EXHIBIT 10.13








                          ONESOURCE TECHNOLOGIES, INC.



                           INVESTOR'S RIGHTS AGREEMENT





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               TABLE OF CONTENTS
<TABLE>
<S>                                                                             <C>
                                                                                Page
I.  GENERAL                                                                      1
           1.1       Definitions                                                 1

II.  REGISTRATION; RESTRICTIONS ON TRANSFER                                      3
           2.1       Restrictions on Transfer                                    3
           2.2       Demand Registration                                         4
           2.3       Piggyback Registration                                      5
           2.4       Form S-3 Registration                                       6
           2.5       Expenses of Registration                                    7
           2.6       Registration Procedures                                     7
           2.7       Termination of Registration Rights                          8
           2.8       Delay of Registration                                       8
           2.9       Indemnification                                             8
           2.10      Assignment of Registration Rights                          10
           2.11      Amendment of Registration Rights                           10
           2.12      Limitation on Subsequent Registration Rights               10
           2.13      Suspension of Sales under Certain Circumstances            11
           2.14      Information by Holder                                      11
           2.15      Current Public Information                                 11
           2.16      No Inconsistent Agreements                                 11

III.  COVENANTS OF THE COMPANY                                                  12
           3.1       Basic Financial Information and Reporting                  12
           3.2       Inspection Rights                                          13
           3.3       Confidentiality of Records                                 13
           3.5       Expense Reimbursement                                      13
           3.6       Termination of Covenants                                   13

IV.  LIMITATIONS ON ISSUANCES, RIGHTS OF FIRST REFUSAL                          13
           4.1       Subsequent Offerings                                       13
           4.2       Exercise of Rights                                         13
           4.3       Issuance of Equity Securities to Other Persons             14
           4.4       Termination of Rights of First Refusal                     14
           4.5       Transfer of Rights of First Refusal                        14
           4.6       Excluded Securities                                        14

V.  MISCELLANEOUS                                                               15
           5.1       Governing Law                                              15
           5.2       Survival                                                   15
           5.3       Successors and Assigns                                     15
           5.4       Separability                                               15
           5.5       Amendment and Waiver                                       15
           5.6       Delays or Omissions                                        16
           5.7       Notices                                                    16
           5.8       Attorneys' Fees                                            16
           5.9       Titles and Subtitles                                       16
           5.10      Construction                                               16
           5.11      Entire Agreement                                           17
           5.12      Counterparts                                               17
</TABLE>


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                           INVESTOR'S RIGHTS AGREEMENT


           This INVESTOR'S RIGHTS AGREEMENT (the "Agreement") is entered into as
of May 26,  1999,  by and  between  OneSource  Technologies,  Inc.,  a  Delaware
corporation (the "Company") and Blackwater Capital Partners II, L.P., a Delaware
limited partnership (the "Investor").

                                    RECITALS

           WHEREAS, the Company and the Investor are parties to a Stock Purchase
Agreement dated the date hereof (the "Stock Purchase Agreement"); and

           WHEREAS,  pursuant  to  the  Stock  Purchase  Agreement,   Holder  is
acquiring  2,905,828  shares (the "Shares") of the Company's  common stock,  par
value $.001 per share ("Common Stock"); and

           WHEREAS,  the Shares will not be registered  under the Securities Act
of 1933, as amended, or under the securities laws of any state, in reliance upon
exemptions from registration thereunder; and

           WHEREAS,  the  parties  desire to enter into this  Agreement  for the
purposes, among others, of providing the registration rights, information rights
and a right of first refusal as set forth below.

           NOW,   THEREFORE,   in   consideration   of  the   mutual   promises,
representations,  warranties,  covenants and  conditions  set forth herein,  the
parties mutually agree as follows:

                                   I. GENERAL

           1.1 Definitions . As used in this Agreement the following terms shall
have the meanings set forth below:

           "Affiliate" of any Person means any other Person who either  directly
or indirectly is in control of, is controlled by or is under common control with
such Person;  provided that for purposes of this definition an investment entity
shall be deemed to be controlled by its investment  manager,  investment advisor
or general partner.

           "Business  Day" means any  Monday,  Tuesday,  Wednesday,  Thursday or
Friday that is not a day on which  banking  institutions  in the City of Phoenix
are authorized by law, regulation or executive order to close.

           "Equity  Securities"  means (i) any stock or similar  security of the
Company, (ii) any security convertible, with or without consideration,  into any
stock or similar  security  (including any option to purchase such a convertible
security),  (iii) any security  carrying any warrant or right to subscribe to or
purchase any stock or similar security or (iv) any such warrant or right.




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           "Exchange Act" means the Securities  Exchange Act of 1934, as amended
(or any  similar  successor  federal  statue),  and the  rules  and  regulations
thereunder, as the same are in effect from time to time.

           "Form S-3" means such form under the  Securities  Act as in effect on
the date hereof or any  successor  registration  form under the  Securities  Act
subsequently  adopted by the SEC which  permits  inclusion or  incorporation  of
substantial  information  by reference to other  documents  filed by the Company
with the SEC.

           "Holder"  means the Investor or any assignee of record of Registrable
Securities owned by the Investor in accordance with Section 2.10 hereof. For the
purposes of this  Agreement,  the Company  may deem the  registered  holder of a
Registrable Security as the Holder of it.

           "Prospectus"  means  the  prospectus  included  in  any  Registration
Statement, as amended or supplemented by a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable  Securities  covered
by such  Registration  Statement and by all other  amendments and supplements to
the  Prospectus,   including   post-effective   amendments,   and  all  material
incorporated by reference in such Prospectus.

           "Register,"  "registered," and "registration" refer to a registration
effected by preparing and filing a Registration Statement in compliance with the
Securities  Act,  and the  declaration  or  ordering  of  effectiveness  of such
Registration Statement or document.

           "Registrable Securities" means (i) all shares of the Company's Common
Stock issued or issuable to Holder  pursuant to the Stock Purchase  Agreement as
further  described in the Recitals hereto;  and (ii) any other securities issued
as a result of or in connection with any stock dividend,  stock split or reverse
stock  split,  combination,   recapitalization,   reclassification,   merger  or
consolidation, exchange or distribution in respect of the shares of Common Stock
referred in to (i) above.

           "Registration Expenses" means all expenses incurred by the Company in
complying with Sections 2.2, 2.3 and 2.4 hereof, including,  without limitation,
all  registration  and  filing  fees,  fees  and  expenses  of  compliance  with
securities or blue sky laws (including  reasonable fees and disbursements of one
counsel in connection  with blue sky  qualifications  or  registrations  (or the
obtaining of  exemptions  therefrom)  of the  Registrable  Securities,  printing
expenses (including expenses of printing  Prospectuses),  messenger and delivery
expenses, internal expenses (including all salaries and expenses of its officers
and employees performing legal or accounting duties),  fees and disbursements of
its counsel and its  independent  certified  public  accountants  (including the
expenses of any special  audit or "comfort"  letters  required by or incident to
such  performance or compliance),  securities  acts liability  insurance (if the
Company  elects to obtain  such  insurance),  fees and  expenses  of any special
experts  retained by the Company in connection with any  registration  hereunder
and the fees and  expenses of any other  Person  retained  by the  Company  (but
excluding the  compensation  of regular  employees of the Company which shall be
paid in any event by the Company).

           "Registration  Statement"  means  any  registration  statement  which
covers any of the  Registrable  Securities  pursuant to the  provisions  of this
Agreement,  including  the  Prospectus  included  therein,  all  amendments  and
supplements to such Registration  Statement including post effective amendments,
all  exhibits and all material  incorporated  by reference in such  Registration
Statement.



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           "Securities Act" means the Securities Act of 1933, as amended (or any
similar successor federal statue), and the rules and regulations thereunder,  as
the same are in effect from time to time.

           "Selling   Expenses"  means  all  underwriting   discounts,   selling
commissions  and  stock  transfer  taxes  applicable  to the sale of  negotiable
securities.

           "SEC" or "Commission"  means the Securities and Exchange  Commission,
or any  other  United  States  federal  agency  at the  time  administering  the
Securities Act.

           "Underwritten  Offering"  means an offering that is registered  under
the  Securities  Act in which  securities  of the Company are sold pursuant to a
firm commitment underwriting,  to an underwriter at a fixed price for reoffering
to the  public  or  pursuant  to  agency or best  efforts  arrangements  with an
underwriter.

                   II. REGISTRATION; RESTRICTIONS ON TRANSFER

           2.1       Restrictions on Transfer.

                     (a) Holder agrees not to make any disposition of all or any
portion of the Registrable Securities unless and until the transferee has agreed
in writing  for the  benefit of the  Company  to be bound by this  Section  2.1,
provided and to the extent such Section is then applicable and:

                               (i)   There  is  then  in  effect  a Registration
Statement  under the Securities Act covering such proposed  disposition and such
disposition is made in accordance with such Registration Statement; or

                               (ii)   (A) Holder shall have notified the Company
of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition,  and (B) if
reasonably  requested by the Company,  Holder shall have  furnished  the Company
with an opinion of counsel,  reasonably  satisfactory to the Company,  that such
disposition  will not require  registration  of such shares under the Securities
Act.  It is agreed that the  Company  will not  require  opinions of counsel for
transactions made pursuant to Rule 144 except in unusual circumstances.

                              (iii) Notwithstanding the provisions of paragraphs
(i) and (ii) above, no such  Registration  Statement or opinion of counsel shall
be  necessary  for a  transfer  by a Holder  which is (A) a  partnership  to its
partners in accordance  with  partnership  interests,  or (B) to Holder's family
member or trust for the benefit of an individual Holder, provided the transferee
will be subject  to the terms of this  Section  2.1 to the same  extent as if he
were the original Holder hereunder.

                     (b)  Each  certificate  representing Registrable Securities
shall (unless otherwise permitted by the provisions of the Agreement) be stamped
or otherwise imprinted with a legend substantially  similar to the following (in
addition to any legend  required under  applicable  state  securities laws or as
provided elsewhere in the Agreement):




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     THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES  ACT OF  1933  (THE  "ACT")  AND  MAY  NOT BE  OFFERED,  SOLD OR
     OTHERWISE TRANSFERRED,  PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED
     UNDER THE ACT OR,  IN THE  OPINION  OF  COUNSEL  OR BASED ON OTHER  WRITTEN
     EVIDENCE  IN  FORM  AND  SUBSTANCE  SATISFACTORY  TO THE  ISSUER  OF  THESE
     SECURITIES,  SUCH OFFER,  SALE OR TRANSFER,  PLEDGE OR  HYPOTHECATION IS IN
     COMPLIANCE THEREWITH.

                     (c)   The Company  shall  be  obligated to reissue promptly
unlegended  certificates  at the request of any Holder  thereof if Holder  shall
have  obtained  an  opinion  of  counsel  (which  counsel  may be counsel to the
Company) reasonably  acceptable to the Company to the effect that the securities
proposed to be disposed of may lawfully be so disposed of without  registration,
qualification or legend.

                     (d)   Any  legend  endorsed  on  an  instrument pursuant to
applicable state securities laws and the stop-transfer instructions with respect
to such  securities  shall be removed upon receipt by the Company of an order of
the appropriate blue sky authority authorizing such removal.

           2.2       Demand Registration .

                     2.2.1  Upon the written request of Holder at any time after
the date one year after the closing of the Company's first Underwritten Offering
of Common  Stock of the  Company  made  pursuant  to an  effective  Registration
Statement  under the  Securities Act (the "Initial  Offering")  that the Company
file a Registration Statement under the Securities Act covering the registration
of Registrable Securities, the Company shall effect, as soon as practicable, the
registration under the Securities Act of all Registrable  Securities that Holder
requests  to be  registered;  provided  that  the  number  of  securities  to be
registered  shall be not less  than 50% of the  Registrable  Securities  held by
Holder.

                     2.2.2   The  Company  shall not be obligated to effect more
than two (2) registrations pursuant to this Section 2.2.

                     2.2.3   The  Company  shall  not  be  required  to effect a
registration  pursuant to this Section 2.2 during the period  starting  with the
date of filing of, and ending on the date 90 days  following the effective  date
of the Registration Statement pertaining to the Initial Offering,  provided that
the  Company  is  making  reasonable  and  good  faith  efforts  to  cause  such
Registration  Statement to become effective.  In addition, the Company shall not
be required to effect a  registration  pursuant to this Section 2.2 if within 30
days of receipt of a written request from Holder pursuant to Section 2.2.1,  the
Company gives notice to Holder of the Company's intention to file a Registration
Statement for its Initial Offering within 90 days.

                     2.2.4   Notwithstanding the foregoing, if the Company shall
furnish to Holder requesting a Registration  Statement  pursuant to this Section
2.2, a certificate  signed by the Chairman of the Board stating that in the good
faith  judgment of the Board of Directors of the Company,  it would be seriously
detrimental to the Company and its stockholders for such Registration  Statement
to be  filed  and  it is  therefore  essential  to  defer  the  filing  of  such
Registration  Statement,  the Company  shall have the right to defer such filing
for a period of not more than 120 days after  receipt of the  request of Holder;
provided that such right to delay a request shall be exercised by the Company no
more than twice in any one-year period.



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           2.3 Piggyback  Registration  . If the Company at any time proposes to
file a Registration  Statement  with respect to any class of Equity  Securities,
whether for its own account (other than a Registration  Statement on Form S-4 or
S-8, or any successor or substantially similar form or a Registration  Statement
covering (i) an employee stock option,  stock purchase or  compensation  plan or
securities  issued or  issuable  pursuant  to any such  plan or (ii) a  dividend
reinvestment  plan) or for the account of a holder of  securities of the Company
pursuant  to   registration   rights  granted  by  the  Company  (a  "Requesting
Securityholder"),  then the Company  shall in each case give  written  notice of
such proposed  filing to Holder at least 30 Business Days before the anticipated
filing date of any such Registration  Statement by the Company,  and such notice
shall  offer to Holder  the  opportunity  to have any or all of the  Registrable
Securities held by Holder  included in such  Registration  Statement.  If Holder
desires to have the Registrable  Securities  registered  under this Section 2.3,
Holder must so advise the Company in writing  within 20 Business  Days after the
date of  receipt of such  notice  (which  request  shall set forth the amount of
Registrable  Securities for which  registration  is requested),  and the Company
shall include in such Registration  Statement all the Registrable  Securities so
requested to be included  therein;  If Holder  decides not to include all of its
Registrable  Securities in any  Registration  Statement  thereafter filed by the
Company,  Holder  shall  nevertheless  continue to have the right to include any
Registrable Securities in any subsequent  Registration Statement or Registration
Statements  as may be filed by the  Company  with  respect to  offerings  of its
securities, all upon the terms and conditions set forth herein.

                     2.3.1    Underwriting.  If the Registration Statement under
which the Company  gives notice  under this  Section 2.3 is for an  Underwritten
Offering, the Company shall so advise Holder. In such event, the right of Holder
to be  included  in a  registration  pursuant  to  this  Section  2.3  shall  be
conditioned upon Holder's  participation in such  underwriting and the inclusion
of Holder's  Registrable  Securities in the  underwriting to the extent provided
herein. Holder shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting.  Notwithstanding
any other  provision of the  Agreement,  if the  underwriter  determines in good
faith that marketing  factors require a limitation of the number of shares to be
underwritten,  the number of shares  that may be  included  in the  underwriting
shall be allocated,  first, to the Company; second, to Holder (or, if Holder has
assigned Registrable  Securities in accordance with Section 2.10 hereof, Holders
on a pro rata basis based on the total number of Registrable  Securities held by
such  Holders);  and third,  to any  stockholder  of the  Company  (other than a
Holder) on a pro rata basis. No such reduction shall reduce the securities being
offered by the Company  for its own  account to be included in the  registration
and  underwriting,  except  that in no event shall the amount of  securities  of
Holder included in the  registration be reduced below 30% of the total amount of
securities  included in such  registration,  unless such offering is the Initial
Offering  and such  registration  does not include  shares of any other  selling
Stockholders,  in which event any or all of the Registrable Securities of Holder
may be excluded in accordance with the  immediately  preceding  sentence.  In no
event  will  shares  of any  other  selling  Stockholder  be  included  in  such
registration  which would  reduce the number of shares  which may be included by
Holder without the written consent of Holder.

           2.4       Form S-3 Registration .

                     2.4.1     After its Initial Offering, the Company shall use
its best efforts to qualify for  registration  on Form S-3 or any  comparable or
successor  form or forms.  After the Company has  qualified  for the use of Form
S-3, in addition to the rights  contained in the  foregoing  provisions  of this
Section 2,  Holder  shall have the right to  request  registrations  on Form S-3
(such  requests  shall be in  writing  and shall  state the  number of shares of
Registrable Securities to be disposed of and the intended methods of disposition
of such shares by Holder).



<PAGE>



                     2.4.2     As  soon  as  practicable after receiving written
notice of the proposed  registration  from Holder,  effect such registration and
all related  qualifications  and compliances as may be so requested and as would
permit  or  facilitate  the  sale and  distribution  of all or such  portion  of
Holder's  Registrable  Securities as are  specified in such  request;  provided,
however,   that  the  Company   shall  not  be  obligated  to  effect  any  such
registration,  qualification or compliance  pursuant to this Section 2.4: (i) if
Form S-3 is not available for such offering by Holder, (ii) if Holder,  together
with the holders of any other securities of the Company entitled to inclusion in
such  registration,  propose  to sell  Registrable  Securities  and  such  other
securities  (if any) at an aggregate  price to the public of less than $500,000,
(iii) if the  Company  shall  furnish  to  Holder a  certificate  signed  by the
Chairman of the Board of Directors of the Company stating that in the good faith
judgment  of the  Board of  Directors  of the  Company,  it  would be  seriously
detrimental to the Company and its  Stockholders  for such Form S-3 Registration
to be effected at such time,  in which event the Company shall have the right to
defer the filing of the Form S-3 Registration Statement for a period of not more
than 120 days after  receipt of the request of Holder under this Section 2.4, or
(iv) if the Company has,  within the 12 month period  preceding the date of such
request,  already  effected one  registration on Form S-3 for Holder pursuant to
this Section 2.4.

                     2.4.3    Subject to the foregoing, the Company shall file a
Form S-3 Registration  Statement  covering the Registrable  Securities and other
securities so requested to be registered as soon as practicable after receipt of
the request or requests of Holder.

           2.5 Expenses of Registration . All Registration  Expenses incurred in
connection  with any  registration,  qualification  or  compliance  pursuant  to
Sections  2.2,  2.3 or 2.4 herein  shall be borne by the  Company.  All  Selling
Expenses incurred in connection with any registrations hereunder, shall be borne
by the  holders of the  securities  so  registered  pro rata on the basis of the
number of shares so registered.  The Company shall not, however,  be required to
pay for expenses of any registration proceeding begun pursuant to Section 2.2 or
2.4, the request of which has been  subsequently  withdrawn by Holder unless the
withdrawal is based upon material adverse information  concerning the Company of
which Holder was not aware at the time of such request. If Holder is required to
pay the  Registration  Expenses,  such expenses shall be borne by the holders of
securities (including  Registrable  Securities)  requesting such registration in
proportion to the number of shares for which registration was requested.  If the
Company is required  to pay the  Registration  Expenses of a withdrawn  offering
pursuant to Section 2.5(a),  then Holder shall not forfeit their rights pursuant
to Section 2.2 or Section 2.4 to a demand registration.

           2.6  Registration  Procedures  .  Whenever  required  to  effect  the
registration of any Registrable Securities,  the Company shall, as expeditiously
as reasonably possible:

                     2.6.1   Prepare  and  file  with  the  SEC  a  Registration
Statement  with respect to such  Registrable  Securities or such  amendments and
post effective amendments to an existing Registration Statement and use its best
efforts to cause such Registration Statement to become effective,  and keep such
Registration  Statement effective for up to 90 days; provided,  however, that no
Registration  Statement  shall  be  required  to  remain  in  effect  after  all
Registrable Securities covered by such Registration Statement have been sold and
distributed as contemplated by such Registration Statement.

                     2.6.2     Prepare and file with the SEC such amendments and
supplements to such Registration Statement and the Prospectus used in connection
with  such  Registration  Statement  as may be  necessary  to  comply  with  the




<PAGE>



provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such Registration Statement.

                     2.6.3     Furnish  to  Holder, without charge, at least one
manually  signed  or  "Edgarized"  copy  and as  many  conformed  copies  as may
reasonable be requested,  of the then effective  Registration  Statement and any
post-effective  amendment thereto,  and one copy of all financial statements and
schedules,  all  documents  incorporated  therein by reference  and all exhibits
thereto (including those incorporated by reference).

                     2.6.4    Deliver to each selling Holder, without charge, as
many copies of the then effective Prospectus  (including each Prospectus subject
to  completion)  and any  amendments or  supplements  thereto as such Holder may
reasonably request.

                     2.6.5    Use  its  best efforts to register and qualify the
securities covered by such Registration Statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably  requested by Holder,
provided that the Company shall not be required in connection  therewith or as a
condition  thereto  to qualify to do  business  or to file a general  consent to
service of process in any such states or jurisdictions.

                     2.6.6     In  the  event of an Underwritten Offering, enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary form, with the managing underwriter(s) of such offering.

                     2.6.7     Notify  each  Holder  of  Registrable  Securities
covered by such  Registration  Statement at any time when a Prospectus  relating
thereto is required to be delivered under the Securities Act or the happening of
any event as a result  of which the  Prospectus  included  in such  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the  statements  therein not  misleading in the light of the  circumstances
then existing.

                     2.6.8     Cause  all such Registrable Securities registered
hereunder to be listed on each securities  exchange on which similar  securities
issued by the Company are then listed.

                     2.6.9     Provide a  transfer  agent  and registrar for all
Registrable  Securities  registered  pursuant  to such  legislation  and a CUSIP
number  for all such  Registrable  Securities,  in each case not later  than the
effective date of such registration.

           2.7  Termination of  Registration  Rights . All  registration  rights
granted  under this Article II shall  terminate  and be of no further  force and
effect seven (7) years after the date following the Company's Initial Offering.

           2.8 Delay of Registration . Holder shall not have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this Article II.

           2.9       Indemnification.

                     2.9.1   Indemnification by the Company.  The Company agrees
to indemnify and hold harmless, to the full extent permitted by law, but without
duplication,  each  Holder  of  Registrable  Securities,  any  their  respective
officers and directors, if any, and  each Person who controls such Holder within



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the  meaning  of the  Securities  Act,  against  all  losses,  claims,  damages,
liabilities  and  expenses  (including  reasonable  costs of  investigation  and
reasonable  legal fees and expenses)  resulting  from any untrue  statement of a
material  fact in, or any omission of a material  fact required to be stated in,
any  Registration  Statement or in any preliminary or final  Prospectus,  or any
amendment or supplement thereto, or necessary to make the statements therein (in
the case of a  Prospectus  in light of the  circumstances  under which they were
made) not  misleading,  except insofar as the same are caused by or contained in
any  information  furnished  in  writing  to the  Company  by any  Holder or any
underwriter  expressly  for use therein;  provided  that the Company will not be
liable  pursuant  to  this  Section  2.9.1  if  such  losses,  claims,  damages,
liabilities or expenses have been caused by the failure of any selling Holder to
deliver a copy of the Registration Statement or Prospectus, or any amendments or
supplements thereto, after the Company has furnished such copies to such Holder.

                     2.9.2 Indemnification by Holders of Registrable Securities.
In connection with any Registration Statement covering Registrable Securities of
any Holder,  such Holder will furnish to the Company in writing such information
as  the  Company  reasonably  requests  for  use in  connection  with  any  such
Registration  Statement or Prospectus and agrees to indemnify and hold harmless,
to the full extent permitted by law, but without  duplication,  the Company, its
officers,  directors,  stockholders,  employees,  advisors and agents,  and each
Person who  controls  the Company  (within the meaning of the  Securities  Act),
against any losses, claims, damages, liabilities and expenses resulting from any
untrue  statement  of a material  fact in, or any  omission  of a material  fact
required to be stated in, the  Registration  Statement or in any  preliminary or
final Prospectus,  or any amendment or supplement  thereto, or necessary to make
the  statements   therein  (in  the  case  of  a  Prospectus  in  light  of  the
circumstances under which they were made) not misleading, but only to the extent
that such untrue  statement  or  omission is  contained  in any  information  so
furnished in writing by such Holder to the Company  specifically  for  inclusion
therein.  If the  offering  to which the  Registration  Statement  relates is an
Underwritten  Offering,  each  Holder  agrees  to  enter  into  an  underwriting
agreement  in  customary  form  with such  underwriters  and to  indemnify  such
underwriters, their officers and directors, if any, and each Person who controls
such underwriters within the meaning of the Securities Act to the same extent as
hereinabove  provided  with  respect to  indemnification  by such  Holder of the
Company.

                     2.9.3   Conduct of Indemnification Proceedings.  Any Person
entitled  to  indemnification  hereunder  will (i)  give  prompt  notice  to the
indemnifying party of any claim with respect to which it seeks  indemnification,
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel  reasonably  satisfactory to the indemnified party;  provided,  however,
that any Person  entitled to  indemnification  hereunder shall have the right to
employ separate  counsel and to participate in, but not control,  the defense of
such claim, but the fees and expenses of such counsel shall be at the expense of
such indemnified Person,  unless (A) the indemnifying party shall have failed to
assume the defense of such claim and employ counsel reasonably,  satisfactory to
the indemnified party in a timely manner,  or (B) in the reasonable  judgment of
any such  Person,  based upon  written  advice of its  counsel,  a  conflict  of
interest may exist between such Person and the  indemnifying  party with respect
to such claims (in which case, if the Person notifies the indemnifying  party in
writing,  that such Person elects to employ  separate  counsel at the expense of
the  indemnifying  party,  the  indemnifying  party  shall not have the right to
assume the defense of any such claim as to which such  conflict of interest  may
exist).  The  indemnifying  party will not be subject to any  liability  for any
settlement  made without its consent.  No indemnified  party will be required to
consent to the entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  indemnified  party  of  a release from all liability in respect of such



<PAGE>



claim or litigation. An indemnifying party who is not entitled to, or elects not
to,  assume the defense of the claim will not be  obligated  to pay the fees and
expenses  of  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying  party with respect to such claim,  as well as one local counsel in
each relevant jurisdiction.

                     2.9.4  Contribution.  If for any reason the indemnification
provided for in Section 2.9.1 or 2.9.2 hereof is  unavailable  to an indemnified
party or  insufficient to hold it harmless as contemplated by Sections 2.9.1 and
2.9.2 hereof, then the indemnifying party shall contribute to the amount paid or
payable  by the  indemnified  party as a result  of such  loss,  claim,  damage,
liability or expense in such  proportion as is  appropriate  to reflect not only
the relative  benefits  received by the  indemnifying  party and the indemnified
party, but also the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations.  No Person guilty
of  fraudulent  misrepresentation  (within  the meaning of Section 11 (f) of the
Securities  Act) shall be entitled to  contribution  from any Person who was not
guilty of such fraudulent misrepresentations.

           2.10  Assignment  of  Registration  Rights . The  rights to cause the
Company to register  Registrable  Securities  pursuant to this Article II may be
assigned  by Holder to a  transferee  or  assignee  of  Registrable  Securities;
provided,  however,  that no such  transferee  or assignee  shall be entitled to
registration  rights under Sections 2.2, 2.3 or 2.4 hereof unless it acquires at
least 10% of such  transferring  Holder's  shares of Registrable  Securities (as
adjusted for stock splits and  combinations)  and the Company  shall,  within 20
days after such  transfer,  be  furnished  with  written  notice of the name and
address of such  transferee or assignee and the securities with respect to which
such  registration  rights are being  assigned.  Notwithstanding  the foregoing,
rights to cause the  Company  to  register  securities  may be  assigned  to any
subsidiary,  parent,  general  partner,  limited  partner or other  affiliate of
Holder.

           2.11 Amendment of Registration Rights . Any provision of this Article
II may be amended and the observance  thereof may be waived (either generally or
in a particular instance and either  retroactively or prospectively),  only with
the  written  consent  of  the  Company  and  Holders  of at  least  60%  of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 2.11 shall be binding upon each Holder and the Company. By acceptance of
any benefits  under this  Article II,  Holder  hereby  agrees to be bound by the
provisions hereunder.

           2.12 Limitation on Subsequent Registration Rights . After the date of
this  Agreement,  the Company shall not,  without the prior  written  consent of
Holders of a majority of the  Registrable  Securities,  enter into any agreement
with any holder or  prospective  holder of any  securities  of the Company  that
would  permit such holder to require that the Company  register  any  securities
held by such holder.

           2.13      Suspension of Sales under Certain Circumstances.

                     2.13.1    Upon  receipt of any notice from the Company that
dispositions  under  the  then  current  Prospectus  must  be  discontinued  and
suspended,   Holder  will  forthwith  discontinue  and  suspend  disposition  of
Registrable  Securities  pursuant to such Prospectus until (i)Holders is advised
in writing by the Company that a new Registration  Statement  covering the offer
of Registrable Securities has become effective under the Securities Act, or (ii)
Holder receives copies of a supplemented or amended  Prospectus  contemplated by
Section 4(a)  hereof,  or (iii) Holder is advised in writing by the Company that
the use of the Prospectus may be resumed.



<PAGE>



                     2.13.2  If at any time following the date hereof any of the
Company's  shares of Common  Stock are to be sold  pursuant  to an  Underwritten
Offering, then for the period commencing 45 days prior to, and expiring 180 days
after, the effective date of such Underwritten Offering,  Holder will not effect
any public  sale or  distribution  of any  Registrable  Securities  or any other
shares of Common Stock of the Company then owned by Holder,  other than pursuant
to such  Underwritten  Offering (if any  Registrable  Securities are included in
such Underwritten Offering).

           2.14  Information by Holder.  Each Holder of  Registrable  Securities
shall  furnish  the  Company  such  information  regarding  such  Holder and the
distribution  proposed by such Holder as the Company may  reasonably  request in
writing and shall be reasonably  required in connection  with any  registration,
qualification or compliance referred to in this Section 2.

           2.15 Current  Public  Information  . The Company  agrees that it will
file all  reports  required to be filed by it under the  Securities  Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if
it ceases to be  required  to file such  reports,  it will,  upon the request of
Holders  owning  a  majority  of  the  Registrable   Securities  (excluding  any
Registrable Securities that have previously been sold pursuant to a Registration
Statement  hereunder  or Rule 144  under  the  Securities  Act),  make  publicly
available  other  information),  and it will  take  such  further  action as may
reasonably be required, in each case to the extent required from time to time to
enable Holder to sell  Registrable  Securities  without  registration  under the
Securities Act within the limitations of the applicable  exemptions  provided by
(x) Rule 144 under the Securities  Act, as such Rule may be amended from time to
time, or (y) any similar regulation hereinafter adopted by the SEC.

           2.16 No  Inconsistent  Agreements  . The Company  has not  previously
entered into and shall not in the future enter into any  agreement,  arrangement
or understanding  with respect to its securities which is inconsistent  with the
rights granted to Holders in this Agreement.


     III. COVENANTS OF THE COMPANY.

           3.1       Basic Financial Information and Reporting .

                     3.1.1     The  Company will maintain true books and records
of account in which full and correct  entries  will be made of all its  business
transactions pursuant to a system of accounting  established and administered in
accordance with generally accepted accounting  principles  consistently applied,
and will set aside on its books all such proper  accruals  and reserves as shall
be required under generally accepted accounting principles consistently applied.

                     3.1.2   As soon as practicable after the end of each fiscal
year of the  Company,  and in any event within 90 days  thereafter,  the Company
will furnish the Investor a consolidated balance sheet of the Company, as at the
end  of  such  fiscal  year,  and  a  consolidated  statement  of  income  and a
consolidated statement of cash flows of the Company, for such year, all prepared
in accordance with generally accepted accounting principles and setting forth in
each case in comparative  form the figures for the previous  fiscal year, all in
reasonable  detail.  Such financial  statements shall be accompanied by a report
and unqualified  opinion thereon by independent  public  accountants of national
standing  selected by the Company's Board of Directors,  together with a copy of
the auditor's letter to management.



<PAGE>



                     3.1.3    The Company will furnish the Investor (i) at least
30 days prior to the beginning of each fiscal year an annual budget  including a
projected income statement, cash flow statement and balance sheet, and operating
plans for such fiscal year, together with a brief qualitative description of the
Company's  plan by the Chief  Executive  Officer in support of such budget;  and
(ii) within 20 business days after the end of each month,  an unaudited  balance
sheet and  statements of income and cash flows for such month and  year-to-date,
prepared in accordance with generally accepted accounting  principles,  with the
exception  that no notes need be attached to such  statements and year-end audit
adjustments  may not  have  been  made,  but  such  statement  shall  set  forth
applicable budget figures and variances from budget, and such statement shall be
accompanied  by a brief  written  report of the  Chief  Executive  Officer  with
respect to  operations,  problems and  achievements  during the prior period and
setting forth goals for the ensuing month or months as appropriate.

                     3.1.4     Within 20 days after the discovery by the Company
of any default or breach by the Company of any of the terms of this Agreement or
the Stock  Purchase  Agreement  or of a material  adverse  event  affecting  the
operations or finances of the Company, the Company shall provide to the Investor
a statement outlining such default or event and management's proposed response.

                     3.1.5  The Company will furnish the Investor promptly after
transmission or filing, and in any event within 10 days thereafter, any reports,
including communications with stockholders or the financial community,  filed by
the Company or its  officers  or  directors  with the  Securities  and  Exchange
Commission.  3.2 Inspection  Rights . The Investor shall have the right to visit
and inspect any of the properties of the Company or any of its subsidiaries, and
to discuss  the  affairs,  finances  and  accounts  of the Company or any of its
subsidiaries with its officers, all at such reasonable times and as often as may
be  reasonably  requested;  provided,  however,  that the  Company  shall not be
obligated  under this Section 3.2 with respect to a competitor of the Company or
with  respect to  information  which the Board of Directors  determines  in good
faith is confidential and should not, therefore, be disclosed.

           3.3  Confidentiality  of Records . The Investor agrees to use, and to
use its best efforts to insure that its authorized representatives use, the same
degree of care as the Investor uses to protect its own confidential  information
to  keep  confidential  any  information  furnished  to  it  which  the  Company
identifies as being  confidential or proprietary (so long as such information is
not  in  the  public  domain),  except  that  the  Investor  may  disclose  such
proprietary or confidential information to any partner,  subsidiary or parent of
the Investor for the purpose of evaluating its investment in the Company as long
as  such  partner,  subsidiary  or  parent  is  advised  of the  confidentiality
provisions of this Section 3.3.

           3.5  Expense  Reimbursement  . The  Company  shall pay the  directors
$2,500 per month  together with a  reimbursement  for  reasonable  out-of-pocket
expenses  incurred by each director in connection with attending the meetings of
the Board of Directors and any committee thereof.

           3.6 Termination of Covenants . All covenants of the Company contained
in Article III of this  Agreement  shall expire and terminate as to the Investor
after the time of effectiveness of the Company's Initial Offering.

     IV. LIMITATIONS ON ISSUANCES, RIGHTS OF FIRST REFUSAL.




<PAGE>



           4.1  Subsequent  Offerings  . Without the  unanimous  approval of the
Board of  Directors,  the  Company  shall not propose to sell or issue after the
date of this Agreement any Equity  Securities  which shall cause the Investor to
own less than 20% of all of the issued and outstanding  Equity Securities of the
Company, other than the Equity Securities excluded by Section 4.6 hereof. If the
Board of Directors  unanimously  approves such an issuance,  the Investor  shall
have a right of  first  refusal  to  purchase  its pro rata  share of all or any
portion of such Equity Securities,  other than the Equity Securities excluded by
Section 4.6 hereof.  The  Investor's pro rata share is equal to the ratio of the
number of shares of  Registrable  Securities  which the Investor  has  purchased
pursuant to the Stock Purchase  Agreement,  to the total number of shares of the
Company's  Registrable  Securities  purchased  by the  Investor  pursuant to the
Purchase Agreement.

           4.2 Exercise of Rights . If the Company  proposes to issue any Equity
Securities,  it  shall  give  the  Investor  written  notice  of its  intention,
describing the Equity  Securities,  the price and the terms and conditions  upon
which the  Company  proposes  to issue  the same.  The  Investor  shall  have 15
business  days from the giving of such notice to agree to purchase  its pro rata
share of the Equity  Securities  for the price and upon the terms and conditions
specified  in the notice by giving  written  notice to the  Company  and stating
therein the quantity of Equity Securities to be purchased.  Notwithstanding  the
foregoing,  the  Company  shall not be  required  to offer or sell  such  Equity
Securities  to the  Investor  if the  Investor  would cause the Company to be in
violation of applicable federal securities laws by virtue of such offer or sale.

           4.3 Issuance of Equity  Securities to Other Persons . If the Investor
elects not to  purchase  its pro rata share of the Equity  Securities,  then the
Company shall have 60 days  thereafter to sell the Equity  Securities in respect
of which the Investor's rights were not exercised, at a price and upon terms and
conditions  no more  favorable  to the Investor  thereof  than  specified in the
Company's notice to the Investor  pursuant to Section 4.2 hereof. If the Company
has not sold such Equity  Securities  within such 60 days, the Company shall not
thereafter  issue or sell any Equity  Securities,  without  first  offering such
securities to the Investor in the manner provided above.

           4.4  Termination  of  Rights of First  Refusal . The  rights of first
refusal  established by this Article IV shall  terminate upon the closing of the
Company's Initial Offering.

           4.5 Transfer of Rights of First Refusal . The rights of first refusal
of the Investor  under this  Article IV may be  transferred  to any  constituent
partner or affiliate  of the  Investor,  to any  successor in interest to all or
substantially all the assets of the Investor, or to a transferee who acquires at
least 10% of the Investor's shares of Registrable Securities.

           4.6 Excluded  Securities . The rights of first refusal established by
this  Article  IV  shall  have no  application  to any of the  following  Equity
Securities:

                     4.6.1   shares of Common Stock (and/or options, warrants or
other Common Stock purchase rights issued pursuant to such options,  warrants or
other rights) issued or to be issued to employees,  officers or directors of, or
consultants  or  advisors to the  Company or any  subsidiary,  pursuant to stock
purchase or stock  option plans or other  arrangements  that are approved by the
Board of Directors,  up to an aggregate amount equal to 10% of the of all of the
issued and outstanding Equity Securities of the Company;




<PAGE>



                     4.6.2   stock  issued  pursuant to any rights or agreements
outstanding as of the date of this Agreement,  options and warrants  outstanding
as of the date of this  Agreement,  and stock issued pursuant to any such rights
or agreements granted after the date of this Agreement, provided that the rights
of first  refusal  established  by this  Article IV applied  with respect to the
initial sale or grant by the Company of such rights or agreements;

                     4.6.3  any Equity Securities issued for consideration other
than cash pursuant to a merger,  consolidation,  acquisition or similar business
combination;

                     4.6.4  any Equity Securities that are issued by the Company
as part of an Initial Offering; or

                     4.6.5  shares of Common Stock issued in connection with any
stock split, stock dividend or recapitalization by the Company.

     V. MISCELLANEOUS.

           5.1 Governing Law . This Agreement shall be governed by and construed
and  enforced  in  accordance  with the  internal  laws of the State of  Arizona
without  reference  to  principles  of  conflict  of laws.  The  parties to this
Agreement  hereby consent to the  jurisdiction in personam of the Superior Court
of the State of  Arizona,  in and for the  County of  Maricopa  or of the United
States  District Court for the District of Arizona,  in any legal  proceeding to
enforce any obligations  under this Agreement,  and agree that venue in Maricopa
County is not inconvenient.

           5.2  Survival  .  The  representations,  warranties,  covenants,  and
agreements  made herein shall survive any  investigation  made by any Holder and
the  closing of the  transactions  contemplated  hereby.  All  statements  as to
factual matters contained in any certificate or other instrument delivered by or
on behalf of the Company  pursuant  hereto in connection  with the  transactions
contemplated  hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

           5.3 Successors and Assigns . Except as otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  assigns,  heirs,  executors,  and  administrators  of the
parties  hereto and shall  inure to the  benefit of and be  enforceable  by each
person  who  shall be a holder  of  Registrable  Securities  from  time to time;
provided,  however, that prior to the receipt by the Company of adequate written
notice of the transfer of any  Registrable  Securities  specifying the full name
and address of the transferee,  the Company may deem and treat the person listed
as the holder of such shares in its records as the absolute  owner and holder of
such  shares  for all  purposes,  including  the  payment  of  dividends  or any
redemption price.

           5.4  Separability  . In case any provision of the Agreement  shall be
invalid, illegal, or unenforceable,  the validity,  legality, and enforceability
of the  remaining  provisions  shall  not in any  way be  affected  or  impaired
thereby.

           5.5       Amendment and Waiver .

                     5.5.1   Except  as   otherwise   expressly  provided,  this
Agreement  may be  amended  or  modified  only upon the  written  consent of the
Company and the holders of more than a majority of the Registrable Securities.



<PAGE>



                     5.5.2     Except  as  otherwise  expressly  provided,   the
obligations  of the Company and the rights of Holder under this Agreement may be
waived only with the  written  consent of the holders of more than a majority of
the Registrable Securities.

           5.6 Delays or  Omissions  . It is agreed that no delay or omission to
exercise  any right.  power,  or remedy  accruing  to Holder,  upon any  breach,
default or  noncompliance  of the Company under this Agreement  shall impair any
such right,  power,  or remedy,  nor shall it be construed to be a waiver of any
such breach,  default or noncompliance,  or any acquiescence  therein, or of any
similar breach,  default or noncompliance  thereafter  occurring.  It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
Holder's part of any breach, default or noncompliance under the Agreement or any
waiver on Holder's part of any  provisions or conditions of this  Agreement must
be in writing and shall be effective only to the extent  specifically  set forth
in such writing. All remedies, either under this Agreement, by law, or otherwise
afforded to Holder, shall be cumulative and not alternative.

           5.7 Notices . All notices and other  communications  provided  for or
permitted  hereunder  shall  be made in  writing  by  hand-delivery,  registered
first-class  mail,  confirmed  facsimile  with  copy  by  first-class  mail,  or
air-courier guaranteeing overnight delivery:

           (a)     If to a Holder of Registrable Securities, at the most current
address for such Holder, as it appears on the books of the Company; and

           (b)     If  to  the  Company: OneSource Technologies, Inc., 2329 West
Mescal, Suite 304, Phoenix,  Arizona 85029, Attention:  Chief Executive Officer;
fax (602)  216-9611,  or at such other address as may be designated from time to
time by notice given in accordance with the provisions of this Section 5.7.

          All such  notices  and  other  communications  shall be deemed to have
been  delivered and received (i) in the case of personal  delivery or facsimile,
on the date of such  delivery,  (ii) in the case of  overnight  courier,  on the
Business Day after the date when sent, and (iii) in the case of mailing,  on the
fifth Business Day following such mailing.

           5.8 Attorneys' Fees . In the event that any dispute among the parties
to this  Agreement  should result in litigation,  the  prevailing  party in such
dispute  shall be entitled to recover from the losing party all fees,  costs and
expenses of enforcing any right of such  prevailing  party under or with respect
to this  Agreement,  including  without  limitation,  such  reasonable  fees and
expenses of attorneys and accountants,  which shall include, without limitation,
all fees, costs and expenses of appeals.

           5.9 Titles and Subtitles . The titles of the sections and subsections
of this  Agreement  are for  convenience  of  reference  only  and are not to be
considered in construing this Agreement.

           5.10 Construction . The Section headings  contained in this Agreement
are for  reference  purposes  only and will not affect in any way the meaning or
interpretation  of this Agreement.  All terms used in one number or gender shall
be  construed  to include any other number or gender as the context may require.
Whenever  the  words  "include,"  "includes,"  or  "including"  are used in this
Agreement,   they  shall  be  deemed  to  be  followed  by  the  words  "without
limitation."

           5.11  Entire  Agreement  . This  Agreement,  together  with any other
documents and certificates delivered hereunder and the Stock Purchase Agreement,
state the entire  agreement of the Company and the Investor  with respect to the




<PAGE>



subject   matter   hereof,   merge  all  prior   negotiations,   agreements  and
understandings,  if any, and state in full all  representations,  warranties and
agreements which have induced this Agreement.

           5.12  Counterparts  . This Agreement may be executed in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.







                 [Remainder of page intentionally left blank.]












<PAGE>



           IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
as of the date set forth in the first paragraph hereof.


COMPANY:

ONESOURCE TECHNOLOGIES, INC.
a Delaware corporation



By: /s/ Jerry Washburn
--------------------------------------
Jerry Washburn
President and Chief Executive Officer




INVESTOR:


BLACKWATER CAPITAL PARTNERS II, L.P.
  a Delaware Limited Partnership


By:  Blackwater Capital Group II, L.L.C.
           a Delaware limited liability company
Its:  General Partner


By: /s/ Steven R.  Green
----------------------------------------
Steven R. Green
Managing Member