide to NHC on or before the due dates,
          including extensions, copies of the Client's corporate federal and
          state income tax returns along with evidence that any tax liability
          has been paid in full. The Client's owners shall provide to NHC on or
          before the due dates, including extensions, copies of their personal
          Federal and Arizona income tax returns along with evidence that any
          tax liability has been paid in full.

                           Section 2- Other Covenants

2.   Until requested otherwise by NHC, Client shall adhere and agrees to the
     following:

     a.   Client shall submit written credit approval requests to NHC (form to
          be provided by NHC) for all customers and potential customers prior to
          a funding request. With the credit approval request, Client will
          provide NHC with any credit information provided by the customer, i.e.
          a credit application, trade and bank references, and/or financial
          statements. If credit information sufficient to approve the amount of
          credit required by the customer has not been provided, it may at NHC's
          discretion be requested.

     b.   As long as the Master Accounts Receivable Purchase and Security
          Agreement is in effect, Client agrees not to make principal payments
          to Investors, individuals or directors for the notes payable listed in
          Note 5 of the 12/31/02 financial statement without the written
          approval of NHC.
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     c.   *Final approval is wholly contingent upon a review satisfactory to NHC
          by the NHC credit committee of all financial documentation, business
          and personal credit reports, and Secured Party and Lien Searches.

Dated:_________________________



New Horizon Capital, LLC                      ONESOURCE TECHNOLOGIES, INC.

-------------------------------               --------------------------
Eric Atencio, Co-Managing Member              Michael Hirschey, CEO



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