EXHIBIT 10.9

                            STOCK EXCHANGE AGREEMENT

This  Stock  Exchange  Agreement  (the  "Agreement")  is made and  entered  into
effective  as of  this  15th  day  of  April,  1998  by  and  between  OneSource
Technologies,  Inc. , a Delaware  corporation  (hereinafter  "Buyer"),  Ahlawyss
Fulton and Pamela Fulton, husband and wife,  (hereinafter "Sellers" or "Fulton".
Buyer  and  Sellers  are  sometimes  collectively  referred  to  herein  as "the
Parties".

                                    RECITALS

A.   Sellers own one hundred (100%) percent of the issued and outstanding shares
     (the  "Shares")  of the stock of Net  Express,  Inc.  ("Net  Express"),  an
     Arizona corporation, which stock consists of one thousand (1,000) Shares of
     $1.00  par  value  common  stock,   represented  by  Certificate  number  1
     registered in the name of Ahlawyss Fulton and Pamela Fulton.

B.   Sellers  desire to sell to Buyer and Buyer desires to purchase from Sellers
     the  Shares on the terms and  conditions  set forth  herein  and enter into
     certain other agreements in respect thereof, as set forth herein, or in the
     Employment Agreement and Redemption Agreement attached hereto.

Now,  Therefore,  for and in  consideration  of the mutual  covenants  contained
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, Sellers and Buyer agree as follows:

                                   AGREEMENTS
                                    ARTICLE I
                                Purchase ans Sale

Section 1.1 Index of Definitions. As used in this Agreement, the following terms
shall  have  the  meanings  given  to them  by the  sections  of this  Agreement
specified below:

1.1.1 "Agreement" is defined in the first paragraph.

1.1.2 "Buyer" are defined in the first paragraph.

1.1.3 "Closing" is defined in Section 2.1.

1.1.4 "Closing Date" is defined in Section 2.1.

1.1.5 "Employment agreement" is defined in Section 2.2.3.

1.1.6 "Fulton" is defined in the first paragraph.

1.1.7 "GAAP" is defined in 2.2.5

1.1.8 "Net Express" is defined in Recital A.

1.1.9 "Price" is defined in Section 1.3.


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1.1.10. "Seller" is defined in the first paragraph.

1.1.11 "Shares" is defined in Recital A.

Section 1.2  Agreement to Exchange  Stock.  On the Closing  Date,  Sellers shall
sell, assign, convey, and transfer to Buyer, and Buyer shall purchase and accept
from  Sellers the one  thousand  (1,000)  Shares of Net Express  $1.00 par value
common  stock  constituting  all of the  issued  and  outstanding  stock  of Net
Express,  sellers shall receive at Closing  727,946  shares of Buyer,  OneSource
Technologies,  Inc.  common  ($.001 par value)  voting  stock.  Sellers agree to
accept the  OneSource  shares in legend  form,  bearing the  Company's  standard
legend restricting the transfer of unregistered securities.

Section 1.3   Assumption of Liabilities.  The Price shall be payable as follows:

           1..3.1 Assumption of Liabilities.  The equity interest in Net Express
at close shall after  deducting  liabilities,  be in excess of $10,000.00  There
shall be no  outstanding  liability at Closing of Net Express to the existing or
any past  shareholders of Net Express.  Net Express shall have total liabilities
on any account of all lines of credit,  trade  payables,  factoring and loans of
not more than $24,000.00 prior to Closing.  Liabilities in excess of that amount
shall be assumed and paid by Sellers.  The  factoring  agreement  with  Alliance
Capital Corporation Shall be terminated prior to Closing.

           1.3.2 Additional  Agreements at closing. The parties agree to execute
and deliver at Closing, a Stock Redemption Agreement and an Employment Agreement
for  Ahlawyss  Fulton  together  with a  Subscription  Agreement  for  OneSource
Technologies'  stock.  Copies of these  Agreements are attached as Exhibits "A",
"B" and "C"  respectively.  The  Redemption  Agreement  shall permit  Fulton and
OneSource to redeem the Shares  received as  consideration  in this Agreement on
prior to December 30,  1999,  by tendering  the stock  exchanged  for the Shares
which they paid in consideration of the transaction.

Section 2.1 Closing Date. The closing of the  transactions  contemplated by this
Agreement (the "Closing") shall occur on April 15, 1999 or at such other date as
may be agreed upon by the parties "the "Closing Date"). In the event the closing
does not  occur on or before  May 1,  1999,  either  party  may  terminate  this
Agreement  after such date by five (5) days  written  notice to the other,.  The
Closing  shall occur  starting at 9:00A.M.  on the Closing Date at the office of
OneSource  Technologies,  Inc.  2329 West Mescal,  Suite 304,  Phoenix,  Arizona
85029, or at such other time and location as may be agreed upon by the parties.


Section 2.2 Seller's Deliveries at Closing. At the closing, Seller shall deliver
to Buyer in executed form:

     2.2.1 Certificate Number 1 (or lost certificate  affidavit in lieu thereof)
     evidencing one thousand  Shares of Net Express $1.00 par value common stock
     duly endorsed to Buyer or  accompanied  by such stock  powers,  assignments
     separate from  certificate,  or other instruments of assignment as shall be
     necessary to transfer title to the Shares to Buyer.

     2.2.2 A Redemption  Agreement  (the  "Redemption  Agreement"),  in the form
     attached hereto as Exhibit "A" executed by the Sellers.

     2.2.3 An Employment  Agreement  between Buyer and Sellers (the  "Employment
     Agreement",  in the form  attached  hereto  as  Exhibit  "B",  executed  by
     Sellers.

     2.2.4 The  Subscription  Agreement for OneSource  stock in form as attached
     hereto as Exhibit "C", executed by Sellers.

     2.2.5 A Balance Sheet of Net Express prepared as of December 31,1998 and an
     Income Statement of Net

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     Express covering the period from January 1, 1998 through December  31,1998,
     which fully,  accurately and fairly  present the financial  position of Net
     Express  as of the date and for the  period  indicated  and are free of nay
     material  misstatements.  Copies of the Balance Sheet and Income  Statement
     are attached as Exhibit "D", The  financials  presented are on the basis of
     GAAP (general accepted accounting principals).

     2.2.6 The  corporate  books and  records of Net Express  including  but not
     limited to the Articles and Bylaws of the corporation,  the stock books and
     registers,  and all other  files,  documents  and  licenses  related to the
     business of Net Express. Sellers represent that By-Laws and stock books and
     registers were never prepared for Net Express.

     2.2.7  Delivery of UCC-2's and a release of all liability of Net Express to
     Alliance Capital Corp.

     2.2.8  Execute  and  deliver  such  other  and  further  documents  as  are
     reasonably required to effectuate the transfer of the Shares by Sellers.

All documents  delivered by Sellers shall be in form  satisfactory  to Buyer and
their counsel.


Section 2.3 Buyers Deliveries at Closing.  At the Closing, Buyer shall:

     2.3.1 Pay the portion of the Price  specified  in Section 1.2 to Sellers by
     delivery of its stock certificate evidencing the purchase price as provided
     in paragraph 1.2.

     2.3.2  The  Employment  Agreement  an d  documents  required  herein  to be
     executed and delivered by Buyer.

     2.3.3 The Redemption Agreement required herein to be executed and delivered
     by Buyer.

     2.3.4 An audited  Balance  Sheet of  OoneSource  Technologies,  Inc.  as of
     December   31,  19998  and  an  audited   Income   Statement  of  OneSource
     Technologies  covering the period from January 1, 1998 through December 31,
     1998 which fully,  accurately and fairly present the financial  position of
     OneSource Technologies as of the d/ate and for the period indicated and are
     free of any material misstatements.  Copies of the Balance Sheet and Income
     Statement at OneSource are attached as Exhibit "E". The financial presented
     shall be on the basis of GAAP accounting.

     2.3.5 An offering  memorandum  of  OneSource  Technologies  dated April 15,
     1999.

All documents  delivered by Buyers shall be in form  satisfactory to Sellers and
their Counsel.

                         Representations and Warranties


Section 3.1 Sellers Representations and Warranties. Seller represent and warrant
to Buyers as follows:

     3.1.1 The  number of shares  issued to Sellers  is 1,000  shares  issued on
     certificate number 1.

     3.1.2 The Shares as set forth in for paragraph 3.1.1  constitute all of the
     issued and  outstanding  capital stock of Net Express and there is no other
     security or  subscription  or agreement to buy, or sell any security of Net
     Express issued and outstanding or enforceable against Net Express.

     3.1.3 The  Shares  are duly  authorized,  validly  issued,  fully  paid and
     no-assessable  and are owned by Sellers and will be  transferred  to Buyers
     free and clear of all liens, claims, or other encumbrances.


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     3.1.4 This  Agreement  constitutes,  and other  instruments  and  documents
     Sellers are required to deliver under this Agreement will constitute,  when
     executed  and  delivered,  the  legally  valid and binding  obligations  of
     Sellers,  enforceable  against Sellers in accordance with their  respective
     terms.

     3.1.5 Net Express is a corporation  duly formed and validly  existing under
     the laws of the  State of  Arizona  and has full  power  and  authority  to
     execute and deliver all  instruments  and  documents  contemplated  by this
     Agreement to be executed and  delivered  by Net Express to  consummate  the
     transactions contemplated by this Agreement, and to perform its obligations
     set forth in this Agreement and in such other instruments and documents.

     3.1.6 To Seller's actual knowledge the execution,  delivery and performance
     of this  Agreement  by  Sellers  and the  consummation  by  Sellers  of the
     transactions  contemplated  herein will not conflict  with or  constitute a
     breach of or default under any contract, agreement, indenture,  instrument,
     order, judgment, decree, law, restriction or regulation by which Sellers or
     Net Express is bound.

     3.1.7 To  Seller's  actual  knowledge  neither  Sellers nor Net Express are
     subject  to or  bound  by any  agreement  or  any  judgment,  order,  writ,
     injunction, or decree of any court or governmental body which could prevent
     the  operation,  after the  Closing,  of the  business  of Net  Express  is
     substantially  the same manner as such business is presently being operated
     on the date  hereof.  A list of the  current  licenses  of Net  Express  is
     attached as Exhibit  "F".  All  licenses  held by Net Express are valid and
     existing and no license has been  suspended or revoked by any  jurisdiction
     in which Net Express does business.

     3.1.8 To Seller's actual  knowledge there is no action,  suit or proceeding
     pending or threatened  against  Sellers or Net Express  before any court or
     administrative  agency,  which  could  prevent  the  carrying  out of  this
     Agreement by Sellers.

     3.1.9 Sellers represent that there are no outstanding leases either real or
     personal of Net Express as of the Closing.

     3.1.10 Except for the agreements listed as Exhibit "G" Net Express is not a
     party to any other material agreements or contracts, written or verbal.

     3.1.11 Attached hereto as Exhibit "H" is a true , correct and complete list
     of all furniture, fixtures, and equipment owned by Net Express.

     3.1.12 All of the furniture,  fixtures and equipment owned or leased by Net
     express are in good working order and condition,  reasonable  wear and tear
     excepted.  Net Express owns good and marketable title to all of its assets,
     including its vehicles,  office equipment, and properties free and clear of
     any liens or encumbrances.

     3.1.13 The  financial  statements  provided  Buyer on behalf of Net Express
     fully, accurately, and fairly present the financial position of Net Express
     as of the dates and for the periods  indicated and are free of any material
     misstatements.

     3.1.14 Attached hereto as Exhibit "I" is a true,  correct and complete list
     as of the date of theis Agreement of all unpaid  invoices,  and/or accounts
     receivable,  with an invoice  amount which is due from its customers to Net
     express.  All of  the  accounts  receivable  which  are  listed  are  valid
     obligations of Net Express.

     3.1.15 All of the invoices  identified in Exhibit "J" are due and owing, or
     with the passage of time  indicated on such invoices will be due and owing,
     and  are  not  subject  to any  offset  or  deduction  and  evidence  valid
     obligations  of the  customers  identified  therein to make  payment to Net
     Express.  Buyer agrees that accounts  receivable  shall have the reasonable
     level  of  uncollectability  in  accordance  with  past  experience  by Net
     Express.

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     3.1.16 Attached  hereto as Exhibit "J"is a true,  correct and complete list
     ad of the date of this  Agreement of all accounts  payable,  owing from Net
     Express to  creditors.  All of the  accounts  payable  which are listed are
     valid obligations of Net Express.

     3.1.17  As of the Close of this  transaction  the  excess  of  assets  over
     liabilites  will  exceed  $10,000  as  determined  by GAAP  accounting.  An
     adjustment to the purchase price shall be made in the event that the excess
     of assets over liabilities id less than $10,000. Any liabilities discovered
     after the sale that  reduce the  excess of assets  over  liabilities  below
     $10,000 as of the Closing Date will be an adjustment to the purchase price.

     3.1.18 Attached hereto as Exhibit "K" is a true,  correct and complete list
     as of the date of this  Agreement of all officers,  directors and employees
     of Net Express.  All employees of Net express, are correctly classified and
     there are no  contingent  liabilities  for employee  trust fund or employee
     taxes.  Net Express has employed  independent  contractors  as set forth in
     Exhibit "I". All payroll,  taxes,  withholding,  and trust fund taxes,  and
     workers'  compensation  insurance  related to periods prior to December 31,
     1998 have been paid on a timely basis by Net Express and the first  quarter
     payment of such amounts due March 31, 1999, has been paid when due.

     3.1.19  Net  Express  has  filed  all   required   tax  returned  in  every
     jurisdiction in which it has conducted business, and has paid all taxes and
     other assessments  thereon when due. All income,  sales,  excise,  payroll,
     personal property, license and transaction priviledge taxes due and payable
     in connection  with the operation of Net Express prior to Closing have been
     paid prior to delinquency and all returns due in connection  therewith have
     been filed. The financial  statements  presented  reflect proper accounting
     for all taxes not yet paid as of December 31, 1998.

     31.1.20  Sellers' have taken reasonable steps to ensure that the equipment,
     computer  systems,  accounting and other software  include or shall include
     design and performance capabilities so that prior to, during, and after the
     calendar year 2000, they will not malfunction, produce invalid or incorrect
     results or  abnormally  cease to function  due solely to the year 2000 date
     change.  Such design and  performance  capabilities  shall include  without
     limitation  the  ability  to  recognize  the  century  and  to  manage  and
     manipulate  data  involving  dates,  including  single century and multiple
     century  formulas and date values,  without  resulting in the generation of
     incorrect values involving such dates or causing an abnormal ending.

     3.1.21 To Sellers'  actual  knowledge Net Express has not  improperly  used
     stored,  or disposed of any chemicals or materials in violation of federal,
     state or local law.

     3.1.22  Sellers  are  responsible  for  all  of  the  tax  aspects  of  the
     transaction as they affect their  exchange of Shares and Sellers  represent
     that they have not relied on Buyer for tax advice.

     3.1.23 Sellers  acknowledge  that the transfer of the Shares of Net Express
     to Buyer may cause a change in the federal  tax status of Net Express  from
     an S Corporation to a C Corporation.

     3.1.24 Seller, Ahlawyss Fulton, acknowledges that he served as the founder,
     President and Director of Net Express at all times prior to its acquisition
     pursuant to this  Agreement  and that he will,  purduant to the  Employment
     Agreement of the date herewith,  continue in that position as its President
     and Director and that by reason of his  executive  position in a subsidiary
     of  OneSource  he is an  accredited  investor  ad  that  term  is  used  in
     Regulation D promulgated by the Securities and Exchange  Commission by this
     Agreement.

     3.1.25 Seller has not engaged the services of a Broker in  connection  with
     the transactions completed by this Agreement.

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Section 3.2 Buyer's Representation and Warranties. Buyer represents and warrants
to Seller as follows:

     3.2.1 This Agreement constitutes,  and such other instruments and documents
     when  executed and  delivered  will  constitute,  legally valid and binding
     obligations  of Buyer  enforceable  against Buyer in accordacne  with their
     respective terms.

     3.2.2 The execution,  delivery,  and performance of this Agreement by Buyer
     and the consummation by Buyer of the transactions  contemplated herein will
     not  conflict  with or  constitute  a breach of or a  default  of under any
     contract, agreement,  indenture,  instrument, order, judgment, decree, law,
     restriction, or regulation by which Buyer is bound. Buyer is not subject to
     or bound by any  agreement or any  judgment,  order,  writ,  injunction  or
     decree of any court or governmental  body, which could prevent the carrying
     out by Buyer of this Agreement or the  transactions,  contemplated  by this
     Agreement.

     3.2.3 Buyer has not engaged the services of a broker in connection with the
     transactions contemplated by this Agreement.

     3.2.4 Buyer acknowledges and agrees that neither Sellers nor Net Express is
     guaranteeing  that any of Net Express  accounts will be  collected,  or are
     collectible.

     3.2.5 To Buyer's actual  knowledge  there is no action,  suit or proceeding
     pending or  threatened  against  Buyer  before any court or  administrative
     agency which could  prevent the carrying out of this  Agreement by Sellers.
     Suits  listed in Exhibit  "I"  represent  the current  litigation  in which
     OneSource is engaged.

     3.2.6 Buyer has furnished  financial  statements to Seller for review prior
     to Closing and hereby represents and warrants that the aforesaid financials
     fully, accurately, and fairly present the financial position of Buyer as of
     the  dates and for the  period  indicated  and are free  from any  material
     misstatements.

Section 3.3 Survival of Representations and Warranties.  All representations and
warranties contained in this Agreement , whether made by Buyer or Sellers, shall
be  deemed  to be  made  again  at  Closing  and  all  of  the  representations,
warranties, covenants and obligations of either Party under this Agreement shall
survive  the  Closing  for a period of one (1) year  during  which any claim for
breach  thereof  shall be made.  The  knowledge  of either  party of any  event,
circumstance,  or  fact  shall  not  vitiate  or  otherwise  impair  any  of the
representations  and warranties  made herein,  or any of the rights and remedies
available to either party with respect to such representations or warranties.

                                   ARTICLE IV
                              Covenants of Sellers

Section 4.1  Operation of Business.  From December  31,1998  through the Closing
Date hereof,  Sellers agree to operate Net Express in accordance with their past
practice and to carry on its operations in the ordinary course of business.

                                    ARTICLE V
                               Closing Conditions

Section 5.1 Conditions Precedent to Sellers' Obligation to Close. The obligation
of Sellers to close the transaction contemplated by this Agreement is subject ti
the satisfaction of the following  conditions precedent on or before the Closing
Date:

     5.1.1 Buyer has performed all of its obligations to be performed  hereunder
     on or before the Closing Date.


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     5.1.2 The  representations  and warranties  made by Buyer in this Agreement
     are true on the date hereof and on the Closing Date.

Section 5.2 Conditions  Precedent to Buyer's Obligation to Close. The obligation
of Buyer to close the  transaction  contemplated by this Agreement is subject to
the satisfaction of the following  conditions precedent on or before the Closing
Date:

     5.2.1  Sellers  have  performed  all of their  obligations  to be performed
     hereunder on or before the Closing Date.

     5.2.2 The  representations and warranties made by Sellers in this Agreement
     are true on the date thereof and on the Closing Date.

Section 5.3 Waiver of  Conditions.  Either Sellers or Buyer may waive any of the
conditions  set forth in  Section  5.1 and close  this  Agreement  without  such
conditions having been satisfied.  Any such waiver must be in writing, signed by
both parties to this Agreement.

                                   ARTICLE VI
                                 Indemnification

6.1 Obligation to sellers.  Sellers agree to indemnify,  hold  harmless,  and to
reimburse  Buyer and Net  Express  and  their  respective  directors,  officers,
employees,  affiliates  agents and assigns (the  "Indemnified  Parties" from and
against any and all claims, demands, obligations,  liabilities,  actions, suits,
damages,  losses,  costs of  investigation  and any amounts paid in  settlement,
asserted  against,  resulting  to,  imposed  upon or arising  from any  material
inaccuracy  in,  breach  or  non-  fulfillment  of any  of the  representations,
warranties,  covenants  or  agreements  made by Sellers in or  pursuant  to this
Agreement.

6.2  Obligations  of Buyer.  Buyer  agrees to  indemnify,  hold  harmless and to
reimburse  Sellers  from and against any and all claims,  demands,  obligations,
liabilities,  actions,  suits,  damages,  losses,  costs, or expenses  including
without   limitation,   interest  and  penalties,   attorney's  fees,  costs  of
investigation and any amounts paid in settlement,  asserted  against,  resulting
to,  imposed  upon or  arising  from any  material  inaccuracy  in ,  breach  or
non-fulfillment  of  any  of  the  representations,   warranties,  covenants  or
agreements  made by Buyer in or pursuant to this Agreement and further except to
the extent  that  damages  are  caused by the acts of  Sellers  as an  executive
officer of Net Express to indemnify  Sellers from any acts related to the future
operation of Net Express,  specifically including but not limited to non-payment
of the assumed obligations after the Closing Date.

6.3 Notice. Any party seeking indemnification with respect to a claim shall give
notice to the party  required  to provide  indemnification  within ten (10) days
after the injured  party has received  actual  notice of a claim which  involves
matters  as to which the party  would be  entitled  to assert a claim  under the
indemnification  provisions  herein. A party receiving notice of a claim subject
to  indemnification  shall  promptly  assume  the  defense  of  the  claim  with
experienced  counsel  satisfactory to the indemnified party. If the indemnifying
party  fails  within  fifteen  (15)  days  after  receipt  of  a  notice  of  an
indemnifiable  claim  to  assume  the  defense  of the  indemnified  party,  the
indemnified  party shall have the right to undertake the defense of the claim on
behalf of and for the account and risk of the indemnifying party.

                                   ARTICLE VII
                                  Miscellaneous

Section 7.1 Risk of Loss.  All risk of loss to the assets and  operations of Net
Express  shall be on  Sellers  prior to the  completion  of the  Closing  on the
Closing Date and on Buyer after the  completion  of Closing on the Closing Date,
In the event any  material  portion of the assets of Net Express is destroyed or
damaged by casualty  or other  cause  prior to the  Closing and not  replaced or


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repaired  by  Sellers  prior to the  Closing  Date,  Buyers may  terminate  this
Agreement by written notice to Sellers.

Section 7.2 Governing Law. This Agreement  shall be governed by and construed in
accordance with the laws of the State of Arizona.

Section 7.3 Entire  Agreement.  This Agreement  constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes and
all prior or  contemporaneous  agreements or understandings  with respect to the
subject matter hereof,  except as set forth in the other agreements  attached as
Exhibits hereto or referred to herein.

Section 7.4 Amendment. This Agreement may not be amended except by an instrument
in writing signed by all parties.

Section 7.5  Severability.  To the full extent  possible each  provision of this
Agreement  shall be  interpreted  in such fashion as to be  effective  and valid
under  applicable  law. If any  provision of this  Agreement is declared void or
unenforceable with respect to any particular circumstances, such provision shall
remain in full force and effect in all other circumstances.  If any provision of
this  Agreement is declared  void or  unenforceable,  such  provisions  shall be
deemed severed from this Agreement and this Agreement shall otherwise  remain in
full force and effect.

Section 7.6 No Third Party  Beneficiary.  Nothing contained in this Agreement is
intended  to benefit or confer any rights on any person or entity not a party to
this Agreement, and no such other person or entity shall have the right or cause
of action hereunder.

Section 7.7 Time.  Time is of the Essence of this Agreement.

Section 7.8 Further  Instruments  and Acts. Each party shall execute and deliver
such further  instruments  and shall perform such further acts as reasonably may
be necessary or appropriate to effectuate the intents of this Agreement.

Section 7.9 Litigation If a dispute  arises out of,  concerns or relates to this
Agreement,  or the breach thereof,  and if the dispute cannot be settled through
negotiation,  the parties agree first to try in good faith to settle the dispute
by mediation  administered  by the American  Arbitration  Association  under its
Commercial Mediation Rules. If the dispute cannot be settled through negotiation
or  mediation,  the Parties  agree to submit the dispute to binding  arbitration
administered  by the  American  Arbitration  Association  under  its  Commercial
Arbitration  Rules, and judgment on the award rendered by the  arbitrator(s) may
be entered in any court having jurisdiction thereof.

Section  7.10  Notices.  Any notices that may be required  under this  Agreement
shall be in writing  and shall be given by  personal  delivery,  delivery  by an
overnight  courier,  or by certified or registered  United  States mail,  return
receipt requested,  to the addresses set forth below, or to such other addresses
as may be  specified  from time ti time in writing and shall be effective on the
earlier of the date or  personal  or  courier  delivery  or five days  following
deposit in the United States mail:


If to Buyer:            Jerry Washburn
                        President
                        OneSource Technologies, Inc.
                        2329 West Mescal
                        Suite 1
                        Phoenix, Arizona 85029

With a copy to:         James A. Deer, Esq.
                        16060 North 81st Street
                        Scottsdale, Arizona 85260

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If to Sellers:          Ahlawyss H. Fulton
                        Pamela R. Fulton
                        9201 North 29th Avenue
                        Suite 302
                        Phoenix, Arizona 85051

Section  7.11  Binding  Effect.  Subject  to the  terms and  provisions  of this
Agreement,  this  Agreement  shall be binding upon, and inure to the benefit of,
the parties  hereto,  and to any  successors to or assigns of Buyer and Seller's
heirs and the personal representatives of Seller's estate.

Section  7.12  Waiver.  The failure of any party to exercise any right or remedy
arising out of a breach of the  Agreement by the other party shall not be deemed
a waiver of any right or remedy  with  respect to any  subsequent  or  different
breach, or the continuance of any existing breach.

Section  7.13  Nonassignability.  This  agreement  may not be assigned by either
party  without the prior written  consent of the other party and any  assignment
made without such consent shall be void and unenforceable.

Section  7.14  Construction.  This  Agreement  is intended to express the mutual
intent of the parties and,  irrespective  of the identity of the party preparing
this  agreement or any  document or  instrument  referred to herein,  no rule of
strict construction against the party preparing any document shall be applied.

Section  7.15  Incorporation  of Recitals and  Exhibits.  The recitals set forth
above and all exhibits  attached hereto are incorporated  into this Agreement by
reference and made a part hereof.

Section 7.16 Expense and Broker's  Fees.  The parties  shall each bear their own
costs,  including  attorneys' fees and accounting  fees,  incurred in connection
with the  negotiation,  due diligence and  preparation  of this  Agreement,  the
Closing of this transaction, and all matters incident thereto. Buyer and Sellers
each  represent and warrant that they have not employed any broker in connection
with this transaction and that the payment of any  commission(s)  due brokers or
finders in connection this transaction  shall be the sole  responsibility of the
party who engaged the Broker.

Section  7.17  Publicity.  The parties  agree to  cooperate as to the timing and
content  of  any  announcement  of  this  transaction  to the  public  or to the
employees or customers.

Section 7.18 No Joint Venture.  The relationship  between the Parties is that of
the Buyer and Seller. Except as expressly set forth in the Employment agreement,
executed as of the joint venture, or partner relationship between the Parties

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
written above.


"SELLERS"                                    "BUYERS"

/s/ Ahlawyss Fulton                          ONESOURCE TECHNOLOGIES, INC.
------------------------
Ahlawyss Fulton

/s/ Pamela Fulton                            /s/ Donald Gause
------------------------                     ------------------------
Pamela Fulton                                Donald Gause,
                                             Secretary/Treasurer

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