EXHIBIT 10.36
                                                                   -------------


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

     This Settlement  Agreement and Mutual Release (the  "Agreement") is entered
into this 1st day of April,  2003 by and between  OneSource  Technologies,  Inc.
("OneSource")    and   Maurice   and   Judith   Mallette    ("Mallette"or    the
"Mallettes")(OneSource  and the  Mallettes are  collectively  referred to as the
"Parties").

                                   WITNESSETH

     Whereas,  OneSource  entered into a Stock  Exchange  Agreement  and Plan of
Reorganization  (the  "Stock  Exchange  Agreement")  on  September  1, 1999 with
Mallette  for the  purchase of their  entire  interest in  Cartridge  Care,  Inc
("Cartridge  Care") for the  consideration of 943,750 shares of OneSource common
voting stock and the continued  employment of Maurice Mallette by Cartridge Care
as its President and Chief  Executive  Officer and by OneSource as its Executive
Vice President and Director; and

     Whereas,  pursuant to the Stock Exchange Agreement,  the stock of Cartridge
Care was accepted by OneSource subject to certain liabilities, including but not
limited to liabilities to Valley First National  Bank,  which  liabilities  were
personally guaranteed by the Mallettes in the amount of $100,000.00; and

     Whereas,  in the course of his  employment  with  Cartridge  Care,  Maurice
Mallette  personally  advanced  certain funds to Cartridge  Care as expenses and
direct capital infusions,  and further claims salary, car expenses, and vacation
pay which have not been paid to the  Mallettes by Cartridge  Care or  OneSource;
and

     Whereas,  a dispute has arisen  concerning the valuation of Cartridge Care,
which dispute resulted in litigation entitled Folino v. Mallette in the Superior
Court of Maricopa County,  (the "Litigation")  which litigation was subsequently
settled by the Mallettes and Folino, which litigation resulted in attorneys fees
for which the Mallettes claim reimbursement, and

     Whereas,  the Mallettes and OneSource  entered into a Settlement  Agreement
and Mutual Release dated February 15, 2001,  including a Promissory  Note in the
principal amount of $10,000.00, the terms of which Settlement Agreement have not
been  performed by OneSource  and no payments  have been made on the  Promissory
Note; and

     Whereas,  the Parties  hereto desire to settle,  compromise,  release,  and
forever  discharge  all matters in dispute  between  them in regard to the Stock
Exchange Agreement, the employment of Maurice Mallette, the Settlement Agreement
and  Mutual  Release  dated  February  15,  2001,  the  Promissory  Note and any
agreements related thereto, the Litigation, the claim for attorneys fees related
thereto,  and any other claims,  cause or causes of action which could have been
asserted  therein,  or  which  may  have  been  asserted  independently  of  the
Litigation  by either  party  against  the other,  arising out of the conduct of
either party at any time through the date of this Agreement,  all upon the terms
and conditions appearing in this Agreement;

                                       1
<PAGE>

     Now,  Therefore,  and in  consideration  of the  foregoing  recitals and in
accordance with the following terms and conditions,  the Parties hereto agree as
follows:

                                   AGREEMENTS

     1.   Settlement Of Litigation And Consideration.

          The Parties agree for the  consideration  stated herein, to settle all
          claims as between  themselves,  and to release fully each party except
          for the obligations contained in this Agreement.  As consideration for
          the settlement,  release,  and the covenants and conditions  herein on
          the part of Mallette,  OneSource  agrees to pay to Mallette the sum of
          One hundred and fourteen thousand five hundred  ($114,500.00)  dollars
          which  shall be payable as set forth  below,  and to deliver the other
          consideration as stated herein:

          a.) OneSource  agrees to pay to the Mallettes by company check the sum
          of Two thousand five hundred ($2,500.00) dollars upon the execution of
          this Agreement. On the first day of May, 2003, and on the first day of
          each  month  thereafter,  through  the  first  day of  November,  2003
          OneSource  shall pay by company  check to the Mallettes the sum of Two
          thousand  five  hundred  ($2,500.00)  dollars.  On  the  first  day of
          December,  2003,  and on  the  first  day  of  each  and  every  month
          thereafter,  through the first day of July, 2004,  OneSource shall pay
          to the Mallettes the sum of Three thousand ($3,000.00) dollars. On the
          first  day of  August,  2004,  and on the  first day of each and every
          month  thereafter,  through  the first day of March,  2005,  OneSource
          shall pay to the  Mallettes  the sum of Three  thousand  five  hundred
          ($3,500.00)  dollars  such that the total of all cash  payments to the
          Mallettes   pursuant  to  this   paragraph  is  Seventy  two  thousand
          ($72,000.00) dollars.

          b.) Concurrently with the execution of this Agreement, OneSource shall
          deliver to the Mallettes an originally executed promissory note in the
          principal  amount  of Forty two  thousand  five  hundred  ($42,500.00)
          dollars, payable in one single sum on April 1, 2005 and convertible at
          the option of the Mallettes to shares of One Source Technologies, Inc.
          common voting stock in  accordance  with its  provisions.  The form of
          this Promissory Note is attached hereto as Exhibit "A".

          c.)  Within  thirty  (30)  days of the  execution  of this  Agreement,
          together with the execution and delivery of the  Investment  Letter by
          the Mallettes,  in form as set forth as Exhibit "B",  OneSource agrees
          to deliver to the Mallettes four stock certificates  aggregating Eight
          hundred and fifty thousand (850,000) shares of OneSource common voting
          stock  registered  in the names of the  Mallettes  as  provided in the
          Investment   Letter.   Three  stock   certificates  shall  be  in  the
          denomination  of 250,000  shares each and the forth stock  certificate
          shall be in the denomination of 100,000 shares.

                                       2
<PAGE>

          d.)  Within  thirty  (30)  days of the  execution  of this  Agreement,
          OneSource  agrees to  deliver to the  Mallettes  an  additional  stock
          certificate, replacing certificate number 1367, in the amount of Fifty
          eight thousand three hundred and thirty three (58,333)  shares,  which
          were  previously  purchased by the Mallettes.  OneSource  additionally
          agrees,  within  the  same  time  frame to issue  and  deliver  to the
          Mallettes an additional  stock  certificate,  in the amount of Seventy
          five   thousand   six  hundred   and  ninety  four  shares   (75,694),
          representing  additional  stock due to the  Mallettes as the result of
          the acquisition of their interest in Cartridge Care from the Mallettes
          by Onesource.

     2. Mutual Release of Liability.

          a.) The  Mallettes  hereby  release  and forever  discharge,  on their
          behalf, and on behalf of their heirs, executors,  administrators,  and
          assigns OneSource and any of its subsidiary  corporations,  and all of
          their respective employees,  officers,  directors,  agents, attorneys,
          successors,  assigns,  and  representatives  from any and all  rights,
          claims,  liabilities,  demands  or  damages  of any  kind  whatsoever,
          whether known or unknown,  resulting without limitation from the Stock
          Exchange  Agreement,  the employment of Maurice  Mallette as President
          and Chief  Executive  Officer of Cartridge Care, and as Executive Vice
          President  and Director of  OneSource,  the  Settlement  Agreement and
          Mutual Release dated  February 15, 2001, the Promissory  Note, and any
          agreements  related  thereto,  the  Litigation,  and  any  claims  for
          attorney fees related thereto,  and any other claims,  cause or causes
          of action which could have been  asserted  therein,  or which may have
          been asserted  independently of the Litigation by either party against
          the other, or any other dealings  between the Parties,  arising at any
          time whatsoever prior to the date of this Agreement.

          b.) OneSource  hereby  releases and forever  discharges,  on behalf of
          itself, and on behalf of its successors,  administrators, and assigns,
          the Mallettes,  their heirs, successors,  and assigns from any and all
          rights, claims, liabilities,  demands or damages of any kind, known or
          unknown,  resulting from the Stock Exchange Agreement,  the Employment
          Agreement,  the employment of Maurice  Mallette as President and Chief
          Executive  Officer of Cartridge Care, and Executive Vice President and
          Director of  OneSource  or any other  dealings  between  the  Parties,
          arising at any time  whatsoever  prior to the date of this  Agreement,
          with the  exception  of the matters set forth in the  indemnity by the
          Mallettes in paragraph 3 below.

     3. Indemnity.

          The Mallettes  agree to fully  indemnify and hold  OneSource  harmless
          from any and all claims,  liabilities,  demands,  damages or causes of
          action of any kind  arising  out of any claims  which they may have or
          which may be made by any other creditor relating to any loan or credit
          agreements  which the Mallettes have signed with a personal  guarantee
          on behalf of OneSource or Cartridge  Care.  Except for such matters as
          are set forth in the indemnity of the Mallettes,  OneSource  agrees to
          indemnify  and defend the Mallettes and to hold them harmless from any
          and all claims,  demands,  or causes of action to the same extent that
          OneSource  currently  indemnifies  its officers and  directors,  which
          claims,  demands, or causes of action may be brought,  threatened,  or
          pending  against  it or  Cartridge  Care by reason of any  actions  by
          OneSource  or any of its  officers,  directors  or employees up to the
          date of this Agreement.

                                        3
<PAGE>

     4. Securities Provisions.

          The  Mallettes  agree to accept the stock set forth in paragraph  1(c)
          above in  unregistered  form with standard  legends  currently used by
          OneSource for similar  securities  transactions in accordance with the
          provisions set forth in the Subscription  Agreement.  The shares, when
          issued, shall be fully paid and non-assessable. The Mallettes agree to
          execute OneSource's standard Subscription Agreement as provided above,
          and in form as  attached  hereto.  OneSource  agrees to  register  the
          shares set forth in  paragraph 1 (c) above,  together  with any shares
          acquired by the  Mallettes  through the exercise of the  conversion of
          the promissory  note in accordance  with the Statement of Registration
          Rights as set forth in  Exhibit  "C"  attached  hereto,  to which both
          parties hereby subscribe.  OneSource shall,  during the performance of
          any obligation set forth in this Agreement,  file quarterly  financial
          statements with the Securities and Exchange  Commission.  In the event
          that  such  statements  are not  filed,  OneSource  will,  during  the
          performance of any obligation set forth in this  Agreement,  supply to
          the  Mallettes  a  quarterly  financial  statement,  which shall be in
          audited  or  reviewed  form  if  available.  If  audited  or  reviewed
          statements are not available,  such unaudited financial  statements as
          are used by management shall be supplied.

     5. Warranties and Representations of the Parties:

          a.) The Parties represent,  warrant,  and agree that they are the sole
          owners of all right,  title,  and  interest  in and to every  claim or
          matter  released  herein,  and have not assigned or transferred to any
          person or entity any claim or other matter released herein.

          b.) Each of the  Parties  represents,  warrants,  and agrees  that the
          recitals as set forth in the preamble to this  Agreement  are true and
          correct as to themselves and that there are no undisclosed liabilities
          which,  based upon  personal  guarantees  of the  Mallettes,  could be
          asserted against OneSource and each Party agrees that the recitals are
          true and correct and are incorporated  herein as if fully set forth in
          the text of this Agreement.

          c.) Each of the  Parties  represents  and  warrants  that  the  person
          signing  this  Agreement on its behalf is duly  authorized  to execute
          this  Agreement  on  behalf  of the  Party  and  that  this  Agreement
          constitutes a valid and binding obligation.

                                        4
<PAGE>
          d.) Each Party  acknowledges that this Agreement has been entered into
          for the  sole  purpose  of  avoiding  the  expense,  uncertainty,  and
          inconvenience  associated  with  prospective  litigation.  Each  Party
          further agrees that this  Agreement  shall not constitute an admission
          of  liability  and  may  not be  used by any  other  Party  or  person
          including  creditors of the Mallettes,  Cartridge Care or OneSource as
          evidence of an admission of liability by any Party or anyone  claiming
          in the  right  of any  party in any  subsequent  dispute  between  the
          Parties  or  otherwise  other  than in an  action  for  breach of this
          Agreement or seeking enforcement of this Agreement.

     6. Notices.

          Notices and other communications required or permitted hereunder shall
          be effective  only if they are in writing and sent by  certified  mail
          postage prepaid addressed as follows:

          If to OneSource, to:

                            OneSource Technologies, Inc.
                            7419 E. Helm Drive
                            Scottsdale, AZ 85260
                            Attn: Len Ksobiech

          With a copy to:

                            James A. Deer
                            2046 West Rose Garden Lane
                            Phoenix, AZ 85027

          If to Mallettes:

                            Maurice and Judith Mallette
                            11744 East Sand Hills Road
                            Scottsdale, AZ 85255

          With a copy to:

                            Christopher Rapp
                            Ryan Woodrow & Rapp, P.L.C.
                            Suite 1500
                            3101 North Central Avenue
                            Phoenix, AZ 85012

     7. Construction.

          In preparing and executing this Agreement,  each Party was represented
          by  counsel.  The  terms and  provisions  of this  Agreement  shall be
          interpreted and construed in accordance with their usual and customary
          meanings  and each  Party  specifically  waives  any rule of law which
          would cause this Agreement to be  interpreted  against any Party whose
          attorney prepared the Agreement.

                                        5
<PAGE>

     8. Entire Agreement.

          Except  for such  Exhibits  as are  attached  hereto,  this  Agreement
          represents  the entire  agreement  between the parties with respect to
          the  subject  matter  hereof  and  supercedes  any  prior   agreement,
          understanding,    negotiation,   or   representation   regarding   the
          transactions contemplated by this Agreement.

     9. Attorneys Fees.

          In the  event of a breach  of this  Agreement,  which  results  in the
          commencement of any subsequent legal action or arbitration proceeding,
          the   prevailing   party  in  such   dispute   shall  be  entitled  to
          reimbursement of reasonable attorney's fees and court costs.

     10. Counterparts.

          This Agreement maybe executed in two counterparts, each of which, when
          executed  and  delivered,  shall be deemed an  original,  and all such
          counterparts shall constitute one and the same instrument. Transmittal
          by facsimile of a signed counterpart shall be deemed to constitute the
          delivery of a fully executed counterpart to the recipient.

     11. Cooperation.

          Each of the Parties  further  agrees that it or they shall execute and
          deliver to the other Party all  instruments  and do such  further acts
          and things as the other Party may reasonably  request when such things
          are necessary to effectuate the purpose of this Agreement.

     12. Jurisdiction, Venue, and Choice of Law.

          Each party hereto consents to the  jurisdiction of the Maricopa County
          Superior Court of the State of Arizona and agrees that all actions and
          proceedings  arising  out of or  relating  to this  Agreement  will be
          litigated  exclusively in such court.  The parties  further agree that
          this Agreement shall be interpreted in accordance with the laws of the
          State of Arizona.

Dated this 1st day of April, 2003.

OneSource Technologies, Inc.                Maurice Mallette

By:                                         /s/ Maurice Mallette
    ----------------------------            ----------------------------

Its:                                        Judith Mallette
    ----------------------------
                                            /s/ Judith Mallette
                                            ----------------------------


                                        6

<PAGE>

                                        A
                                    ---------


THIS SECURITY AND THE SECURITY INTO WHICH IT MAY BE CONVERTIBLE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OTHER THAN TO AFFILIATES
OF HOLDER HEREOF UNLESS AND UNTIL REGISTERED UNDER THE ACT OR IN AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH
OFFER, SALE, OR TRANSFER, PLEDGE OR HYPOTHECATION

                                 Promissory Note

                          (Convertible to Common Stock)


Principal Amount: $42,500
Date of Note Agreement: April 1, 2003

Parties: The Maker is OneSource  Technologies,  Inc. The Holders are Maurice and
Judith Mallette (the "Mallettes").

Loan  Agreement:  In  consideration  for the settlement of  litigation,  and the
promises  as  set  forth  in  the  Settlement  Agreement  and  Release  executed
concurrently  herewith,  Maker  promises to pay to the Mallettes  (Holders),  or
order, in lawful money of the United States of America,  the principal amount of
Forty  two  thousand  five  hundred  ($42,500)  dollars  and no  cents,  without
interest, on the payment date as set forth herein.

Payments:  Maker will pay the  principal  of this Note in one single sum payment
due April 1, 2005.  All  payments  under  this Note shall be made to Holder,  as
Maurice and Judith  Mallette,  11744 East Sand Hills Road,  Scottsdale,  Arizona
85255 or to such other address as Holder shall provide to Maker in writing.

Conversion  Option:  On or prior to the  payment  due date as set  forth  above,
Holders may convert all or any portion of the outstanding  principal  balance of
this Note to shares of common voting stock of OneSource Technologies,  Inc. at a
conversion  price of Ten cents  ($.10)  per  common  share.  This  option may be
exercised  by  written  notice  specifying  the  amount of the  principal  to be
converted addressed to the President or Secretary of Maker and mailed or sent so
that it is received at Makers office on or before 5:00 p.m.,  Mountain  Standard
Time on or before  April 1, 2005.  The  Holders  agree to execute an  investment
letter for the shares in the form commonly  used by the Maker.  Holders agree to
receive  the shares in  unregistered  form  subject to the  standard  legend for
unregistered  securities  used by the  Maker on  similar  sales of  unregistered
securities.

Adjustments:  In the  event of any  capital  adjustment  resulting  from a stock
split,   reverse   stock  split,   stock   dividend,   reorganization,   merger,
consolidation,  or a  combination,  reclassification,  or  exchange of shares of
common stock or any other increase or decrease in the number of issued shares of
of common  stock,  the  number  and kind of shares  into  which this Note may be
converted  and the  conversion  price per share shall not be adjusted,  provided
that,  should  holders of the common  voting shares of the Maker be accorded any
anti-dilution  protection,  the Holders shall be entitled to the same protection
for their option to convert, the conversion price, and any shares into which the
principal of the Note is converted.

<PAGE>


Default: Maker will be in default if:
-------

     a)   Maker fails to make any payment due hereunder within ten (10) days of
          the date of written notice by Holder to Maker to make any late
          payment;

     b)   Maker fails to perform when due any other term, obligation, covenant
          or condition contained in this Note;

     c)   Maker becomes insolvent, a receiver is appointed for any part of
          Maker's property, Maker makes an assignment for the benefit of
          creditors, or any proceeding is commenced by Maker or against Maker
          under any bankruptcy or insolvency laws.

Default Notices: Default notices shall be effective only if they are in writing
and sent by facsimile and certified mail to:

          OneSource Technologies, Inc.
          7419 E. Helm Drive
          Scottsdale, AZ 85260
          Attn: Len Ksobiech
          Facsimile: (480) 889- 1166

With a copy to:

          James A. Deer
          2046 West Rose Garden Lane
          Phoenix, AZ 85027
          Facsimile: (623) 780-4810

Holder's Rights: Upon default, Holder may declare the entire unpaid principal
balance on this Note and all accrued and unpaid interest immediately due and
payable. Holder may increase the interest rate to a default rate of seven
percent (7%).. Holder may exercise any remedy or remedies provided in this Note
or under Arizona law in any order.

Holder's Expenses: In the event Holder utilizes the services of an attorney in
attempting to collect the amounts due hereunder or to enforce the terms hereof
or of any agreements related to this indebtedness, Maker shall pay to Holder, on
demand, all costs and expenses so incurred, including reasonable attorney's
fees, including those costs, expenses and attorney's fees incurred after the
entry of judgement herein or the filing by or against Maker of any proceeding
under any chapter of the Bankruptcy Code, or similar federal or state statutes,
and whether incurred in connection with the involvement of any Holder hereof as
creditor in such proceedings or otherwise.

                                       A-2
<PAGE>

Law Applicable: This Note shall be construed under the laws of the State of
Arizona

General Provisions: Holder may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Maker, to the extent permitted by
law, waives presentment, demand for payment, protest, or notice of dishonor.
Holder may renew or extend this loan, release any party or collateral, or fail
to realize upon or perfect a Holder's security interest in any collateral, and
to take any action deemed necessary by Holder without consent or notice to
anyone except as provided herein.

Jurisdiction, Venue, and Choice of Law: Maker and Holder consent to the
jurisdiction of the Maricopa County Superior Court of the State of Arizona and
agree that all actions and proceedings arising out of or related to this Note
will be litigated exclusively in such court. The Maker and Holder further agree
that this Note shall be interpreted in accordance with the laws of the State of
Arizona.

Assignment. This Note shall be non-assignable.

IN WITNESS WHEREOF, the Maker has caused this Note to be signed in its name this
1st day of April, 2003.

                        Maker
                        OneSource Technologies, Inc.

                        By:
                            ---------------------------------


                        Its:
                            ---------------------------------

                                       A-3
<PAGE>

                                       B
                                    --------


OneSource Technologies, Inc.
7419 East Helm Lane
Scottsdale, Arizona  85260

Attn: Len Ksobiech

Re: Purchase of  850,000  Shares of One Source Technologies, Inc. Common Stock


Gentlemen:

In connection with the issuance of the referenced stock as partial consideration
for the settlement of the claims as between OneSource Technologies,  Inc. (the "
Company")  and Maurice  Mallette and Judith  Mallette (the  "Purchasers"  or the
Undersigned")  the Purchasers hereby represent and warrant to the Company and to
each  officer,  director,  controlling  person,  and agent of the  foregoing  as
follows:

A.   REPRESENTATION OF THE INVESTOR

     1.   The  undersigned  understands  the risks of, and other  considerations
          relating to the purchase of and holding of the Shares of the Company's
          Common Stock (the "Shares").

     2.   The  undersigned  is purchasing the shares for the  undersigned's  own
          account, with the intention of holding the Shares for investment, with
          no present  intention of dividing or allowing others to participate in
          this investment,  or of reselling or otherwise  participating directly
          or indirectly, in a distribution of the Shares. The undersigned agrees
          not to transfer any of the Shares unless they are registered under the
          provisions of the Securities Act of 1933 and any applicable securities
          laws of any state,  unless an exemption from registration is available
          under those laws.

     3.   The undersigned  has knowledge of the business  affairs of the Company
          and has made an independent evaluation of the merits of the securities
          and acknowledges the high risk of the securities.

<PAGE>

     4.   The   undersigned   understands   that  the  provisions  of  Rule  144
          promulgated  under the Act are not  available  to permit the resale of
          the  Shares,  until the  prescribed  waiting  period has  expired  and
          routine sales made in reliance on its provisions could be made only in
          limited amounts and in accordance with the terms and conditions of the
          Rule. The  undersigned  further  understands  that in connection  with
          sales of Shares for which Rule 144 is not available,  registration  or
          compliance  with some other  registration  exemption will be required.
          Rights to registration of the Shares are as provided in the Settlement
          Agreement and Mutual Release.

     5.   The undersigned understands and agrees that stop transfer instructions
          will be given to the Company's transfer agent and agrees that a legend
          will be placed on the certificates for the Shares or any substitutions
          therefore, the legend stating as follows:

          "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT"),  OR THE
          SECURITIES  LAWS OF ANY STATE,  IN RELIANCE UPON  EXEMPTIONS  FROM THE
          REGISTRATION  REQUIREMENTS OF THE ACT AND SUCH LAWS.  THESE SHARES MAY
          NOT BE  TRANSFERRED  NOR WILL  ANY  ASSIGNEE  OR  ENDORSEE  HEREOF  BE
          RECOGNIZED AS AN OWNER HEREOF BY THE ISSUER FOR ANY  PURPOSES,  EXCEPT
          IN  TRANSACTIONS  REGISTERED  UNDER THE ACT AND ANY  APPLICABLE  STATE
          SECURITIES   LAWS  UNLESS  THE   AVAILABILITY  OF  AN  EXEMPTION  FROM
          REGISTRATION  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES LAWS
          WITH RESEPCT TO ANY PROPOSED  TRANSFER OR  DISPOSITION  OF SUCH SHARES
          SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE ISSUER."

          The undersigned  understands and agrees that the Company may refuse to
          permit the transfer of Shares out of the  investors  name and that the
          Shares must be held indefinitely in the absence of compliance with the
          terms of such legend.

     6.   The undersigned represents, if an individual,  that the undersigned is
          at least 21 years of age.

     7.   The  undersigned  is not  subscribing  to the Shares as a result of or
          subsequent   to  any   advertisement,   article,   notice   or   other
          communication published in any newspaper, magazine or similar media or
          broadcast  over  television  or radio,  or presented at any seminar or
          meeting,  or  any  solicitation  of a  subscription  by a  person  not
          previously  known to the undersigned in connection with investments in
          Shares generally.

                                       B-2
<PAGE>

B. INDEMNIFICATION


          The undersigned agrees to indemnify and hold harmless the Company, its
          officers,  directors, agents and shareholders and any other person who
          may be deemed to control the Company from any loss, liability,  claim,
          damage or expense,  arising out of the  inaccuracy of any of the above
          representations,  warranties  or  statements  or  the  breach  of  the
          agreements contained herein.


C.   GENERAL

     This  Investment  Letter (i) shall be binding upon the  undersigned and the
     heirs, legal representatives,  successors,  and assigns of the undersigned,
     (ii) shall be governed,  construed and enforced in accordance with the laws
     of the State of Arizona  applicable to contracts entered into and wholly to
     be performed in Arizona by Arizona residents (except insofar as affected by
     the state  securities or "Blue Sky" laws), and (iii) shall survive the sale
     of the Shares.


Sincerely yours,


-------------------------------


--------------------------------


Please register my shares as follows:


------------------------------
Name or Names of Purchasers

------------------------------
EIN Number


-----------------------------
Street Address


-----------------------------
City, State and Zip Code

                                       B-3


<PAGE>
                                        C
                                   -----------


                        STATEMENT OF REGISTRATION RIGHTS


     THIS STATEMENT OF REGISTRATION RIGHTS (the "Statement"), is dated as of the
___ day of _______________, 2003.

     WHEREAS,  In connection  with the provisions of a Settlement  Agreement and
Mutual Release (the "Settlement Agreement"),  Ahlawyss Fulton and Pamela Fulton,
husband and wife  (collectively  the  "Shareholders")  have acquired One Million
(1,000,000) shares of the common stock, $0.001 par value (the "Common Stock") of
OneSource   Technologies,   Inc.,  a  Delaware  corporation  (the  "Company"  or
"OneSource"),  and have the right to acquire up to an  additional  Seven Hundred
Thousand  (700,000)  shares of Common Stock upon the conversion of a Convertible
Promissory Note (the "Note") of the Company delivered pursuant to the Settlement
Agreement.

     WHEREAS,  the Company desires to grant to the Shareholders the registration
rights set forth herein with  respect to the Common Stock that the  Shareholders
have acquired or may acquire upon conversion of the Note.

     NOW,  THEREFORE,  the  OneSource  hereby  grants  to the  Shareholders  the
following registration rights:

     Section 1. Registration Rights.
                -------------------

          (a) The  Company  shall be  obligated  to the  Shareholders  to file a
     Registration  Statement  under the  Securities Act of 1933, as amended (the
     "Securities  Act")  covering  the shares of Common  Stock as  amended  (the
     "Securities  Act")  covering  the  shares  of  Common  Stock  held  by  the
     Shareholders only as follows:

          (i) Registration  rights shall apply only during the period commencing
          upon the date of this  Statement and  continuing  until the earlier of
          (a) the  disposition  by the  Shareholders  of all the  shares  of the
          Common Stock  acquired  pursuant to the Settlement  Agreement,  or (b)
          June 30, 2006 (the "Rights Period").

          (ii) Whenever,  during the Rights Period, the Company proposes to file
          with the  Securities  and Exchange  Commission  (the  "Commission")  a
          Registration  Statement  (other than a Form S-4 or S-8, or an S-3 used
          in  conjunction  with an S-8 which S-3 is filed  solely to  facilitate
          resales by affiliates  of the Company of Shares issued under  employee
          stock incentive plans, or comparable  registration  statements) of its
          Common Stock,  it shall,  at least 30 days prior to such filing,  give
          written notice of such proposed  filing to the  Shareholders  at their
          address  appearing on the records of the  Company,  and shall offer to
          include  and shall  include  in such  filing  all or a portion  of the
          Shareholders'  Common stock upon receipt by the Company, not less than
          10 days prior to the  proposed  filing date,  of a request  therefore,
          subject to the right of the managing underwriter, in any such offering
          that is  underwritten,  to limit or  eliminate  entirely the number of
          securities  that may be included in such  offering on a pro rata basis
          with any other person on whose behalf securities are being registered.

<PAGE>

          (b)  The  Company  will   maintain  any   Registration   Statement  or
     post-effective  amendment  filed under this Section 1 hereof  current under
     the  Securities  Act until the earlier of (1) the sale of all of the Common
     Stock subject to such Registration  Statement,  or (2) nine months from the
     effective  date  thereof.  If the Company  fails to keep such  Registration
     Statement   current  for  the  period  specified  above,  and  the  selling
     Shareholders  do not sell at least  one-half of the shares of Common  Stock
     which are the  subject  of the  offering,  such  registration  shall not be
     deemed an  exercise  of any of the rights  provided  under  this  Section 1
     hereof.

          (c) All  fees,  disbursements  and  out-of-pocket  expenses  and costs
     incurred by the Company in connection  with the  preparation  and filing of
     any  Registration  Statement  under  Section  1(a)  and in  complying  with
     applicable securities and Blue Sky laws (including, without limitation, all
     attorneys'  fees) shall be borne by the Company.  The selling  Shareholders
     shall  bear  their   proportionate  cost  of  underwriting   discounts  and
     commissions,  if any,  applicable to the Common Stock being  registered and
     the fees and  expenses of their  counsel.  The  Company  shall use its best
     efforts to qualify  any of the  securities  for sale in such  states as the
     selling Shareholders reasonably designate and shall furnish indemnification
     in the manner provided in Section 2 hereof.  However, the Company shall not
     be required  to qualify in any state which will  require an escrow or other
     restriction  relating to the Company and/or any selling  Shareholders.  The
     Company at its expense will supply the selling  Shareholders with copies of
     such  Registration  Statement  and  the  prospectus  or  offering  circular
     included  therein and other related  documents in such quantities as may be
     reasonably requested by them.

          (d) The  Company  shall not be  required  by this  Section 1 to file a
     Registration  Statement  or include the  Shareholders'  Common Stock in any
     Registration  Statement  which is to be filed if, in the opinion of counsel
     for both the  Shareholders  and the Company (or,  should they not agree, in
     the  opinion of another  counsel  experienced  in  securities  law  matters
     acceptable  to counsel  for  Shareholders  and the  Company)  the  proposed
     offering or other  transfer as to which such  registration  is requested is
     exempt from applicable  federal and state securities  registration laws and
     would result in all purchasers or transferees  obtaining  securities  which
     are  not  "restricted  securities",  as  defined  in  Rule  144  under  the
     Securities Act.

          (e) The Company agrees that,  commencing on the date of this Statement
     and until all  Shares  have been sold  under a  Registration  Statement  or
     pursuant  to Rule 144 under the  Securities  Act,  it will keep  current in
     filing all materials  required to be filed with the  Commission in order to
     permit the holders thereof to sell the Shares under such Rule 144.

          (f) No  provision  contained  herein  shall  preclude the Company from
     selling other securities pursuant to any Registration Statement in which it
     is required  to include the  Shareholders'  Common  Stock  pursuant to this
     Section 1.

                                       C-2
<PAGE>


          (g)  For  purposes  of  this  Statement,  the  Company  shall  include
     OneSource  and any  other  entity  which,  directly  or  indirectly,  owns,
     succeeds  to or is  assignee  of any  substantial  portion of the assets or
     business of OneSource (or who is an affiliate of any such other entity) and
     Common Stock shall include the comparable  equity  securities of such other
     entity.  OneSource  shall,  as a condition of any  reorganization,  sale or
     other  transaction  in which another  entity  becomes  owner,  successor or
     assignee of any substantial portion of the assets or business of OneSource,
     require that such entity  acknowledge and agree to be bound by the terms of
     this Statement.


     Section 2. Indemnification.
                ---------------

          (a) In the event of the  filing  of any  Registration  Statement  with
     respect to Shares  pursuant  to  Section 1 hereof,  the  Company  agrees to
     indemnify and hold harmless  each selling  Shareholder  against any losses,
     claims,  damages or  liabilities,  joint or several  (which shall,  for all
     purposes of this  Agreement,  include,  but not be limited to, all costs of
     defense  and   investigation  and  all  attorneys'  fees),  to  which  such
     Shareholder  may become  subject,  under the  Securities  Act or otherwise,
     insofar as such  losses,  claims,  damages or  liabilities  (or  actions in
     respect  thereof)  arise out of or are based upon any untrue  statement  or
     alleged  untrue  statement  of any  material  fact  contained  in any  such
     Registration  Statement,  or  any  related  preliminary  prospectus,  final
     prospectus,  offering  circular,  notification  or amendment or  supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein not misleading;  provided, however, that the
     Company  will not be liable in any such  case to the  extent  that any such
     loss,  claim,  damage or liability arises out of or is based upon an untrue
     statement or alleged untrue  statement or omission or alleged omission made
     in such Registration Statement,  preliminary prospectus,  final prospectus,
     offering  circular,  notification  or  amendment or  supplement  thereto in
     reliance upon, and in conformity with, written information furnished to the
     Company by a selling  Shareholder,  specifically for use in the preparation
     thereof. This indemnity agreement will be in addition to any liability that
     the Company may otherwise have.

          (b) In the event of the  filing  of any  Registration  Statement  with
     respect  to  Common  Stock  pursuant  to  Section 1  hereof,  each  selling
     Shareholder  agrees to indemnify  and hold  harmless the Company,  and each
     person,  if any,  who  controls  the  Company  within  the  meaning  of the
     Securities Act, against any losses,  claims,  damages or liabilities (which
     shall, for all purposes of this Agreement,  include, but not be limited to,
     all costs of defense and  investigation  and all attorneys'  fees) to which
     the Company or any such  controlling  person may become  subject  under the
     Securities  Act or otherwise,  insofar as such losses,  claims,  damages or
     liabilities (or actions in respect  thereof) arise out of or are based upon
     any untrue  statement or alleged  untrue  statement  of any  material  fact
     contained in any such Registration  Statement,  or any related  preliminary
     prospectus, final prospectus,  offering circular, notification or amendment
     or  supplement  thereto,  or arise out of or are based upon the omission or
     the alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading,  but in
     each case only to the extent that such untrue  statement or alleged  untrue
     statement  or omission or alleged  omission  was made in such  Registration
     Statement,  preliminary  prospectus,  final prospectus,  offering circular,
     notification  or amendment or supplement  thereto in reliance  upon, and in
     conformity  with,  written  information  furnished  to the  Company by such
     selling  Shareholder,  specifically for use in the preparation thereof and,
     provided further,  that the indemnity  agreement  contained in Section 2(b)
     shall not inure to the  benefit of the Company  with  respect to any person
     asserting  such loss,  claim,  damage or liability who purchased the Common
     Stock  which is the subject  thereof if the Company  failed to send or give
     (in  violation  of  the  Securities  Act  or  the  rules  and   regulations
     promulgated  thereunder)  a  copy  of  the  prospectus  contained  in  such
     Registration   Statement  to  such  person  at  or  prior  to  the  written
     confirmation  to such  person of the sale of such Common  Stock,  where the
     Company was  obligated  to do so under the  Securities  Act or the rules or
     regulations  promulgated  thereunder.  This indemnity  agreement will be in
     addition to any liability that a selling Shareholder may otherwise have.

                                       C-3
<PAGE>

          (c) Promptly after receipt by an indemnified  party under this Section
     2 of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying  party
     under this  Section 2, notify the  indemnifying  party of the  commencement
     thereof;  but the  omission  so to notify the  indemnifying  party will not
     relieve the indemnifying  party from any liability which it may have to any
     indemnified  party  otherwise  than as to the  particular  item as to which
     indemnification  is then being sought solely pursuant to this Section 2. In
     case any such  action is brought  against  any  indemnified  party,  and it
     notifies  the  indemnifying   party  of  the  commencement   thereof,   the
     indemnifying  party will be entitled to participate  in, and, to the extent
     that it may wish,  jointly  with any  other  indemnifying  party  similarly
     notified,  assume the defense  thereof,  subject to the  provisions  herein
     stated and after  notice from the  indemnifying  party to such  indemnified
     party of its election so to assume the defense  thereof,  the  indemnifying
     party will not be liable to such indemnified party under this Section 2 for
     any legal or other expenses subsequently incurred by such indemnified party
     in  connection  with the defense  thereof  other than  reasonable  costs of
     investigation, unless the indemnifying party shall not pursue the action to
     its final conclusion.  The indemnified party shall have the right to employ
     separate  counsel in any such  action  and to  participate  in the  defense
     thereof,  but the fees and  expenses  of such  counsel  shall not be at the
     expense of the indemnifying party if the indemnifying party has assumed the
     defense  of  the  action  with  counsel  reasonably   satisfactory  to  the
     indemnified  party;  provided that, if the  indemnified  party is a selling
     Shareholder,  the fees and expenses of such counsel shall be at the expense
     of the  indemnifying  party if (i) the  employment of such counsel has been
     specifically  authorized in writing by the indemnifying  party, or (ii) the
     named parties to any such action (including any impleaded  parties) include
     both the selling  Shareholder  and the  indemnifying  party and the selling
     Shareholder  shall have been  advised by such counsel that there may be one
     or more legal defenses  available to the indemnifying  party different from
     or in  conflict  with any  legal  defenses  which may be  available  to the
     selling  Shareholder (in which case the  indemnifying  party shall not have
     the right to assume  the  defense of such  action on behalf of the  selling
     Shareholder,  it being  understood,  however,  that the indemnifying  party
     shall, in connection with any one such action or separate but substantially
     similar or related actions in the same jurisdiction arising out of the same
     general  allegations  or  circumstances,  be liable only for the reasonable
     fees and expenses of one separate  firm of  attorneys  for the  indemnified
     parties,  which firm  shall be  designated  in  writing by the  indemnified
     parties.  No settlement of any action against an indemnified party shall be
     made without the prior  written  consent of the  indemnified  party,  which
     consent shall not be unreasonably withheld.

                                       C-4
<PAGE>

     Section 3. Contribution.
                -------------

     In  order  to  provide  for  just  and  equitable  contribution  under  the
Securities Act in any case in which (i) a selling  Shareholder makes a claim for
indemnification  pursuant to Section 2 hereof but is judicially  determined  (by
the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that
such  indemnification may not be enforced in such case  notwithstanding the fact
that the express  provisions of Section 2 hereof provide for  indemnification in
such case, or (ii) contribution  under the Securities Act may be required on the
part  of  a  selling  Shareholder,  then  the  Company  and  each  such  selling
Shareholder  shall  contribute  to the  aggregate  losses,  claims,  damages  or
liabilities to which they may be subject (which shall,  for all purposes of this
Agreement,   include,   but  not  be  limited  to,  all  costs  of  defense  and
investigation and all attorneys'  fees), in either such case after  contribution
from  others  on the  basis  of  relative  fault as well as any  other  relevant
equitable  considerations.  The relative  fault shall be determined by reference
to,  among other  things,  whether the untrue or alleged  untrue  statement of a
material  fact or the  omission  or alleged  omission  to state a material  fact
relates to information supplied by the Company or a selling Shareholder, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.  The Company and each Shareholder
agree that it would not be just and equitable if  contribution  pursuant to this
Section 3 were  determined  by pro rata  allocation  or by any  other  method of
allocation which does not take account of the equitable  considerations referred
to in this  Section 3. The amount paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages  or  liabilities  or actions in respect
thereof referred to above in this Section 3 shall be deemed to include any legal
or other expenses  reasonably  incurred by such indemnified  party in connection
with  investigating  or defending any such action or claim.  No person guilty of
fraudulent  misrepresentation  within  the  meaning  of  Section  11(f)  of  the
Securities  Act shall be  entitled to  contribution  from any person who was not
guilty of such fraudulent misrepresentation.

                                       C-5


<PAGE>

                                        D
                                    --------

OneSource Technologies, Inc.
7419 East Helm Lane
Scottsdale, Arizona  85260

Attn: Len Ksobiech

Re: Purchase of 75,694 Shares of One Source Technologies, Inc. Common Stock



Gentlemen:

In connection with the issuance of the referenced stock as partial consideration
for the settlement of the claims as between OneSource Technologies, Inc. (the "
Company") and Maurice Mallette and Judith Mallette (the "Purchasers" or the
Undersigned") the Purchasers hereby represent and warrant to the Company and to
each officer, director, controlling person, and agent of the foregoing as
follows:

A.   REPRESENTATION OF THE INVESTOR

     1.   The  undersigned  understands  the risks of, and other  considerations
          relating to the purchase of and holding of the Shares of the Company's
          Common Stock (the "Shares").

     2.   The  undersigned  is purchasing the shares for the  undersigned's  own
          account, with the intention of holding the Shares for investment, with
          no present  intention of dividing or allowing others to participate in
          this investment,  or of reselling or otherwise  participating directly
          or indirectly, in a distribution of the Shares. The undersigned agrees
          not to transfer any of the Shares unless they are registered under the
          provisions of the Securities Act of 1933 and any applicable securities
          laws of any state,  unless an exemption from registration is available
          under those laws.

     3.   The undersigned  has knowledge of the business  affairs of the Company
          and has made an independent evaluation of the merits of the securities
          and acknowledges the high risk of the securities.

<PAGE>


     4.   The   undersigned   understands   that  the  provisions  of  Rule  144
          promulgated  under the Act are not  available  to permit the resale of
          the  Shares,  until the  prescribed  waiting  period has  expired  and
          routine sales made in reliance on its provisions could be made only in
          limited amounts and in accordance with the terms and conditions of the
          Rule. The  undersigned  further  understands  that in connection  with
          sales of Shares for which Rule 144 is not available,  registration  or
          compliance  with some other  registration  exemption will be required.
          Rights to registration of the Shares are as provided in the Settlement
          Agreement and Mutual Release.

     5.   The undersigned understands and agrees that stop transfer instructions
          will be given to the Company's transfer agent and agrees that a legend
          will be placed on the certificates for the Shares or any substitutions
          therefore, the legend stating as follows:

          "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT"),  OR THE
          SECURITIES  LAWS OF ANY STATE,  IN RELIANCE UPON  EXEMPTIONS  FROM THE
          REGISTRATION  REQUIREMENTS OF THE ACT AND SUCH LAWS.  THESE SHARES MAY
          NOT BE  TRANSFERRED  NOR WILL  ANY  ASSIGNEE  OR  ENDORSEE  HEREOF  BE
          RECOGNIZED AS AN OWNER HEREOF BY THE ISSUER FOR ANY  PURPOSES,  EXCEPT
          IN  TRANSACTIONS  REGISTERED  UNDER THE ACT AND ANY  APPLICABLE  STATE
          SECURITIES   LAWS  UNLESS  THE   AVAILABILITY  OF  AN  EXEMPTION  FROM
          REGISTRATION  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES LAWS
          WITH RESEPCT TO ANY PROPOSED  TRANSFER OR  DISPOSITION  OF SUCH SHARES
          SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE ISSUER."

          The undersigned  understands and agrees that the Company may refuse to
          permit the transfer of Shares out of the  investors  name and that the
          Shares must be held indefinitely in the absence of compliance with the
          terms of such legend.

     6.   The undersigned represents, if an individual,  that the undersigned is
          at least 21 years of age.

     7.   The  undersigned  is not  subscribing  to the Shares as a result of or
          subsequent   to  any   advertisement,   article,   notice   or   other
          communication published in any newspaper, magazine or similar media or
          broadcast  over  television  or radio,  or presented at any seminar or
          meeting,  or  any  solicitation  of a  subscription  by a  person  not
          previously  known to the undersigned in connection with investments in
          Shares generally.

                                       D-2
<PAGE>

B.   INDEMNIFICATION

     The  undersigned  agrees to indemnify  and hold  harmless the Company,  its
     officers,  directors,  agents and shareholders and any other person who may
     be deemed to control the Company from any loss, liability, claim, damage or
     expense, arising out of the inaccuracy of any of the above representations,
     warranties or statements or the breach of the agreements contained herein.

C.   GENERAL

     This  Investment  Letter (i) shall be binding upon the  undersigned and the
     heirs, legal representatives,  successors,  and assigns of the undersigned,
     (ii) shall be governed,  construed and enforced in accordance with the laws
     of the State of Arizona  applicable to contracts entered into and wholly to
     be performed in Arizona by Arizona residents (except insofar as affected by
     the state  securities or "Blue Sky" laws), and (iii) shall survive the sale
     of the Shares.

Sincerely yours,


-------------------------------


--------------------------------


Please register my shares as follows:


------------------------------
Name or Names of Purchasers

------------------------------
EIN Number

-----------------------------
Street Address

-----------------------------
City, State and Zip Code

                                       D-3