EXHIBIT 10.5


$400,000


March 31, 1999

          One hundred and eighty days (180) after date, for value received,  the
undersigned  promises  to  pay to  the  order  of  OneSource  Technologies  (the
"Company"),  at 2329 W. Mescal, Suite 304, Phoenix,  Arizona,  85029, $400,000 ,
with  interest  from this  date,  at the  rateof  6%  percent  per year,  having
deposited with the Company the property described in the annexed schedule, which
the undersigned  warrants and represents is of a present market value of ______,
as  collateral  security  for the  payment  of this  note,  or any note or other
instrument  given in  extension  or  renewal  of this  note,  as well as for the
payment of all other present or future  liabilities  of the  undersigned  to the
Company,  including all costs and expenses which may be incurred by the Company,
or by the holder of this note,  in the  collection of this note or any extension
or  renewal  of it,  or in  the  collection  of  any  other  present  or  future
liabilities  of  the  undersigned  to  the  Company,  or in  sale,  delivery  or
protection of the deposited collateral,  or of any additions or substitutes,  or
of any other  property  in which a lien or security  interest  is given,  all of
which costs and expenses  (including  taxable  legal costs and charges for legal
services) the undersigned agrees to pay. The obligation  evidenced by this note,
and by any  extensions  or  renewals  in whole or in part,  and all of the other
obligations above specified,  are included in the expression "such  liabilities"
as used in this note.

          1.         Additional securities.

          The undersigned agrees to deliver to the Company additional securities
to its satisfaction,  on demand,  should the market value of any property at any
time held hereunder  decline,  or should any change in their  marketability,  or
should any of such securities for other reasons be deemed  unsatisfactory to the
Company.

          2.         Transfer of collateral.

          The Company is authorized, in its discretion,  whether or not any such
liabilities  are due, to transfer to its own name,  or to the name of a nominee,
any property  held as security;  and in its name, or in the name of any nominee,
or in the name of the  undersigned,  or  otherwise,  to sue for and  receive any
money or property at any time payable with respect to such property,  or to make
any compromise or settlement it deems desirable with respect thereto. Insofar as
any  collateral  shall consist of negotiable  instrument or chose in action,  in
whole or in part, as to other parties liable thereon,  without thereby incurring
responsibility to, or discharging,  or otherwise  affecting any liability of the
undersigned  and  the  undersigned  waives  presentation,   protest,  notice  of
nonacceptance,  and notice of nonpayment of all such  negotiable  instruments to
which the undersigned may be a party.

          3.         Default and acceleration.

          On the nonperformance of any of the promises continue in this note, or
upon the nonpayment of any such  liabilities at maturity,  or in the case of the
failure of the undersigned to meet a maturity any liability of the  undersigned,
either  to the  Company  or to any  other  party,  or upon  the  failure  of the
undersigned  forthwith to furnish additional security to the satisfaction of the
insolvency or failure in business of, or appointment  of a receiver,  trustee or
custodian  for  the  undersigned,  or the  entry  of any  judgment  against  the
undersigned,  or the entry of any judgment  against the  undersigned,  or a levy
under a warrant of  attachment  upon the credit or property  of the  undersigned
with the  Company,  or in case any petition in  bankruptcy  shall be filed by or
against the  undersigned,  or any proceedings in bankruptcy or under any acts of
Congress  or other  governmental  authority  relating  to the  relief of debtors
should be commenced for the relief or  readjustments  of any indebtedness of the
undersigned,   either  through   reorganization,   composition,   extension,  or
otherwise,  all such liabilities of the undersigned  shall, at the option of the
Company, immediately mature and become forthwith due and payable, without demand
or notice.




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          4.         Sale of collateral.

          In the  event of  default,  full  power  and  authority  are given the
Company to sell, assign, and deliver the whole or any part of such collateral at
public or private  sale,  or at any stock  exchange or brokers'  board,  at such
terms as it may deem best, without demand, advertisement, or notice of any kind,
all of which are  waived.  If any such  collateral  is  disposed of at a private
sale,  the Company shall be relieved from all liability or claim for  inadequacy
of price.  At any such sale,  the Company may itself  purchase  the whole or any
part of such  collateral,  free from any right of  redemption on the part of the
undersigned,  which is waived and  released.  If any such  collateral is sold on
credit or for future  delivery,  the  collateral  so sold may be retained by the
Company until the selling price is paid by the purchaser,  but the Company shall
incur no  liability  in case of failure of the  purchaser to take up and pay for
the collateral so sold. In case of any such failure, the collateral may be again
sold.

          5.         Application of sale proceeds.

          In case of sale  for any  cause,  or of  receipt  of any  payments  of
principal or income on account of any such collateral, the Company may apply the
proceeds  of the sale or sales so made or the  payments  so  received to pay any
such of liabilities to the Company, as the Company or any one of the surplus, if
any, to the undersigned.

          6.         Continued liability.

          Notwithstanding  the holding by the Company of such collateral for the
payment of such liabilities, or any sale, exchange, enforcement,  collection of,
realization  upon,  or  compromise  or  settlement,  actual or  attempted,  with
reference to any of such  collateral for the payment of such  liabilities or any
sale, exchange, enforcement,  collection of , realization upon, or compromise or
settlement,  actual or attempted, with reference to any of such collateral,  the
undersigned  shall be and  remain  liable  for the  payment  in full of all such
liabilities,  except  only to the  extent  that  such  liabilities,  or any part
thereof,  shall be reduced by payment,  or actual  application by the Company of
such collateral or the proceeds.

          7.         Waiver of inaction.

          The  Company  shall not be liable for  failure to  collect,  or demand
payment of, or protest, or give notice of nonpayment of, such collateral, or any
part of it,  or for any  delay in so  doing,  nor  shall  the  Company  be under
obligation to take any action whatever in regard to such collateral or any part.

          8.         Substitutions, extensions.

          The collateral may from time to time, by mutual consent,  be exchanged
for other property,  which shall be held by the Company subject to all the terms
of this note.  All the terms  hereof shall apply to all noted given in extension
or renewal of this note, and to all substituted and additional collateral.

          9.         Transfers.

          The Company may transfer  this note,  and may deliver and transfer the
collateral or any part then held, to any transferee,  who shall thereupon become
vested with all the rights of the Company to the collateral so transferred,  and
the Company shall  thereafter be forever  relieved and fully discharged from all
liability or responsibility under this note as to such collateral or as indorser
or otherwise;  but as respects any  collateral  not so  transferred  the Company
shall retain all rights hereby given.

          10.        Waivers.

          No delay on the part of any  holder  of this  note in  exercising  any
power or right  hereunder  shall operate as a waiver of any power or right;  nor
shall any single or partial  exercise  of any power or right  preclude  other or
further exercise,  or the exercise of any power or right, and no waiver whatever
shall be valid unless in writing, signed by the holder of this note, and only to
the extent  therein  set forth.  Should the Company at any time make any call or
calls for


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collateral  or give any notice or notices of  intention to sell  collateral,  or
other notices, the making of such calls or the giving of such notices, no matter
how many  times  repeated,  shall  not  constitute  a waiver of the right of the
Company  to  sell  collateral,   without  demand  or  notice,   in  any  of  the
contingencies  in which the Company is  authorized  to sell  collateral  without
demand or notice.

          11.        Notice.

          Calls for collateral or any notices to the  undersigned by the Company
shall be addressed to the undersigned at the address given below.

          12.        Miscellaneous.

          All  transactions  between the Company and the  undersigned  are to be
construed according to the laws of the State of Colorado. Captions to paragraphs
are included for  convenience  only, and shall not apply to the  construction or
interpretation of this note.

/s/ Michael Fischer
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