EXHIBIT 10.8

                           NOTE MODIFICATION AGREEMENT
                       PROMISSORY NOTE DATED JULY 27, 1999
                           PRINCIPAL AMOUNT: $400,000
                          MATURITY DATE: JULY 28, 2000


           This Note  modification  Agreement (the "Agreement") is made this 4th
day of January,  2000 by and between  OneSource  Technologies,  Inc., a Delaware
corporation,  whose  address is 2329 West Mescal,  Suite 304,  Phoenix,  Arizona
85029  (hereafter  the "Holder") and Titan Capital  Partners,  LLC, a California
limited liability  company,  whose address is 8439 Sunset Boulevard,  Suite 105,
Los Angeles, California 90069 (hereafter the "Maker").

                                    Recitals

Whereas,  Maker has made,  in favor of  Holder,  that  certain  Promissory  Note
(hereafter th e"Note") a copy of which is attached hereto as Exhibit "A", in the
principal amount of Four Hundred  Thousand  ($400,000)  Dollars,  dated July 27,
1999 and  payable  three  hundred  and sixty  (360)  days after date at six (6%)
percent interest; and

Whereas  it is the  desire  of the  Parties  to enter  into  this  Agreement  to
formalize the procedures for establishing Holder's security interest in the loan
collateral  and for  permitting  Maker to effect sales in the collateral for the
prepayment of the Note; and

Whereas,  it is the further  desire of the parties to provide for the systematic
prepayment  of the Note as more fully  provided  herein  and to provide  for the
orderly  liquidation of the Collateral so as to prevent distortion in the market
price of OneSource common stock which may occur upon a large lump sum sale;

Now,  Therefore,  For Good And Valuable  Consideration,  The Receipt Of Which Is
Hereby Acknowledged, It Is Agreed As Follows:

Agreements

1.  Maker  hereby  acknowledges  and agrees  that the  amount of the Note,  plus
accrued  interest,  as of October  27,  1999 is Four  Hundred  and Six  Thousand
($406,000.00) Dollars and No Cents. All of the other terms and conditions of the
Promissory Note,  except as specifically  modified herein,  remain in full force
and effect.

2. In order to secure  the  payment  of any  amounts  due under the Note,  Maker
agrees to establish a brokerage account at U.S. Clearing Corp., into which Maker
shall deposit 900,000 shares of OneSource Technologies,  Inc, common stock. This
account  shall be opened in the joint  names of the Maker and  Holder  and shall
require two signatures  for any  withdrawals  from the account.  Attached to the
stock account shall be a money market account into which shall be deposited on a
daily  basis,  any proceeds  from the sale of any stock from the stock  account.
Copies of the documents  establishing the brokerage account and the money market
account are attached hereto as Exhibit "B".

3.  Maker  shall,  at any time  there is no default by Maker in the Note or this
Modification Agreement,  have the right to sell Shares of the Stock deposited in
the brokerage account. The sale of these Shares shall be on the public market at
the market  price  unless  agreed to in writing by Holder.  Maker shall  consult
with, and obtain prior approval of Holder prior to any private  placement of any
Shares.  Maker shall time all sales of Shares which it makes in such a way so as
not to adversely impact the price of the Shares in the marketplace.


                                        1

<PAGE>



4. All proceeds of the Stock sold shall be placed in the money  market  account.
Holder shall receive all amounts in the money market  account up to a maximum of
Fifty Thousand  ($50,000)  Dollars per month,  or such other amounts as shall be
agreed  between  Holder and Maker from time to time.  The amounts  receivable by
Holder shall be cumulative,  so that in any month in which Holder gets less than
the maximum as defined in this paragraph,  the deficiency  shall be added to the
maximum for the next  succeeding  month and Holder shall receive such cumulative
amounts prior to the receipt by Maker of any amounts.

5. Any amounts disbursed from the proceeds of Stock sales held in the account to
Holder shall be applied first to any costs  associated with the collection of th
e Note or sale of any security, then to the accrued interest, and finally to the
principal  balance due.  Holder shall have no interest in any proceeds above the
amounts due under the Note, and upon  receiving the entire  proceeds as required
by the Note,  shall consent to the removal of its name from the accounts.  Maker
shall make no  disbursement  of proceeds from the account either to itself or to
any third party without the prior written approval of Holder.

Dated this 4 day of January, 2000.


"Maker"                                                 "Holder"

Titan Capital, L.L.C.                         OneSource Technologies, Inc.

By:   /s/(illegible)                          By: /s/ Donald Gause

It's: Managing Member                         Its: Secretary


                                        2