EXHIBIT 4.3

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                               OFFERING MEMORANDUM
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                          OneSource Technologies, Inc.
                         f/k/a Micor Technologies, Inc.
                            (A Delaware Corporation)

                  Offering Memorandum Dated September 17, 1997
                                 575,000 Shares

           OneSource Technologies, Inc., a Delaware corporation (the "Company"),
is offering  on a "best  efforts,  no minimum  basis" up to a maximum of 575,000
shares of common stock  ("Shares"),  $.001 par value,  at $.50 per share.  Since
there is no minimum, no proceeds will be held in an escrow account and all funds
will be immediately available to the Company.

           The Shares are being sold by the Company's Officers and Directors and
no commissions  will be paid to them in connection  with the Offering.  However,
participating NASD registered broker/dealers, if any, shall receive a maximum of
10% sales commissions on all shares sold through their efforts.

           The Company intends to apply for inclusion of the Common Stock on the
Over the Counter  Electronic  Bulletin Board. There can be no assurances that an
active  trading  market will develop,  even if the  securities  are accepted for
quotation.

           Prior to this  offering,  there  has been no  public  market  for the
common  stock  of the  Company.  The  price of the  Shares  offered  hereby  was
arbitrarily  determined by the Company and does not bear any relationship to the
Company's  assets,  book value,  net worth,  results of  operations or any other
recognized criteria of value. For additional  information  regarding the factors
considered in determining the offering price of the Shares,  see "Risk Factors -
Arbitrary Offering Price", "Description of Securities".

           The Company does not presently file reports or other information with
the  Securities  and  Exchange  Commission  ("Commission").  However,  following
completion of this Offering, the Company intends to furnish its security holders
with annual reports  containing  audited  financial  statements and such interim
reports in each case as it may  determine  to furnish or as may be  required  by
law.

           THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS
THE COMMISSION OF ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

           THE  SECURITIES  ARE  OFFERED BY THE  COMPANY  SUBJECT TO PRIOR SALE,
ACCEPTANCE OR AN OFFER TO PURCHASE, WITHDRAWAL,  CANCELLATION OR MODIFICATION OF
THE OFFER,  WITHOUT NOTICE.  THE COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER,
IN WHOLE OR IN PART, FOR THE PURCHASE OF ANY OF THE SECURITIES OFFERED HEREBY.

           This  offering  involves  special risks  concerning  the Company (see
"Risk Factors").  Investors  should  carefully review the entire  Memorandum and
should  not  invest any funds in this  Offering  unless  they can afford to lose
their entire investment.  In making an investment decision,  investors must rely
on their own examination of the issuer and the terms of the Offering,  including
the merit and risks involved.


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                              REGULATION D OFFERING

           THIS  OFFERING IS BEING MADE PURSUANT TO THE  EXEMPTIONS  AFFORDED BY
SECTIONS  4(2) OR 3(b) OF  SECURITIES  ACT OF 1933 AND RULE 504 OF  REGULATION D
PROMULGATED  THEREUNDER  AND THE STATE  SMALL  CORPORATE  OFFERING  REGISTRATION
PROVISION.  PURSUANT TO RULE 504,  THE SHARES SOLD HEREBY WILL NOT BE SUBJECT TO
ANY LIMITATIONS ON RESALE THEREOF UNDER FEDERAL LAW. THE SHARES MAY, HOWEVER, BE
SUBJECT  TO  LIMITATIONS  ON THE  OFFER AND SALE AND THE  RESALE  OF THE  SHARES
IMPOSED BY THE BLUE SKY LAWS OF  INDIVIDUAL  STATES.  IN  ADDITION,  THE COMPANY
INTENDS TO FILE THE REQUIRED  DOCUMENTS IN CERTAIN  OTHER STATES  IDENTIFIED  BY
MANAGEMENT  AS HAVING  POSSIBLE  INVESTOR  INTEREST  AND USE ITS BEST EFFORTS TO
QUALIFY THE SHARES FOR SECONDARY TRADING IN SUCH STATES, THOUGH NO ASSURANCE CAN
BE GIVEN THAT IT WILL BE ABLE TO QUALIFY THE SHARES FOR SECONDARY TRADING IN ANY
SUCH STATES IN WHICH IT SUBMITS SUCH APPLICATIONS AND DOCUMENTS. AN INABILITY TO
QUALIFY THE SHARES FOR SECONDARY TRADING WILL CREATE SUBSTANTIAL RESTRICTIONS ON
THE TRANSFERABILITY OF SUCH SHARES WHICH MAY NEGATE THE BENEFIT OF THE EXEMPTION
PROVIDED BY RULE 504 OF  REGULATION  D. THE COMPANY WILL USE ITS BEST EFFORTS TO
CAUSE THE SHARES TO BE LISTED ON THE  ELECTRONIC  BULLETIN BOARD OPERATED BY THE
NATIONAL  ASSOCIATION OF SECURITIES DEALERS,  INC. AS A MARKET IN WHICH THEY MAY
BE TRADED. THERE IS NO ASSURANCE THAT SUCH LISTING WILL BE OBTAINED OR THAT IF A
LISTING  IS  OBTAINED  THAT  ANY  MARKET  FOR THE  SHARES  WILL  DEVELOP,  OR IF
DEVELOPED, THAT IT WILL BE SUSTAINED.

                     NOTICES TO RESIDENTS OF CERTAIN STATES

                           NOTICE TO ALABAMA RESIDENTS

           THESE  SECURITIES ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION UNDER
THE  ALABAMA  SECURITIES  ACT.  A  REGISTRATION   STATEMENT  RELATING  TO  THESE
SECURITIES  HAS NOT BEEN  FILED  WITH THE  ALABAMA  SECURITIES  COMMISSION.  THE
COMMISSION  DOES NOT  RECOMMEND OR ENDORSE THE PURCHASE OF ANY  SECURITIES,  NOR
DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS OFFERING MEMORANDUM.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

           ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, THE INVESTMENT OF AN
ALABAMA PURCHASER WHO IS NOT AN ACCREDITED  INVESTOR MAY NOT EXCEED TWENTY (20%)
PERCENT  OF SUCH  PURCHASER'S  NET  WORTH,  EXCLUSIVE  OF  PRINCIPAL  RESIDENCE,
FURNISHINGS AND AUTOMOBILES.

                           NOTICE TO ALASKA RESIDENTS

           THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ALASKA SECURITIES
ACT AND MAY  NOT BE  SOLD  WITHOUT  REGISTRATION  UNDER  THAT  ACT OR  EXEMPTION
THEREFROM.

                           NOTICE TO ARIZONA RESIDENTS

           SUBJECT TO THE PROVISIONS OF ARIZONA  ADMINISTRATIVE  CODE R14-4-140,
THESE  SECURITIES  MAY BE  OFFERED  AND SOLD BY THE  ISSUER  ONLY TO  ACCREDITED
INVESTORS  AS  DEFINED  IN  ARIZONA  ADMINISTRATIVE  CODE  R14-4-126  AND MAY BE
RE-OFFERED  AND SOLD WITHIN  ARIZONA FOR A THREE YEAR PERIOD ONLY TO  ACCREDITED
INVESTORS.  THESE  SECURITIES  HAVE  NOT BEEN  APPROVED  OR  DISAPPROVED  BY THE
SECURITIES AND EXCHANGE  COMMISSION OR THE ARIZONA CORPORATION  COMMISSION,  NOR
HAVE THEY PASSED UPON THE MERITS OF OR OTHERWISE  APPROVED  THIS  OFFERING.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



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                          NOTICE TO ARKANSAS RESIDENTS

           THESE  SECURITIES ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION UNDER
SECTION  14(b)(14)  OF THE  ARKANSAS  SECURITIES  ACT  AND  SECTION  4(2) OF THE
SECURITIES ACT OF 1933. A REGISTRATION  STATEMENT  RELATING TO THESE  SECURITIES
HAS NOT  BEEN  FILED  WITH  THE  ARKANSAS  SECURITIES  DEPARTMENT  OR  WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION.  NEITHER THE DEPARTMENT NOR THE COMMISSION
HAS PASSED UPON THE VALUE OF THESE SECURITIES,  MADE ANY  RECOMMENDATIONS  AS TO
THEIR  PURCHASE,  APPROVED  OR  DISAPPROVED  THE  OFFERING,  OR PASSED  UPON THE
ADEQUACY OR ACCURACY OF THIS  OFFERING  MEMORANDUM.  ANY  REPRESENTATION  TO THE
CONTRARY IS UNLAWFUL.

           NOTWITHSTANDING  ANYTHING TO THE CONTRARY HEREIN,  AN INVESTMENT BY A
NON-  ACCREDITED  INVESTOR MAY NOT EXCEED TWENTY (20%) PERCENT OF THE INVESTOR'S
NET WORTH AT THE TIME OF PURCHASE, ALONE OR JOINTLY WITH SPOUSE.

                         NOTICE TO CALIFORNIA RESIDENTS

           IF THE COMPANY ELECTS TO SELL SHARES IN THE STATE OF  CALIFORNIA,  IT
IS UNLAWFUL TO  CONSUMMATE A SALE OR TRANSFER OF THE SHARES,  OR OTHER  INTEREST
THEREIN,  OR TO RECEIVE ANY  CONSIDERATION  THEREFORE  WITHOUT THE PRIOR WRITTEN
CONSENT OF THE  COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,  EXCEPT
AS PERMITTED IN THE COMMISSIONER'S RULES.

                         NOTICE TO CONNECTICUT RESIDENTS

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING
COMMISSIONER  OF THE STATE OF CONNECTICUT NOR HAS THE  COMMISSIONER  PASSED UPON
THE ACCURACY OR ADEQUACY OF THE OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

                          NOTICE TO DELAWARE RESIDENTS

           THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  DELAWARE
SECURITIES  ACT  AND MAY NOT BE SOLD  OR  TRANSFERRED  WITHOUT  REGISTRATION  OR
EXEMPTION THEREFROM.

                           NOTICE TO FLORIDA RESIDENTS

           THE SHARES  REFERRED TO HEREIN WILL BE SOLD TO, AND  ACQUIRED BY, THE
HOLDER IN A TRANSACTION  EXEMPT UNDER SECTION 517.061 OF THE FLORIDA  SECURITIES
ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA.
IN  ADDITION,  ALL FLORIDA  RESIDENTS  SHALL HAVE THE  PRIVILEGE  OF VOIDING THE
PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF  CONSIDERATION  IS MADE
BY SUCH PURCHASER TO THE ISSUER,  AN AGENT OF THE ISSUER,  OR AN ESCROW AGENT OR
WITHIN THREE (3) DAYS AFTER THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED
TO SUCH PURCHASER, WHICHEVER OCCURS LATER.


                           NOTICE TO GEORGIA RESIDENTS

           THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED   UNDER  THE  GEORGIA
SECURITIES  ACT OF  1973,  AS  AMENDED,  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION SET FORTH IN SECTION 9(m) OF SUCH ACT AND THE SECURITIES  CANNOT BE
SOLD OR  TRANSFERRED  EXCEPT IN A TRANSACTION  WHICH IS EXEMPT UNDER SUCH ACT OR
PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH  ACT  OR  IN A
TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH SAID ACT.

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                            NOTICE TO IDAHO RESIDENTS

           THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES
ACT  AND  MAY  NOT BE SOLD OR  TRANSFERRED  WITHOUT  REGISTRATION  OR  EXEMPTION
THEREFROM.

           ANYTHING TO THE CONTRARY  NOTWITHSTANDING,  THE INVESTMENT BY AN NON-
ACCREDITED  INVESTOR  MAY NOT EXCEED TEN (10%)  PERCENT  OF THE  INVESTOR'S  NET
WORTH.

                           NOTICE TO INDIANA RESIDENTS

           EACH INVESTOR PURCHASING SHARES MUST WARRANT THAT HE HAS EITHER (i) A
NET WORTH  (EXCLUSIVE OF HOME,  HOME  FURNISHINGS AND  AUTOMOBILES)  EQUAL TO AT
LEAST  THREE (3) TIMES THE  AMOUNT OF HIS  INVESTMENT  BUT IN NO EVENT LESS THAN
SEVENTY-FIVE  THOUSAND ($75,000) DOLLARS OR (ii) A NET WORTH (EXCLUSIVE OF HOME,
HOME FURNISHINGS AND AUTOMOBILES OF TWO (2) TIMES HIS INVESTMENT BUT IN NO EVENT
LESS  THAN  THIRTY  THOUSAND  ($30,000)  DOLLARS  AND A GROSS  INCOME  OF THIRTY
THOUSAND ($30,000) DOLLARS.

                            NOTICE TO IOWA RESIDENTS

           IOWA  RESIDENTS  MUST HAVE  EITHER (i) A NET WORTH OF AT LEAST  FORTY
THOUSAND  ($40,000)  DOLLARS  [EXCLUDING HOME, HOME FURNISHINGS AND AUTOMOBILES]
AND A MINIMUM ANNUAL GROSS INCOME OF FORTY THOUSAND ($40,000) DOLLARS, OR (ii) A
NET WORTH OF AT LEAST ONE HUNDRED  TWENTY-FIVE  THOUSAND  ($125,000)  DOLLARS AS
COMPUTED ABOVE.

                           NOTICE TO KANSAS RESIDENTS

           AN INVESTMENT BY AN  NON-ACCREDITED  INVESTOR SHALL NOT EXCEED TWENTY
(20%)  PERCENT OF THE  INVESTOR'S  NET  WORTH;  EXCLUDING  PRINCIPAL  RESIDENCE,
FURNISHINGS THEREIN AND PERSONAL AUTOMOBILES.

                          NOTICE TO KENTUCKY RESIDENTS

           THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR OTHER DOCUMENT),
HAVE BEEN  ISSUED  PURSUANT TO A CLAIM OF  EXEMPTION  FROM THE  REGISTRATION  OR
QUALIFICATION  PROVISIONS  OF FEDERAL AND STATE  SECURITIES  LAWS AND MAY NOT BE
SOLD OR TRANSFERRED  WITHOUT  COMPLIANCE WITH THE  REGISTRATION OR QUALIFICATION
PROVISIONS  OF  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS OR  APPLICABLE
EXEMPTIONS THEREIN.

           ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING,  THE INVESTMENT BY A
NON- ACCREDITED  INVESTOR MAY NOT EXCEED TEN (10%) PERCENT OF THE INVESTOR'S NET
WORTH.

                            NOTICE TO MAINE RESIDENTS

           THESE  SECURITIES  ARE  BEING  SOLD  PURSUANT  TO AN  EXEMPTION  FROM
REGISTRATION  WITH THE BANK  SUPERINTENDENT  OF THE STATE OF MAINE UNDER SECTION
10520(2)(R) OF TITLE 32 OF THE MAINE REVISED  STATUTES.  THESE SECURITIES MAY BE
DEEMED  RESTRICTED  SECURITIES  AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL
THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES
LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.



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                          NOTICE TO MARYLAND RESIDENTS

           THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  MARYLAND
SECURITIES  ACT IN RELIANCE UPON THE EXEMPTION  FROM  REGISTRATION  SET FORTH IN
SECTION 11-602(9) OF SUCH ACT. UNLESS THESE SECURITIES ARE REGISTERED,  THEY MAY
NOT BE  REOFFERED  FOR SALE OR  RESOLD  IN THE  STATE OF  MARYLAND,  EXCEPT AS A
SECURITY, OR IN A TRANSACTION EXEMPT UNDER SUCH ACT.

                        NOTICE TO MASSACHUSETTS RESIDENTS

           MASSACHUSETTS  RESIDENTS MUST HAVE HAD EITHER (i) A MINIMUM NET WORTH
OF AT LEAST FIFTY THOUSAND  ($50,000) DOLLARS  [EXCLUDING HOME, HOME FURNISHINGS
AND  AUTOMOBILES]  AND HAD  DURING THE LAST YEAR,  OR IT IS  ESTIMATED  THAT THE
SUBSCRIBER  WILL HAVE  DURING  THE  CURRENT  TAX YEAR,  TAXABLE  INCOME OF FIFTY
THOUSAND  ($50,000)  DOLLARS OR (ii) A NET WORTH OF AT LEAST ONE  HUNDRED  FIFTY
THOUSAND ($150,000) DOLLARS [AS COMPUTED ABOVE].

                          NOTICE TO MICHIGAN RESIDENTS

           THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  MICHIGAN
SECURITIES ACT AND MAY NOT BE SOLD OR  TRANSFERRED  WITHOUT  REGISTRATION  UNDER
THAT ACT OR EXEMPTION THEREFROM.

           THE COMPANY  SHALL  PROVIDE ALL  MICHIGAN  INVESTORS  WITH A DETAILED
WRITTEN  STATEMENT OF THE APPLICATION OF THE PROCEEDS OF THE OFFERING WITHIN SIX
(6) MONTHS  AFTER  COMMENCEMENT  OF THE OFFERING OR UPON  COMPLETION,  WHICHEVER
OCCURS  FIRST,  AND WITH ANNUAL  CURRENT  BALANCE  SHEETS AND INCOME  STATEMENTS
THEREAFTER.

                          NOTICE TO MINNESOTA RESIDENTS

           THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER CHAPTER 80 OF THE
MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
FOR VALUE EXCEPT PURSUANT TO REGISTRATION OR OPERATION OF LAW.

                         NOTICE TO MISSISSIPPI RESIDENTS

           THESE  SECURITIES ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION UNDER
THE  MISSISSIPPI  SECURITIES  ACT. A  REGISTRATION  STATEMENT  RELATING TO THESE
SECURITIES  HAS NOT BEEN FILED WITH THE  MISSISSIPPI  SECRETARY OF STATE OR WITH
THE SECURITIES AND EXCHANGE  COMMISSION,  NEITHER THE SECRETARY OF STATE NOR THE
COMMISSION  HAS PASSED UPON THE VALUE OF THESE  SECURITIES,  NOR HAS APPROVED OR
DISAPPROVED THE OFFERING. THE SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE
OF THESE OR ANY OTHER SECURITIES.

           THERE IS NO ESTABLISHED MARKET FOR THESE SECURITIES AND THERE MAY NOT
BE ANY MARKET FOR THESE  SECURITIES  IN THE FUTURE.  THE  SUBSCRIPTION  PRICE OF
THESE  SECURITIES  HAS BEEN  ARBITRARILY  DETERMINED BY THE ISSUER AND IS NOT AN
INDICATION OF THE ACTUAL VALUE OF THESE SECURITIES.

           THE  PURCHASER  OF THESE  SECURITIES  MUST BEEN  CERTAIN  SUITABILITY
STANDARDS  AND  MUST  BE  ABLE  TO  BEAR  THE  ENTIRE  LOSS  OF HIS  INVESTMENT.
ADDITIONALLY,  ALL PURCHASERS  WHO ARE NOT ACCREDITED  INVESTORS MUST HAVE A NET
WORTH OF AT LEAST  THIRTY  THOUSAND  ($30,000)  DOLLARS  AND  INCOME  OF  THIRTY
THOUSAND  ($30,000)  DOLLARS OR A NET WORTH OF SEVENTY FIVE  THOUSAND  ($75,000)
DOLLARS.  THESE  SECURITIES MAY NOT BE TRANSFERRED  FOR A PERIOD OF ONE (1) YEAR


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EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE MISSISSIPPI  SECURITIES ACT OR
IN A TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT.

                          NOTICE TO MISSOURI RESIDENTS

           THESE  SECURITIES ARE SOLD TO, AND BEING ACQUIRED BY, THE HOLDER IN A
TRANSACTION EXEMPTED UNDER SECTION 10, SUBSECTION  409.402(B),  MISSOURI UNIFORM
SECURITIES ACT (RMSO 1969).

           THE SHARES  HAVE NOT BEEN  REGISTERED  UNDER SAID ACT IN THE STATE OF
MISSOURI. UNLESS THE SHARES ARE REGISTERED,  THEY MAY NOT BE REOFFERED OR RESOLD
IN THE STATE OF MISSOURI, EXCEPT AS A SECURITY, OR IN A TRANSACTION EXEMPT UNDER
SAID ACT.

           ANYTHING TO THE  CONTRARY  NOTWITHSTANDING,  AN INVESTOR  MUST HAVE A
MINIMUM ANNUAL INCOME OF THIRTY THOUSAND ($30,000) DOLLARS AND A NET WORTH OF AT
LEAST THIRTY  THOUSAND  ($30,000)  DOLLARS  (EXCLUSIVE OF HOME,  FURNISHINGS AND
AUTOMOBILES) OR A NET WORTH OF SEVENTY FIVE THOUSAND ($75,000) DOLLARS EXCLUSIVE
OF HOME, FURNISHINGS AND AUTOMOBILES.

           AN INVESTMENT BY A  NON-ACCREDITED  INVESTOR  SHALL NOT EXCEED TWENTY
(20%) PERCENT OF THE INVESTOR'S NET WORTH.

                           NOTICE TO MONTANA RESIDENTS

           EACH MONTANA RESIDENT WHO SUBSCRIBES FOR THE SECURITIES BEING OFFERED
HEREBY  AGREES NOT TO SELL THESE  SECURITIES  FOR A PERIOD OF TWELVE (12) MONTHS
AFTER DATE OF PURCHASE.

           ANYTHING TO THE CONTRARY  NOTWITHSTANDING,  THE  INVESTMENT BY A NON-
ACCREDITED  INVESTOR MAY NOT EXCEED  TWENTY (20%)  PERCENT OF THE  INVESTORS NET
WORTH.

                          NOTICE TO NEBRASKA RESIDENTS

           THESE SHARES HAVE NOT BEEN REGISTERED  UNDER THE NEBRASKA  SECURITIES
ACT AND MAY  NOT BE  SOLD  WITHOUT  REGISTRATION  UNDER  THAT  ACT OR  EXEMPTION
THEREFROM.

                        NOTICE TO NEW HAMPSHIRE RESIDENTS

           EACH NEW HAMPSHIRE  INVESTOR  PURCHASING  SHARES MUST WARRANT THAT HE
HAS EITHER (i) A NET WORTH  (EXCLUSIVE OF HOME,  FURNISHINGS AND AUTOMOBILES) OF
TWO HUNDRED FIFTY THOUSAND  ($250,000) DOLLARS OR (ii) A NET WORTH (EXCLUSIVE OF
HOME, FURNISHING AND AUTOMOBILES) OF ONE HUNDRED TWENTY FIVE THOUSAND ($125,000)
DOLLARS AND FIFTY THOUSAND ($50,000) DOLLARS ANNUAL INCOME.

                         NOTICE TO NEW JERSEY RESIDENTS

           THE  ATTORNEY  GENERAL  OF THE STATE HAS NOT PASSED OR  ENDORSED  THE
MERITS OF THIS OFFERING.  THE FILING OF THE WITHIN  OFFERING DOES NOT CONSTITUTE
APPROVAL  OF THE ISSUE OR THE SALE  THEREOF BY THE BUREAU OF  SECURITIES  OR THE
DEPARTMENT  OF  LAW  AND  PUBLIC  SAFETY  OF  THE  STATE  OF  NEW  JERSEY.   ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.



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                        NOTICE TO NORTH DAKOTA RESIDENTS

           THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE
SECURITIES  COMMISSIONER  OF THE STATE OF NORTH DAKOTA NOR HAS THE  COMMISSIONER
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

                          NOTICE TO NEW YORK RESIDENTS

           THIS  OFFERING  MEMORANDUM  HAS NOT YET BEEN REVIEWED BY THE ATTORNEY
GENERAL PRIOR TO ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK
HAS NOT PASSED OR ENDORSED THE MERITS OF THIS OFFERING.  ANY  REPRESENTATION  TO
THE CONTRARY IS UNLAWFUL.

           THIS OFFERING  MEMORANDUM  DOES NOT CONTAIN AN UNTRUE  STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT  NECESSARY TO MAKE THE STATEMENTS
MADE IN LIGHT OF THE  CIRCUMSTANCES  UNDER WHICH THAT WERE MADE, NOT MISLEADING.
IT CONTAINS A FAIR SUMMARY OF THE MATERIAL  TERMS AND DOCUMENTS  PURPORTED TO BE
SUMMARIZED HEREIN.

                       NOTICE TO NORTH CAROLINA RESIDENTS

           THESE  SECURITIES ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION UNDER
THE NORTH CAROLINA SECURITIES ACT. THE NORTH CAROLINA SECURITIES  ADMINISTRATION
NEITHER  RECOMMENDS  NOR  ENDORSES  THE  PURCHASE OF ANY  SECURITY,  NOR HAS THE
ADMINISTRATOR  PASSED ON THE  ACCURACY OR ADEQUACY OF THE  INFORMATION  PROVIDED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                          NOTICE TO OKLAHOMA RESIDENTS

           THE SECURITIES  RENDERED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE OKLAHOMA  SECURITIES ACT. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT  AND MAY NOT BE SOLD OR TRANSFERRED  FOR VALUE
IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION OF THEM UNDER THE SECURITIES ACT OF
1933 AND/OR THE OKLAHOMA  SECURITIES ACT OF AN OPINION OF COUNSEL TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

           ANYTHING TO THE CONTRARY  NOTWITHSTANDING,  AN  INVESTMENT  BY A NON-
ACCREDITED  INVESTOR  SHALL NOT EXCEED TEN (10%)  PERCENT OF THE  INVESTORS  NET
WORTH.

                           NOTICE TO OREGON RESIDENTS

           THE SECURITIES  OFFERED HAVE NOT BEEN REGISTERED WITH THE DIRECTOR OF
THE STATE OF OREGON  UNDER THE  PROVISIONS  OF OAR  441-65-240.  THE INVESTOR IS
ADVISED  THAT THE DIRECTOR  HAS MADE ONLY A CURSORY  REVIEW OF THE  REGISTRATION
STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THIS DOCUMENT IS NOT REQUIRED
TO BE FILED WITH THE DIRECTOR.

           THE  INVESTOR  MUST RELY ON THE  INVESTOR'S  OWN  EXAMINATION  OF THE
COMPANY  CREATING THE  SECURITIES,  AND THE TERMS OF THE OFFERING  INCLUDING THE
MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.



                                        7

<PAGE>



                        NOTICE TO PENNSYLVANIA RESIDENTS

           ANY  PERSON  WHO  ACCEPTS  AN OFFER TO  PURCHASE  THE  SECURITIES  IN
COMMONWEALTH OF PENNSYLVANIA IS ADVISED,  THAT PURSUANT TO SECTION 207(m) OF THE
PENNSYLVANIA SECURITIES ACT, HE SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE,
AND RECEIVE A FULL  REFUND OF ANY  CONSIDERATION  PAID,  WITHOUT  INCURRING  ANY
LIABILITY, WITHIN TWO (2) BUSINESS DAYS FROM THE TIME THAT HE RECEIVES NOTICE OF
THIS WITHDRAWAL RIGHT AND RECEIVES THE PLACEMENT OFFERING MEMORANDUM. ANY PERSON
WHO WISHES TO  EXERCISE  SUCH RIGHT OF  WITHDRAWAL  IS ADVISED TO GIVE NOTICE BY
LETTER OR TELEGRAM SENT AND POSTMARKED BEFORE THE END OF THE SECOND BUSINESS DAY
AFTER EXECUTION.  IF THE REQUEST FOR WITHDRAWAL IS TRANSMITTED  ORALLY,  WRITTEN
CONFIRMATION  MUST  BE  GIVEN.  ANY  PERSON  WHO  PURCHASES  INTERESTS  WHO IS A
PENNSYLVANIA  RESIDENT WILL NOT SELL SUCH  INTERESTS FOR A PERIOD OF TWELVE (12)
MONTHS BEGINNING WITH THE CLOSING DATE.  PENNSYLVANIA RESIDENTS MUST HAVE EITHER
(i) A MINIMUM NET WORTH OF THIRTY THOUSAND  ($30,000)  DOLLARS  [EXCLUDING HOME,
HOME  FURNISHINGS AND  AUTOMOBILES]  AND A MINIMUM ANNUAL GROSS INCOME OF THIRTY
THOUSAND  ($30,000)  DOLLARS,  OR  (ii) A NET  WORTH  OF AT  LEAST  SEVENTY-FIVE
THOUSAND ($75,000) DOLLARS [AS COMPUTED ABOVE], AND MAY NOT INVEST MORE THAN TEN
(10%)  PERCENT OF THEIR NET WORTH  [EXCLUSIVE  OF THE  SUBSCRIBER'S  HOME,  HOME
FURNISHINGS AND AUTOMOBILES].

                       NOTICE TO SOUTH CAROLINA RESIDENTS

           THESE  SECURITIES ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION UNDER
THE SOUTH CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION  STATEMENT RELATING TO
THESE  SECURITIES  HAS  NOT  BEEN  FILED  WITH  THE  SOUTH  CAROLINA  SECURITIES
COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY
SECURITIES,  NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS OFFERING
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



                        NOTICE TO SOUTH DAKOTA RESIDENTS

           THE SHARES HAVE NOT BEEN REGISTERED  UNDER CHAPTER 47-31 OF THE SOUTH
DAKOTA SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE DEPOSED OF
FOR VALUE EXCEPT PURSUANT TO REGISTRATION,  EXEMPTION  THEREFROM OR OPERATION OF
LAW.

           SOUTH DAKOTA RESIDENTS MUST HAVE EITHER (i) A MINIMUM NET WORTH OF AT
LEAST SIXTY THOUSAND  ($60,000)  DOLLARS  [EXCLUDING  HOME, HOME FURNISHINGS AND
AUTOMOBILES] AND A MINIMUM GROSS INCOME OF SIXTY THOUSAND ($60,000) DOLLARS,  OR
(ii) A NET WORTH OF AT LEAST TWO HUNDRED TWENTY-FIVE THOUSAND ($225,000) DOLLARS
[AS COMPUTED ABOVE].

                          NOTICE TO TENNESSEE RESIDENTS

           ANYTHING  TO  THE  CONTRARY  NOTWITHSTANDING,  AN  INVESTMENT  BY ANY
INVESTOR SHALL NOT EXCEED TEN (10%) PERCENT OF THE INVESTOR'S NET WORTH.

                            NOTICE TO TEXAS RESIDENTS

           THIS OFFERING  MEMORANDUM IS FOR THE INVESTOR'S  CONFIDENTIAL USE AND
MAY NOT BE REPRODUCED.  ANY ACTION CONTRARY TO THESE RESTRICTIONS MAY PLACE SUCH
INVESTOR AND THE ISSUER IN VIOLATION OF THE TEXAS SECURITIES ACT.


                                        8

<PAGE>



           ANYTHING  TO  THE  CONTRARY  NOTWITHSTANDING,  AN  INVESTMENT  BY ANY
INVESTOR SHALL NOT EXCEED TEN (10%) PERCENT OF THE INVESTOR'S NET WORTH.

                            NOTICE TO UTAH RESIDENTS

           THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THAT ACT OR EXEMPTION
THEREFROM.

                         NOTICE TO WASHINGTON RESIDENTS

           THESE  SECURITIES  HAVE  NOT BEEN  REGISTERED  UNDER  THE  WASHINGTON
SECURITIES  ACT AND THE  ADMINISTRATOR  OF SECURITIES OF THE STATE OF WASHINGTON
HAS NOT BEEN REVIEWED THE OFFERING OR OFFERING MEMORANDUM.  THESE SECURITIES MAY
NOT BE SOLD WITHOUT REGISTRATION UNDER THE ACT OR EXEMPTION THEREFROM.

           IT IS THE RESPONSIBILITY OF ANY INVESTOR PURCHASING SHARES TO SATISFY
ITSELF AS TO FULLY OBSERVANCE OF THE LAWS OF ANY RELEVANT  TERRITORY OUTSIDE THE
UNITED  STATES IN CONNECTION  WITH ANY SUCH  PURCHASE,  INCLUDING  OBTAINING ANY
REQUIRED  GOVERNMENTAL  OR OTHER  CONSENTS  OR  OBSERVING  ANY OTHER  APPLICABLE
REQUIREMENTS.

           THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS
THE COMMISSION OF ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS,  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

           THE  SECURITIES  ARE  OFFERED BY THE  COMPANY  SUBJECT TO PRIOR SALE,
ACCEPTANCE OR AN OFFER TO PURCHASE, WITHDRAWAL,  CANCELLATION OR MODIFICATION OF
THE OFFER,  WITHOUT NOTICE.  THE COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER,
IN WHOLE OR IN PART, FOR THE PURCHASE OF ANY OF THE SECURITIES OFFERED HEREBY.

                                OFFERING SUMMARY

           The following summary information is qualified in its entirety by the
detailed information appearing elsewhere in this Memorandum.

           The Company is a Delaware Corporation providing equipment service and
sales to  businesses  in the western  United  States.  Its  principal  executive
offices are located at 2329 West Mescal  Street,  Suite 304,  Phoenix,  Arizona,
85029.

                                  RISK FACTORS

           THE  SECURITIES  OFFERED  HEREBY ARE  SPECULATIVE  AND INVOLVE A HIGH
DEGREE OF RISK. ONLY THOSE PERSONS ABLE TO LOSE THEIR ENTIRE  INVESTMENT  SHOULD
PURCHASE THESE SECURITIES.  PROSPECTIVE INVESTORS, PRIOR TO MAKING AN INVESTMENT
DECISION,  SHOULD CAREFULLY READ THIS PROSPECTUS AND CONSIDER,  ALONG WITH OTHER
MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS.

Risk Factors Relating to the Business of the Company

           No  Assurance  of  Profitability  While  the  Company  has  generated
substantial  revenues from  operations,  there is no assurance  that the Company
will be profitable in the future.


                                        9

<PAGE>



           No Assurance of Payment of Dividends.  No assurances can be made that
the future operations of the Company will result in additional  revenues or will
be profitable.  Should the operations of the Company  become  profitable,  it is
likely that the  Company  would  retain much or all of its  earnings in order to
finance future growth and expansion.  Therefore,  the Company does not presently
intend to pay dividends, and it is not likely that any dividends will be paid ln
the foreseeable future.

           Possible Need for Additional  Financing.  The Company intends to fund
its operations and other capital needs for the next 12 months substantially from
the proceeds of this Offering and another contemplated  offering,  but there can
be no  assurance  that such funds will be  sufficient  for these  purposes.  The
Company may  require  additional  amounts of capital  for its future  expansion,
operating costs and working capital. The Company has made no formal arrangements
to  obtain  future  additional  financing,  and  if  required,  there  can be no
assurance that such financing will be available,  or that such financing will be
available on acceptable terms. See "Use of Proceeds."

           Dependence  on  Management  The  Company's   success  is  principally
dependent on its current management personnel for the operation of its business.

           Broad  Discretion in Application  of Proceeds.  The management of the
Company has broad discretion to adjust the application and allocation of the net
proceeds  of this  offering,  in  order to  address  changed  circumstances  and
opportunities.  As a result of the foregoing, the success of the Company will be
substantially  dependent  upon the  discretion and judgment of the management of
the Company with respect to the  application  and allocation of the net proceeds
hereof.  Pending use of such proceeds, the net proceeds of this offering will be
invested by the Company in temporary,  short-term interest-bearing  obligations.
See "Use of Proceeds."

           Arbitrary  Offering Price.  There has been no prior public market for
the Company's  securities.  The price to the public of the Shares offered hereby
has been arbitrarily  determined by the Company and bears no relationship to the
Company's earnings, book value or any other recognized criteria of value.

           Immediate and Substantial Dilution. An investor in this offering will
experience immediate and substantial dilution.

           Lack of Prior Market for  Securities of the Company.  No prior market
has existed for the  securities  being  offered  hereby and no assurance  can be
given that a market will develop subsequent to this Offering.

           No Escrow of Investors' Funds. This offering is being made on a "best
efforts,  no minimum  basis" As such,  all the funds from this  Offering will be
immediately available to the Company.

           Forward-Looking  Statements This Memorandum includes "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements,  other than statements of historical facts, included or incorporated
by reference in this Memorandum which address activities, events or developments
which the  Company  expects  or  anticipates  will or may  occur in the  future,
including such things as capital  expenditures  (including the amount and nature
thereof),  expected  sales  revenues,  expansion  and  growth  of the  Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes  are  appropriate  under the  circumstances.  However,  whether  actual
results and  developments  will  conform  with the  Company's  expectations  and
predictions  is subject to a number of risks and  uncertainties,  including  the
risk factors discussed in this Memorandum,  general economic, market or business
conditions,  the business  opportunities (or lack thereof) that may be presented
to and  pursued  by the  Company,  changes  in laws or  regulations,  and  other
factors, some of which are beyond the control of the Company.  Consequently, all
of the forward-looking statements made in this Memorandum are qualified by these
cautionary  statements  and there can be no assurance that the actual results or
developments   anticipated   by  the  Company  will  be  realized  or,  even  if
substantially  realized,  that they will have the  expected  consequences  to or
effects on the Company or its  business or  operations.  The Company  assumes no
obligation to update any such forward- looking statements.

                                       10

<PAGE>





                                 DIVIDEND POLICY

           Holders of the Company's Common Stock are entitled to dividends when,
as and if  declared by the Board of  Directors  out of funds  legally  available
therefor.  The Company does not  anticipate  the  declaration  or payment of any
dividends in the foreseeable future. The Company intends to retain earnings,  if
any, to finance the development  and expansion of its business.  Future dividend
policy will be subject to the  discretion  of the Board of Directors and will be
contingent  upon future  earnings,  if any, the Company's  financial  condition,
capital requirements,  general business conditions and other factors. Therefore,
there can be no assurance that any dividends of any kind will ever be paid.

                                   THE COMPANY

           OneSource  Technologies,  Inc.,  f/k/a Micor  Technologies,  Inc.,  a
Delaware  corporation,  (hereinafter  referred  to as  the  "Company")  provides
equipment service and sales to businesses in the western United States.  Service
work is performed  pursuant to  renewable  term  contracts  and on-call time and
materials  relationships  with  customers.  OneSource  innovated  the "flat rate
blanket  contract"  approach  for  office  equipment  service  in  1990  when it
contracted  with a large  southwestern  bank to provide  service for most of its
small office and bank equipment including typewriters,  calculators, facsimiles,
coin/currency counters,  check protectors and encoders and some teller terminals
and printers on a single annual maintenance contract. OneSource has continued to
expand its "flat rate blanket contract"  concept by adding additional  equipment
types to its  service  capability.  It  presently  has the  capability  to offer
blanket service to almost all general office and financial  specific  equipment.
The Company has also developed and implemented certain processes and systems for
delivering, monitoring and controlling this "flat rate blanket contract" concept
in a wide  variety of  customer  circumstances  and  multiple  locations.  While
OneSource has heretofore  concentrated  its efforts in the banking and retailing
industries,  which  presently  account for about 80% of its customer  base,  the
"flat rate blanket  contract" concept is not limited by industry type or company
size.

                                   OPPORTUNITY

           There  are  literally   thousands  of  equipment  service  providers.
However,  OneSource  knows of no  company  that  offers  as wide a  spectrum  of
equipment service  capability nor of any company  attempting to copy OneSource's
approach.  Most  competitors  tend to specialize in only one or a few compatible
equipment types.  What  distinguishes  OneSource  Technologies,  Inc. from these
companies is OneSource's  unique  capability to provide  service to nearly every
make and model of small  office  machine.  In  addition,  OneSource is a factory
authorized service  representative  and/or third party service provider for over
thirty equipment manufacturers'  products. In addition to service,  OneSource is
also a  dealer  for,  or is  able to  supply,  its  customers  with  new  and/or
replacement equipment items.

                                   BACKGROUND

           The office equipment  service industry is huge, yet highly fragmented
and  largely   unresponsive  to  cost  reduction  and   operational   efficiency
requirements  now being  mandated by corporate  America.  While  technology  and
redefined  management  approaches have been widely adopted in most industries in
an effort to become more competitive, the office equipment repair industry still
largely operates as it has in the past 50 years, i.e., numerous vendors offering
repair and  maintenance  service  for one or a few  equipment  types.  There are
literally thousands of equipment service providers. Consequently, many companies
pay far more than they should for equipment service. This is because each office
must employ numerous  service  representatives  for each of its office machines,
and must pay for countless  office visits to repair,  service or maintain  their
office machines.

           During the past decade,  corporate America has undergone  significant
changes  in the face of  increasing  worldwide  competition  in the new  "global
economy".  Companies  have  attempted to cut costs,  streamline  operations  and
increase efficiency to meet these needs.  OneSource's  blanket  service  program

                                       11

<PAGE>



fits  perfectly  within this trend.  Based on economies of scale,  OneSource can
provide service and maintenance on numerous office products making only one trip
to the service location,  and using only one service technician.  The result has
been a drastic  reduction  in trip  charges  assessed by  OneSource as a blanket
service provider.

           One major  western  bank  conducted  its own  study,  and as a result
estimated that it contracted with over 450 separate service providers throughout
their system.  The study revealed that if the bank committed all service work to
just three vendors, one of which was OneSource,  they would save an estimated $1
million per year in direct equipment  maintenance  costs, while at the same time
saving  additional "soft dollars"  through  streamlining  equipment  maintenance
administration.  As a result  of this  approach  to  service,  OneSource  has an
impressive customer list and equally strong customer loyalty.

                                    STRATEGY

           In addition to expanding its present customer base, OneSource is also
seeking partnerships and other relationships with organizations which specialize
in areas OneSource does not. This will serve to provide  customers with seamless
and complete coverage of all their equipment.  OneSource  recently formed such a
relationship  with a Colorado company that specializes in service of large proof
and  reader/sorter  systems in the banking industry.  Both companies  complement
each  other's  capabilities  and  will  be  able to take  each  other  to  their
respective  clients to present a single source  solution for all the  customer's
equipment.

           In addition to expanding its customer base, OneSource is committed to
technology as a means of leveraging  personnel resources for maximum efficiency.
In this  regard,  OneSource  is  presently  in the process of  implementing  the
installation of Automation Plus' "Mastermind  Formula" service management system
software at its Phoenix  headquarters.  The Company  recently  completed a total
upgrade of its internal  computer system hardware and network in anticipation of
this  software.  With  the  completion  of the new  computer  and  informational
capability during 1997,  OneSource will become an industry leader in the ability
to provide tailored maintenance and service reports for its customers.

           Future plans include the addition of an automated  on-line  telephone
interface  package that allows 24 hour a day automated  service  dispatching and
technician  reporting.  Laptop computers for technicians  incorporating  service
manuals and equipment part information will also be purchased in the near future
to increase technician effectiveness.

           An additional area of concentration will be to "back-fill" additional
service agreements in the areas in which the Company has expanded to provide new
service in response to existing customer requests. The Company has certain fixed
and variable  costs in each area that,  once  covered,  tend to remain flat with
increased  volume.  The most  significant  costs are that of salary and wages of
service  technicians.  Variable  costs  consist  mainly of  travel  and per diem
expenses technicians incur in delivering service. The Company therefore will not
locate a technician in an area without base loaded contractual commitments of at
least  $50,000  annually  per  technician.  Once  this  threshold  is  realized,
technicians are generally capable of servicing  contracts of three to four times
the base level  before  additional  help is  required.  They key to  OneSource's
contractual  profitability  is volume  operations  in each  operating  area.  As
additional work is  "back-filled" in the area and technicians are fully covered,
gross margins climb significantly.

                               FINANCING EXPANSION

           The Company  seeks  additional  funding to  implement  its  expansion
plans.  Thus far the Company has been unable to expand to new markets which stem
from requests from existing customers who wish to extend contractual  service to
their locations in other states and from non-customers who wish to begin service
in  states  in which  OneSource  currently  does not  provide  service.  Limited
resources  and a lack of a sales  force and  marketing  support  have slowed the
Company's  ability to  respond  to these  requests.  While  OneSource  currently
operates  in states such as:  Arizona,  New Mexico,  Nevada,  Utah and  northern
California,  it has plans to expand to:  Idaho,  Oregon,  Washington,  Colorado,
Texas and other areas of  California.  Additional  sales people will be added to


                                       12

<PAGE>



the OneSource team in an effort to "back-fill"  additional service agreements in
the  expansion  areas.  Funds to complete  the  Company's  technology  advancing
initiatives  are also  needed.  In  addition,  a  coordinated  public  relations
campaign will focus on major trade,  business and industry  publication editors,
editorial  visits,  press releases and trade show and convention  participation.
The  objective of this  campaign will be to increase  corporate  decision  maker
awareness of the benefits of OneSource's blanket-service program.

           While  OneSource  has  historically  grown  by  concentrating  on the
electro-mechanical  type  equipment  typically  found  in  banks,  (typewriters,
coin/currency  counters,  check  signing/protecting and encoding machines),  the
Company  has  been  expanding  its  coverage  in  the  recent  past  to  include
electro-graphic machines  (copiers/facsimiles,  scanners and laser printers) and
electro-digital equipment (PC's and peripherals) as well. There are 10,000 banks
in the country with over 58,000  branch  locations.  25% of those  locations are
estimated to be in OneSource's targeted  western/southwestern  market territory.
Applying the Company's historical electro-mechanical  revenue-per-branch service
rate,  ($500) to this target market yields an annual revenue figure in excess of
$7,000,000.  As the Company  includes  more graphic and digital  equipment,  the
annual  revenue  potential in banking  exceeds  $50,000,000.  OneSource has only
scratched the surface of its potential in this market.  With additional  funding
to launch its expected expansion plans, the potential is limitless.

                                   MANAGEMENT

           The  following  sets forth the names of the  company's  officers  and
directors:

Jerry Washburn

           Jerry  Washburn,  age 53,  serves as President,  CEO,  acting CFO and
Director.  He has over  twenty-five  (25) years of financial and  administrative
experience.  Following graduation from BYU in 1969 with an accounting degree, he
spent ten (10) years with the accounting  firm of Arthur Anderson & Co. where he
was responsible for two of that firm's Fortune 200 clients. Following his tenure
with Anderson, Washburn, a CPA, served as President and CEO of Total Information
Systems,  Inc.,  ("TIS", an Arizona  corporation),  for eight (8) years,  during
which time he successfully guided this vertical market computer software company
from its  inception  and startup  through  eventual sale in 1990. At the time of
TIS's sale, it had over three hundred customer installations in forty-one states
and five  provinces.  Prior to his starting with  OneSource in December 1995, he
worked for a number of closely held business  owners as an advisor for a variety
of financial and operational matters.

John L. Day

           John L. Day, age 38, serves as Vice President-Service  Operations and
Director of the Company. Day has over seventeen (17) years of general office and
financial specific equipment service industry experience.  While attending Boise
State University,  John assisted in propelling Idaho Photocopy from inception to
a $5 million a year  office  equipment  company  within a five year  period.  He
started as an equipment  service  technician and rose to the position of service
manager.  Following  Idaho  Photocopy  and prior to his  joining  the Company in
October  1995,  he was with  Monroe  Systems for  Business  as a Region  Service
Manager for a three state region in the southeast.

Steven Stroblas

           Steven  Stroblas,  age  36,  serves  as  Vice  President-Systems  and
Director of the Company.  Stroblas had over twelve (12) years progressively more
responsible  positions  with NAPA and  Blockbuster  Video  prior to joining  the
Company . At NAPA, where he spent five (5) years, Steven began as a warehouseman
and  eventually  rose to the  position of Inventory  Control  Manager for NAPA's
southwest distribution center in Phoenix. He also managed the company's in-house
computer  support  systems for NAPA Jobbers in the region.  During his seven (7)
years with Blockbuster,  he was General Manager for the company's AZ Blockbuster
Franchisee's  twenty-one  (21)  store  operations.   While  there,  he  defined,
implemented and managed the company's  computer based information  retrieval and
sharing and oversaw the company's entry into the video game rental business.



                                       13

<PAGE>



Twana J. Nugent

           Twana J. Nugent,  age 43, serves as  Controller,  Secretary-Treasurer
and Director of the Company.  Twana has over twenty (20) years of accounting and
financial reporting  experience.  Since initiating her career as a bookkeeper in
the  accounting  department of the  University of Oklahoma in the mid seventies,
she's assumed ever greater  responsibilities with a number of companies prior to
joining the Company as Corporate Controller in 1994.



William Meger

           William Meger, age 51, the Company's founder and former owner remains
as a consultant to and Director of the Company.  Meger has over twenty-five (25)
years  experience in the  electronics  and  equipment  service  industry  gained
through positions with a number of business equipment manufacturers prior to his
funding  OneSource in 1984.  In addition to being  responsible  for new business
development in the retail and banking industries for the Company, Meger provides
a valuable wealth of knowledge and experience in all facets of the business.  He
is also well known and  respected in the banking  industry and has a significant
network of contracts in that industry.

                             PRINCIPAL SHAREHOLDERS

           Prior to this  offering,  the  Company had  10,000,000  shares of its
Common Stock  issued and  outstanding.  The  following  table sets forth,  as of
September 17, 1997, the beneficial  ownership of the Company's  Common Stock (i)
by the only persons who are known by the Company to own  beneficially  more than
5% of the  Company's  Common Stock;  (ii) by each  director of the Company;  and
(iii) by all directors and officers as a group.

Name               Number of Shares          Percentage Owned   Percentage Owned
                   Owned Prior to Offering   Before Offering     After Offering
-----------------  ------------------------  ----------------   ----------------

Jerry M. Washburn    3,300,000                     33%               31.7%

William B. Meger     3,285,287                     32.9%             31.6%

John L. Day            750,000                      7.5%              7.2%

Steven Stroblas        500,000                      6.5%              6.3%

Twana J. Nugent        500,000                      5%                4.8%


                                 USE OF PROCEEDS

           The  Company  plans to utilize  the  proceeds  of this  Offering  for
working capital.

                            DESCRIPTION OF SECURITIES

Shares

           The Company is hereby offering a "best efforts,  no minimum basis" up
to 575,000 shares of Common Stock at $.50 per Share.

Common Stock

           The  authorized  capital stock of the Company  consists of 20,000,000
shares of Common Stock, $.001 par value. Holders of the Common Stock do not have


                                       14

<PAGE>



preemptive  rights  to  purchase  additional  shares  of  Common  Stock or other
subscription  rights.  The Common Stock carries no conversion  rights and is not
subject to  redemption or to any sinking fund  provisions.  All shares of Common
Stock are entitled to share equally in dividends from sources legally  available
therefor  when,  as  and if  declared  by  the  Board  of  Directors  and,  upon
liquidation or dissolution of the Company, whether voluntary or involuntary,  to
share  equally  in the  assets of the  Company  available  for  distribution  to
stockholders.  All outstanding shares of Common Stock are validly authorized and
issued,  fully paid and  nonassessable,  and all shares to be sold and issued as
contemplated  hereby,  will be validly  authorized  and  issued,  fully paid and
nonassessable.  The Board of Directors is authorized to issue additional  shares
of  Common  Stock,  not  to  exceed  the  amount  authorized  by  the  Company's
Certificate  of  Incorporation,  on such  terms  and  conditions  and  for  such
consideration  as the Board may deem  appropriate  without  further  stockholder
action.  The above  description  concerning the Common Stock of the Company does
not purport to be complete.  Reference is made to the Company's  Certificate  of
Incorporation  and Bylaws which are available for inspection  upon proper notice
at the Company's offices,  as well as to the applicable statutes of the State of
Nevada for a more complete description  concerning the rights and liabilities of
stockholders.

           Prior to this offering, there has been no market for the Common Stock
of the  Company,  and no  predictions  can be made of the effect,  if any,  that
market sales of shares or the  availability  of shares for sale will have on the
market price  prevailing from time to time.  Nevertheless,  sales of significant
amounts of the Common  Stock of the Company in the public  market may  adversely
affect prevailing  market prices,  and may impair the Company's ability to raise
capital at that time through the sale of its equity securities.

           Each holder of Common  Stock is entitled to one vote per share on all
matters on which such  stockholders  are  entitled to vote.  Since the shares of
Common Stock do not have cumulative  voting rights,  the holders of more than 50
percent of the shares  voting for the  election of  directors  can elect all the
directors  if they  choose  to do so and,  in such  event,  the  holders  of the
remaining shares will not be able to elect any person to the Board of Directors.

Preferred Stock

           The  authorized  capital  stock  of  the  Company  also  consists  of
1,000,000 shares of Preferred Stock, $.001 par value, none of which are issued.

                              PLAN OF DISTRIBUTION

           The Company has no  underwriter  for this  Offering.  The Offering is
therefore a self-underwriting.  The Shares will be offered by the Company at the
offering price of $.50 per share.

Price of the Offering.

           There is no, and never has been,  a market for the Shares,  and there
is no  guaranty  that a market  will  ever  develop  for the  Company's  shares.
Consequently, the offering price has been determined by the Company. Among other
factors  considered in such  determination  were estimates of business potential
for the  Company,  the  Company's  financial  condition,  an  assessment  of the
Company's  management and the general  condition of the securities market at the
time of this  Offering.  However,  such  price  does  not  necessarily  bear any
relationship to the assets, income or net worth of the Company.

           The offering  price should not be  considered  an  indication  of the
actual  value of the  Shares.  Such  price is  subject  to change as a result of
market  conditions  and other  factors,  and no assurance  can be given that the
Shares can be resold at the Offering Price.

           There can be no assurance  that an active trading market will develop
upon  completion  of this  Offering,  or if such market  develops,  that it will
continue.  Consequently,  purchasers of the Shares offered hereby may not find a
ready market for Shares.




                                       15

<PAGE>



                               CAUTIONARY WARNING

THE COMPANY'S BUSINESS PLAN AND THE COMPANY'S FINANCIAL STATEMENTS AND
PROJECTIONS ARE FORWARD LOOKING.  STATEMENT AND ACTUAL RESULTS COULD
MATERIALLY DIFFER FROM THE PROJECTIONS. AS SUCH, NO INVESTOR SHOULD RELY ON SUCH
INFORMATION IN MAKING HIS INVESTMENT.

                             ADDITIONAL INFORMATION

Each investor  warrants and  represents to the Company that,  prior to making an
investment in the Company,  that he has had the opportunity to inspect the books
and records of the Company and that he has had the opportunity to make inquiries
to the  officers  and  directors  of the Company  and  further  that he has been
provided full access to such information.









                                       16





<PAGE>



                       INVESTOR SUITABILITY STANDARDS AND
                             INVESTMENT RESTRICTIONS
                      ------------------------------------

Suitability

           Shares  will be offered  and sold  pursuant  an  exemption  under the
Securities Act, and exemptions  under  applicable  state securities and Blue Sky
laws.  There are different  standards  under these federal and state  exemptions
which must be met by prospective investors in the Company.

           The Company will sell Shares only to those  Investors  it  reasonably
believes meet certain suitability requirements described below.

           Each  prospective  Investor  must complete a  Confidential  Purchaser
questionnaire  and  each  Purchaser  Representative,  if any,  must  complete  a
Purchaser Representative Questionnaire.

           EACH  INVESTOR  MUST  BE  RESPONSIBLE  FOR  DETERMINING  THAT  IT  IS
PERMITTED TO INVEST IN THE COMPANY,  THAT ALL  APPROPRIATE  ACTIONS TO AUTHORIZE
SUCH AN  INVESTMENT  HAVE  BEEN  TAKEN,  AND  THAT  ANY  REQUIREMENTS  THAT  ITS
INVESTMENTS BE DIVERSIFIED OR SUFFICIENTLY LIQUID HAVE BEEN MET.

           An investor will qualify as an accredited Investor if it falls within
any one of the  following  categories  at the time of the sale of the  Shares to
that Investor:

           (1) A bank as defined in Section  3(a)(2) of the Securities Act, or a
savings  and loan  association  or  other  institution  as  defined  in  Section
3(a)(5)(A) of the Securities Act,  whether acting in its individual or fiduciary
capacity; a broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934;  an insurance  company as defined in Section  2(13) of the
Securities Act; an investment  company  registered under the Investment  Company
Act of 1940 or a business  development company as defined in Section 2(a)(48) of
that Act; a Small  Business  Investment  Company  licensed by the United  States
Small Business  Administration under Section 301(c) or (d) of the Small Business
Investment  Act of 1958;  a plan  established  and  maintained  by a state,  its
political  subdivisions,  or any  agency  or  instrumentality  of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000;  an employee  benefit plan within the meaning of
the Employee  Retirement Income Security Act of 1974, if the investment decision
is made by a plan  fiduciary,  as defined in Section 3(21) of that Act, which is
either a bank, savings and loan association,  insurance  company,  or registered
investment  adviser,  or if the employee benefit plan has total assets in excess
of $5,000,000,  or, if a self-directed  plan with the investment  decisions made
solely by persons that are accredited investors;

           (2) A  private  business  development  company  as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;

           (3) An  organization  described  in Section 501(c)(3) of the Internal
Revenue Code with total assets in excess of $5,000,000;

           (4) A director or executive officer of the Company.

           (5) A natural person whose  individual net worth,  or joint net worth
with that person's spouse,  at the time of such person's  purchase of the Shares
exceeds $1,000,000;

           (6) A  natural  person  who had an  individual  income  in  excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year;


                                       17

<PAGE>



           (7) A trust with total assets in excess of $5,000,000, not formed for
the specific  purpose of acquiring the  securities  offered,  whose  purchase is
directed  by a  sophisticated  person  as  describe  in  Rule  506(b)(2)(ii)  of
Regulation D; and

           (8) An  entity  in  which  all  of  the  equity owners are accredited
investors (as defined above).

           As used in this Memorandum,  the term "net worth" means the excess of
total assets over total  liabilities.  In computing net worth for the purpose of
(5) above,  the  principal  residence  of the  investor  must be valued at cost,
including  cost  of  improvements,   or  at  recently   appraised  value  by  an
institutional lender making a secured loan, net of encumbrances.  In determining
income an  investor  should  add to the  investor's  adjusted  gross  income any
amounts attributable to tax exempt income received,  losses claimed as a limited
partner  in  any  limited   partnership,   deductions   claimed  for  depletion,
contributions  to an IRA or KEOGH  retirement plan,  alimony  payments,  and any
amount by which income form long-term capital gains has been reduced in arriving
at adjusted gross income.

           In order to meet the conditions  for exemption from the  registration
requirements under the securities laws of certain  jurisdictions,  investors who
are  residents  of  such   jurisdiction  may  be  required  to  meet  additional
suitability requirements.

           An  Investor  that does not  qualify as an  accredited  Investor is a
non-accredited Investor and may acquire Shares only if:

           (1) The  Investor is  knowledgeable  and  experienced with respect to
investments  in  limited   partnerships  either  alone  or  with  its  Purchaser
Representative, if any; and

           (2) The  Investor  has been provided access to all relevant documents
it desires or needs; and

           (3) The  Investor is  aware  of  its  limited  ability to sell and/or
transfer its Shares in the Company; and

           (4) The Investor can bear the economic  risk  (including  loss of the
entire  investment)  without  impairing its ability to provide for its financial
needs and  contingencies  in the same  manner  as it was  prior to  making  such
investment.

           THE  COMPANY  RESERVES  THE  RIGHT  IN  ITS  ABSOLUTE  DISCRETION  TO
DETERMINE  IF A  POTENTIAL  INVESTOR  MEETS OR  FAILS  TO MEET  THE  SUITABILITY
STANDARDS SET FORTH IN THIS SECTION.



                                       18

<PAGE>



Additional Suitability Requirements for Benefit Plan Investors

           In  addition  to  the  foregoing   suitability   standards  generally
applicable to all  Investors,  the Employee  Retirement  Income  Security Act of
1934, as amended ("ERISA"),  and the regulations  promulgated  thereunder by the
Department  of  Labor  impose  certain  additional   suitability  standards  for
Investors  that are  qualified  pension,  profit-sharing  or stock  bonus  plans
("Benefit Plan  Investor").  In considering the purchase of Shares,  a fiduciary
with respect to a prospective  Benefit Plan  Investor  must consider  whether an
investment  in the Shares  will  satisfy  the  prudence  requirement  of Section
404(a)(1)(B)  of ERISA,  since there is not expected to be any market created in
which to sell or otherwise  dispose of the Shares.  In addition,  the  fiduciary
must consider whether the investment in Shares will satisfy the  diversification
requirement of Section 404(a)(1)(C) of ERISA.

Restrictions on Transfer or Resale of Shares

           The  Availability of Federal and state exemptions and the legality of
the offers and sales of the Shares are conditioned upon, among other things, the
fact that the purchase of Shares by all  Investors are for  investment  purposes
only  and  not  with  a  view  to  resale  or  distribution.  Accordingly,  each
prospective Investor will be required to represent in the Subscription Agreement
that it is  purchasing  the Shares for its own  account  and for the  purpose of
investment  only, not with a view to, or in accordance with, the distribution of
sale of the  Shares and that it will not sell,  pledge,  assign or  transfer  or
offer to sell, pledge, assign or transfer any of its Shares without an effective
registration  statement  under the  Securities  Act, or an  exemption  therefrom
(including  an  exemption  under  Regulation  D,  Section 504) and an opinion of
counsel  acceptable to the Company that registration under the Securities Act is
not required and that the transaction complies with all other applicable Federal
and state securities or Blue Sky laws.


                                       19

<PAGE>



                          OneSource Technologies, Inc.
                            (A Delaware corporation)


                               ==================

                             SUBSCRIPTION DATA SHEET

                               ==================

Name of Subscriber
(Offeree):____________________________________________________________________

Address of Residence
(if natural
person):______________________________________________________________________

______________________________________________________________________________

Address of
Business:_____________________________________________________________________

______________________________________________________________________________

Subscriber's
Telephone
No.:__________________________________________________________________________

Subscriber's Social
Security No. or
Tax I.D.
No.:__________________________________________________________________________

Preferred Address for
receiving mail:
( ) Residence
( ) Business
( ) Other, if any:

______________________________________________________________________________

______________________________________________________________________________

Date of
Subscription:_________________________________________________________________

Amount of
Subscription:$________________________________________________________________








                                       20

<PAGE>



                      SUBSCRIPTION AGREEMENT AND INVESTMENT
                           REPRESENTATION OF INVESTORS

OneSource Technologies, Inc.
2329 West Mescal Street, Suite 304
Phoenix, AZ 85029

Gentlemen:

           1.  Subject  to the terms and  conditions  hereof,  the  undersigned,
intending to be legally bound,  hereby irrevocably  subscribes for and agrees to
accept and  subscribe to _________  shares of  Regulation  D, Section 504 common
stock of OneSource Technologies, Inc., a Delaware corporation (the Company), for
a total  consideration  of $_________,  the receipt and  sufficiency of which is
hereby acknowledged.

           2.  In order  to  induce  the Company to accept the subscription made
hereby, the undersigned hereby represents and warrants to the Company,  and each
other person who acquires or has acquired the Shares, as follows :

                     (a)  The  undersigned, if an individual (i) has reached the
age of  majority  in the  state  in  which he  resides  and (ii) is a bona  fide
resident and  domiciliary  (not a temporary or transient  resident) of the state
set forth beneath his signature below.

                     (b)  The undersigned has the financial  ability to bear the
economic risk of an investment in the Shares has adequate means of providing for
his current needs and personal contingencies,  has no need for liquidity in such
investment,   and  could  afford  a  complete  loss  of  such  investment.   The
undersigned's  overall commitment to investments that are not readily marketable
is not disproportionate to his net worth, and his investment in the Company will
not cause such overall commitment to become excessive.

                     (c)  The  undersigned  meets  at least one of the following
criteria:

                               (i) the  undersigned  is  a  natural person whose
individual  net  worth or joint net worth  with his  spouse,  at the time of his
purchase, exceeds $1,000,000 (ONE MILLION DOLLARS); or

                               (ii) the  undersigned is a natural person and had
an individual  income in excess of $200,000  (TWO-HUNDRED  THOUSAND  DOLLARS) in
each of the two most  recent  years,  or  jointly  with his  spouse in excess of
$300,000  (THREE-HUNDRED  THOUSAND  DOLLARS)  in each of  those  years,  and who
reasonably  expects  to achieve at least the same  income  level in the  current
year; or

                               (iii) qualifies  as  an accredited investor under
Regulation D of the Securities Act of 1933 (the "Act").

                     (d)  The  investment  is  one  in which I am purchasing for
myself and not for others,  the investment  amount does not exceed 10% of my net
worth and I have the capability to understand the investment and the risk.

                     (e)  The  undersigned  has been given a full opportunity to
ask questions of and to receive  answers from the Company  concerning  the terms
and  conditions  of the offering and the business of the Company,  and to obtain
additional information necessary to verify the accuracy of the information given
him or to obtain  such other  information  as is desired in order to evaluate an
investment  in the Shares.  All such  questions  have been  answered to the full
satisfaction of the undersigned.

                     (f)  In making  his  decision to purchase the Shares herein
subscribed   for,   the   undersigned   has  relied   solely  upon   independent
investigations  made by him. He has received no  representation or warranty from
the Company or from a broker-dealer, if any, or any of the affiliates, employees
or agents of either. In addition,  he is not subscribing pursuant hereto for any


                                       21

<PAGE>



Shares as a result of or subsequent to (i) any advertisement, article, notice or
other  communication  published in any  newspaper,  magazine or similar media or
broadcast  over  television  or radio,  or (ii) any  seminar  or  meeting  whose
attendees,  including  the  undersigned,  had  been  invited  as  a  result  of,
subsequent to, or pursuant to any of the foregoing.

                     (g)  The  undersigned  understands that the Shares have not
been  registered  under  the  Act in  reliance  upon  specific  exemptions  from
registration thereunder,  and he agrees that his Shares may not be sold, offered
for sale, transferred, pledged, hypothecated, or otherwise disposed of except in
compliance with the Act and applicable state securities laws, which restrictions
require  the  approval of the  Company  for the  transfer  of any Shares  (which
approval, except under limited circumstances,  may be withheld by the Company in
its sole  discretion).  The undersigned has been advised that the Company has no
obligations to cause the Shares to be registered under the Act or to comply with
any exemption under the Act, including but not limited to that set forth in Rule
144  promulgated  under the Act, which would permit the Shares to be sold by the
undersigned.  The undersigned  understands that it is not anticipated that there
will be any market for resale of the Shares, and that it may not be possible for
the  undersigned  to  liquidate an  investment  in the Shares.  The  undersigned
understands  the legal  consequences  of the foregoing to mean that he must bear
the economic  risk of his  investment  in the Shares.  He  understands  that any
instruments  representing  the Shares may bear legends  restricting the transfer
thereof.

           3. To the  extent I have the  right to  rescind  my  purchase  of the
Shares,  which right of recission is hereby offered, I waive and relinquish such
rights and agree to accept certificate(s) evidencing such Shares.

           4. This  Agreement  and  the  rights  and  obligations of the parties
hereto shall be governed by, and construed and enforced in accordance  with, the
laws of the State of Delaware.

           5. All pronouns  contained herein and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the parties hereto may require.

           6. The shares  referred to herein may be sold to the  subscriber in a
transaction  exempt under  Section  517.061 of the Florida  Securities  Act. The
shares  have not been  registered  under  said act in the State of  Florida.  In
addition, if sales are made to five or more persons in the State of Florida, any
sale in the State of Florida is voidable by the purchaser  within three (3) days
after the first tender of consideration is made by such purchaser to the issuer,
an agent of the issuer,  or an escrow  agent or within  three (3) days after the
availability  of that privilege is  communicated  to such  purchaser,  whichever
occurs later.

           IN WITNESS  WHEREOF,  the  undersigned  has executed and agrees to be
bound by this Subscription  Agreement and Investment  Representation on the date
written below as the Date of Subscription:

                                                  (TO BE USED FOR INDIVIDUAL(S))


----------------------------                      ------------------------------
Print Name of Individual                            Signature of Individual


-----------------------------                     ------------------------------
State of Residence                                  Date of Subscription








                                       22

<PAGE>




                   (TO BE USED FOR PARTNERSHIPS, CORPORATIONS,
                            TRUSTS OR OTHER ENTITIES)



_______________________________                By:______________________________
Print Name of Partnership                      Signature of Authorized
Corporation - Trust - Entity                   Representative

-------------------------------                ---------------------------------
Capacity of Authorized                         Print Name of Authorized
Representative                                 Representative

-------------------------------                --------------------------------
Print Jurisdiction of                          Date of Subscription
Incorporation or Organization




                                       23