EXHIBIT 10.14

               STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
                                    (Amended)


This Stock Exchange  Agreement and Plan of  Reorganization  (the "Agreement") is
made and entered  into  effective as of this 1st day of  September,  1999 by and
between  OneSource  Technologies,  Inc.,  a Delaware  corporation,  (hereinafter
"OneSource"),  and  Cartridge  Care,  Inc.,  an  Arizona  corporation,  and  its
shareholders  Maurice  Mallette and Judith Mallette,  husband and wife,  Maurice
Mallette as fiduciary of the Maurice  Mallette IRA, and Pasquale Rizzi, a single
man,  (hereinafter   "Cartridge  Care"  and/or  "Shareholders"  as  the  context
requires).


                                    RECITALS


A. The Shareholders own one hundred (100%) percent of the issued and outstanding
shares (the "CC Shares") of the common stock of Cartridge Care, Inc. ("Cartridge
Care"),  an Arizona  corporation,  which stock  consists of three  hundred (300)
Shares  of no par value  common  stock,  represented  by  Certificate  Numbers 4
through 7 registered in the names of the Shareholders.

B. The Shareholders desire to exchange shares in a reorganization with OneSource
and  OneSource  desires  to  exchange  its  shares  (the "OS  Shares")  with the
Shareholders  and make Cartridge Care a wholly owned  subsidiary of OneSource on
the terms and  conditions  set forth  herein,  and to enter into  certain  other
agreements in respect thereof, as set forth below.

C. The Boards of Directors of OneSource  and  Cartridge  Care have  approved the
acquisition  of all of the shares of Cartridge Care by OneSource in exchange for
shares of OneSource.

D. For federal  income tax purposes,  it is intended that the exchange of shares
shall qualify as a  reorganization  within the meaning of Section  368(b) of the
Internal Revenue Code of 1986 as amended.

Now,  Therefore,  for  and  in  consideration  of  the  mutual  representations,
warranties,  covenants,  agreements,  and undertakings contained herein, and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby  acknowledged,  OneSource,  Cartridge Care and the Shareholders  agree as
follows:





<PAGE>



                                   AGREEMENTS

                                    ARTICLE I

                                Purchase and 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     "OneSource" is 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     "Shareholders" is defined in the first paragraph, and may be used
               interchangeably with "Stockholders".

     1.1.6     Generally Accepted Accounting Principals ("GAAP") is  defined  in
               Section 2.2.3.

     1.1.7     "Cartridge Care" is defined in Recital A.

     1.1.8     "CC Shares" is defined in Recital A.

     1.1.9     "OS Shares" is defined in Recital B.

Section  1.2  Agreement  to Exchange  Stock.  On the  Closing  Date,  or as soon
thereafter  as they are able,  Shareholders,  who hold their shares as set forth
below, agree to transfer, assign and deliver such shares constituting all of the
issued and outstanding  shares of CC Stock,  solely for shares of OS stock,  and
OneSource agrees to receive and exchange its stock for the  Shareholder's  stock
in Cartridge  Care.  The number of shares of Cartridge  Care, and the number and
character  of shares  which are to be  assigned,  transferred  and  delivered by
OneSource to each Shareholder  pursuant to this Agreement are set forth opposite
the name of each Shareholder, as set forth below:





<PAGE>



<TABLE>
<S>                     <C>                   <C>                <C>
                        CC Stock              OS Stock           Character of OS
                        To Be    Delivered    To Be Delivered    Stock and
Shareholder             to OneSource          To Shareholder     Price Per Share
------------------      ------------------    ----------------   ------------------
Pasquale Rizzi          150 Shares            943,750 shares     144 Stock @ $.31788
                        CC Common
                        Stock

Judith and
Maurice Mallette        75 Shares             437,500 shares     144 Stock @ $.31788
                        CC Common
                        Stock

Maurice Mallette
As Fiduciary of the
Maurice Mallette
IRA                     75 Shares             506,250 shares     144 Stock @ $.31788
                        CC Common
                        Stock
</TABLE>

(a) The stock  defined as 144 stock has not been  registered  under the  federal
Securities Act of 1933 or under any state  securities laws. The certificates for
144 stock will be issued  with the  standard  legend for OS stock as used by the
Company.

(b) The parties further acknowledge that additional stock issuances by OneSource
in the future are contemplated,  including without limitation the issuance of up
to 1.2 million shares of OneSource  common stock pursuant to the incentive stock
option plan, and a possible public offering of an as yet undetermined  amount of
OneSource  common  stock,  and  possible  undetermined  amounts  for  additional
acquisitions which are as yet unidentified;  provided that this  acknowledgement
shall not obligate OneSource to issue any of its common stock in any amounts for
any  purposes  whatsoever.  Accordingly,  OneSource  common  shares  acquired by
Shareholder may be subject to dilution.

(c) If for any  reason  one  Stockholder  shall  fail or refuse to  transfer  to
OneSource  all of the CC  Shares  owned by such  Stockholder,  such  failure  or
refusal shall not relieve any of the other  Stockholders of any obligation under
this Agreement.  OneSource, in its sole discretion, and without prejudice to its
rights  against  such  defaulting  Shareholder,  may elect to  proceed  with the
exchange of shares with the other  Shareholders  or may elect to terminate  this
Agreement without liabilities to any Shareholder hereunder.





<PAGE>



                                   ARTICLE II

                                     Closing


Section 2.1 Closing Date. The closing of the  transactions  contemplated by this
Agreement (the "Closing")  shall occur effective on September 1, 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  September 30, 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 9:00 AM at 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 Shareholder's Deliveries at Closing. At or before the Closing, or as
soon  thereafter as Shareholders  are able to obtain their Shares,  Shareholders
shall deliver to OneSource in transferable form:

        2.2.1 Certificates  Numbered 4 through 7 evidencing three hundred Shares
        of CC Stock duly  endorsed to  OneSource  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
        OneSource.

        2.2.2 A Subscription  Agreement for OneSource  stock in form as attached
        hereto as Exhibit "A", executed by Sellers.

        2.2.3 A Balance Sheet of Cartridge Care prepared as of July 31, 1999 and
        an Income  Statement of Cartridge  Care covering the period from January
        1, 1999  through  July 31,  1999,  which  fully,  accurately  and fairly
        present the financial  position of Cartridge Care as of the date and for
        the period  indicated.  Copies of the Balance Sheet and Income Statement
        have  previously been delivered to OneSource.  The financials  presented
        were  prepared  on the  basis  of GAAP  (generally  accepted  accounting
        principals).

        2.2.4 The corporate books and records of Cartridge  Care,  including but
        not limited to the  Articles and By Laws of the  corporation,  the stock
        books and registers, and all other files, documents and licenses related
        to the business of Cartridge Care.

        2.2.5  Shareholders  shall  execute and  deliver  such other and further
        documents as are  reasonably  required to effectuate the transfer of the
        Shares by Shareholders to OneSource.

All  documents  delivered  by  Shareholders  shall  be in form  satisfactory  to
OneSource and its counsel.

Section 2.3  OneSource's  Deliveries  at  Closing.  At the  Closing,  or as soon
thereafter as reasonably  practicable,  OneSource  shall deliver to Shareholders
the following:



<PAGE>



        2.3.1  Stock  certificates  for OS Stock as  specified  in Section  1.2,
        issued in the respective names of the  Shareholders  entitled thereto by
        delivery to each such  Shareholder of its stock  certificate  evidencing
        the purchase price as provided in paragraph 1.2.

        2.3.2 An audited  Balance  Sheet of OneSource  Technologies,  Inc. as of
        December  31,  1998  and  an  audited  Income   Statement  of  OneSource
        Technologies  covering the period from January 1, 1998 through  December
        31, 1998  together  with an unaudited  balance sheet as of July 31, 1999
        and an unaudited  income statement from January 1, 1999 through July 31,
        1999, which fully,  accurately and fairly present the financial position
        of OneSource  Technologies as of the date and for the periods  indicated
        and are free of any material misstatements.  Copies of the Balance Sheet
        and Income  Statement at OneSource have previously been delivered to the
        Shareholders of Cartridge Care. The financials presented shall be on the
        basis of GAAP accounting.

        2.3.3   An Offering Memorandum of OneSource Technologies dated April 15,
        1999.

All  documents   delivered  by  OneSource  shall  be  in  form  satisfactory  to
Shareholders and their Counsel.


                                   ARTICLE III

                         Representations and Warranties

Section 3.1 Shareholders' Representations and Warranties. Shareholders represent
and warrant to Buyer that:

        3.1.1 The number of CC Shares  issued to Sellers is 300 shares issued on
        certificates numbered 4 through 7.

        3.1.2 The CC Shares as set forth in paragraph  3.1.1  constitute  all of
        the issued and outstanding  capital stock of Cartridge Care and there is
        no other stock,  option,  warrant,  convertible  note or other security,
        subscription,  or  other  agreement  to buy,  or sell  any  security  of
        Cartridge Care issued and outstanding or enforceable  against  Cartridge
        Care.

        3.1.3  The CC  Shares  transferred  to  OneSource  are duly  authorized,
        validly  issued,  fully paid and  non-assessable  and are owned free and
        clear of any  lien,  encumbrance,  pledge,  charge,  claim,  limitation,
        agreement,  or  restriction by  Shareholders  and will be transferred to
        OneSource free and clear of all liens,  claims,  encumbrances,  pledges,
        charges,  limitations,  agreements, or restrictions and such Shares will
        not be subject to any voting trust, valid proxy, or voting agreement.

        3.1.4 This Agreement  constitutes,  and other  instruments and documents
        Shareholders   are  required  to  deliver  under  this   Agreement  will




<PAGE>



        constitute, when executed and delivered, the legally  valid  and binding
        obligations  of  Shareholders,   enforceable   against  Shareholders  in
        accordance with their respective terms.

        3.1.5 Cartridge Care is a corporation  duly formed and validly  existing
        under  the laws of the State of  Arizona  and is duly  qualified  in all
        jurisdictions in which it does business and has full power and authority
        to execute and deliver all  instruments  and documents  contemplated  by
        this  Agreement to be executed  and  delivered  by  Cartridge  Care,  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 The  execution,  delivery  and  performance  of this  Agreement by
        Shareholders  and the  consummation by Shareholders of the  transactions
        contemplated  herein will not conflict with or constitute a breach of or
        a default under any contract, agreement,  indenture,  instrument, order,
        judgment,  decree, law,  restriction or regulation by which Shareholders
        or Cartridge Care is bound.

        3.1.7  To  Shareholders'   actual  knowledge  neither  Shareholders  nor
        Cartridge Care 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
        Cartridge  Care in  substantially  the same  manner as such  business is
        presently  being  operated  on the date  hereof.  All  licenses  held by
        Cartridge  Care are valid and existing and no license has been suspended
        or revoked by any jurisdiction in which Cartridge Care does business.

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

        3.1.9 Shareholders represent that there are no outstanding leases either
        real or personal of Cartridge  Care as of the  Closing,  except for such
        auto  leases  as are  reflected  on its  financials,  and a lease of its
        current office space which expires October 1, 1999.

        3.1.10 Except for the agreements  previously  disclosed and reflected on
        its  financials,  Cartridge  Care is not a party to any  other  material
        agreements or contracts, written or verbal.

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

        3.1.14 All employees of Cartridge  Care,  are correctly  classified  and
        there are no contingent  liabilities for employee trust fund or employee
        taxes. Cartridge Care has employed independent contractors as previously
        disclosed All payroll,  taxes,  withholding,  and trust fund taxes,  and
        worker's compensation insurance related to periods prior to December 31,



<PAGE>



        1998 have been paid on a timely basis  by  Cartridge Care and the second
        quarter  payment of  such amounts due June 30, 1999,  has been paid when
        due.

        3.1.15  Cartridge  Care has  filed all  required  tax  returns  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 privilege taxes due
        and payable in connection  with the operation of Cartridge Care 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 July 31,
        1999.

        3.1.16  Cartridge  Care has taken  reasonable  steps to ensure  that its
        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.

        3.1.17  To  Shareholders'   actual  knowledge  Cartridge  Care  has  not
        improperly  used,  stored,  or disposed of any chemicals or materials in
        violation of federal, state, or local law.

        3.1.18  Shareholders  are  responsible for all of the tax aspects of the
        transaction  as they affect  their  exchange of Shares and  Shareholders
        represent  that they have not relied on OneSource  for tax advice.  Both
        parties  represent that it is their intention to maintain their interest
        in the  other,  and that they have no  present  plans to dispose of such
        interest.

        3.1.19  Shareholders  acknowledge that they are accredited  investors as
        that term is used in  Regulation D  promulgated  by the  Securities  and
        Exchange Commission under the Securities Act of 1933.

        3.1.20  Shareholders  have not  engaged  the  services  of a  Broker  in
        connection with the transactions contemplated by this Agreement.

Section 3.2 OneSource's Representations and Warranties. OneSource represents and
warrants to Shareholders 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  OneSource  enforceable  against  OneSource  in
        accordance with its respective terms.




<PAGE>



        3.2.2  The  execution,  delivery,  and  performance of this Agreement by
        OneSource  and  the  consummation  by  OneSource  of  the   transactions
        contemplated  herein will not conflict with or constitute a breach of or
        a  default under any contract, agreement, indenture, instrument,  order,
        judgment, decree, law, restriction,  or regulation by which OneSource is
        bound.  OneSource 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  OneSource  of  this
        Agreement or the transactions, contemplated by this Agreement.

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

        3.2.4 OneSource  acknowledges  and agrees that neither  Shareholders nor
        Cartridge Care is guaranteeing  that any of Cartridge Care accounts will
        be collected, or are collectible.

        3.2.5  To  OneSource's  actual  knowledge  there is no  action,  suit or
        proceeding  pending or threatened  against OneSource before any court or
        administrative  agency  which  could  prevent the  carrying  out of this
        Agreement by  Shareholders.  Current  litigation  in which  OneSource is
        engaged has been disclosed to Shareholders..

        3.2.6 OneSource has furnished  financial  statements to Shareholders for
        review  prior to Closing and hereby  represents  and  warrants  that the
        aforesaid financials fully, accurately, and fairly present the financial
        position of OneSource as of the dates and for the period  indicated  and
        are free from any material  misstatements.  OneSource further represents
        that,  since the date of such  financial  statements  there have been no
        material  adverse  changes in the  financial  condition  or prospects of
        OneSource.

        3.2.7 The Offering  Memorandum dated April 15, 1999 is true, correct and
        complete  in all  material  aspects  except  such  as  have  been  fully
        disclosed to Shareholders.

Section 3.3 Survival of Representations and Warranties.  All representations and
warranties   contained  in  this   Agreement,   whether  made  by  OneSource  or
Shareholders,  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.



<PAGE>



                                   ARTICLE IV

                         Covenants of Sellers and Buyers


Section 4.1 Operation of Business of Cartridge  Care. From July 31, 1999 through
the Closing


Date hereof,  Shareholders  agree to operate  Cartridge Care in accordance  with
their past  practice and to carry on its  operations  in the ordinary  course of
business.  Shareholders shall not consummate any transaction not in the ordinary
course of business.

Section 4.2 Operation of Business of  OneSource.  From July 31, 1999 through the
Closing Date hereof, OneSource agrees to operate its business in accordance with
past practice and to carry on its operation in the ordinary course of business.


                                    ARTICLE V

                               Closing Conditions


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

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

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

Section  5.2  Conditions  Precedent  to  OneSource's  Obligation  to Close.  The
obligation of OneSource 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   Shareholders  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 Shareholders in this
        Agreement are true on the date thereof and on the Closing Date.

Section 5.3 Waiver of Conditions. Either Shareholders or OneSource 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 Obligations of Shareholders. Shareholders agree to indemnify, hold harmless,
and to reimburse  OneSource  and  Cartridge Care and their respective directors,



<PAGE>



officers, employees,  affiliates, agents and assigns (the "Indemnified Parties")
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 Shareholders in or pursuant to this
Agreement.

6.2 Obligations of OneSource.  OneSource agrees to indemnify,  hold harmless and
to reimburse  the  Shareholders  of Cartridge  Care 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 OneSource in or pursuant to this
Agreement and further agrees except to the extent that damages are caused by the
acts of  Shareholders  as  executive  officers of Cartridge  Care,  to indemnify
Shareholders from any acts related to the future operation of Cartridge Care.

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
Cartridge Care shall be on  Shareholders  prior to the completion of the Closing
on the Closing  Date and on  OneSource  after the  completion  of Closing on the
Closing Date. In the event any material  portion of the assets of Cartridge Care
are destroyed or damaged by casualty or other cause prior to the Closing and not
replaced or repaired by  Shareholders  prior to the Closing Date,  OneSource may
terminate this Agreement by written notice to Shareholders.

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




<PAGE>



Section 7.3 Entire  Agreement.  This Agreement  constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes any
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 any 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 intent 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 to time in writing and shall be effective on the
earlier of the date of  personal  or  courier  delivery  or five days  following
deposit in the United States mail:




<PAGE>



If to OneSource:         Jerry Washburn
                         President
                         OneSource Technologies, Inc.
                         2329 West Mescal
                         Suite 304
                         Phoenix, Arizona 85029

With a copy to:          James A. Deer, Esq.
                         16060 North 81st Street
                         Suite 1
                         Scottsdale, Arizona 85260

If to Shareholders:      Maurice E. Mallette and
                         Judith A. Mallette
                         11744 East Sand Hills Road
                         Scottsdale, Arizona 85255
                         Pasquale Rizzi
                         17837 North 53rd Street
                         Scottsdale, Arizona 85254

With a copy to:          James A. Deer, Esq.
                         16060 North 81st Street
                         Suite 1
                         Scottsdale, Arizona 85260

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 toSeller's
heirs and the personal representatives of Seller's estates.

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.





<PAGE>



Section 7.16 Expenses 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 with 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 employees or
customers.

Section 7.18 No Joint Venture.  The relationship  between the Parties is that of
Buyer and Seller. Except as expressly set forth herein nothing in this Agreement
shall create, nor be construed to create, any agency,  joint venture, or partner
relationship between the Parties.

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


                                     ONESOURCE TECHNOLOGIES, INC.

                                     By: /s/ Jerry Washburn
                                     ------------------------------
                                           Jerry Washburn,
                                           President

Attest:

/s/ Donald Gause
Donald Gause
Secretary/Treasurer



                                     STOCKHOLDERS

                                     /s/ Pasquale Rizzi
                                     ------------------------
                                     Pasquale Rizzi

                                     /s/ Judith Mallette
                                     ------------------------
                                     Judith Mallette

                                     /s/ Maurice Mallette
                                     ------------------------
                                     Maurice Mallette

                                     /s/ Maurice Mallette
                                     ------------------------
                                     Maurice Mallette as fiduciary of the
                                     Maurice Mallette IRA