EXHIBIT 10.37
                                                                   -------------


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE


     This Settlement  Agreement and Mutual Release (the  "Agreement") is entered
into this 19th day of May,  2003 by and  between  OneSource  Technologies,  Inc.
("OneSource") and Ahlawyss and Pamela Fulton, (the  "Fultons")(OneSource and the
Fultons are collectively referred to as the "Parties").


                                   WITNESSETH

     Whereas,  OneSource  entered into a Stock  Exchange  Agreement on April 15,
1999 with the Fultons for the purchase of their entire  interest in Net Express,
Inc. for the  consideration  of 727,946 shares of OneSource  common voting stock
and an  employment  contract for the  continued  employment  of Al Fulton by Net
Express; and

     Whereas,  pursuant to the Stock Exchange Agreement the stock of Net Express
was accepted by OneSource subject to certain liabilities  including  liabilities
to  Sun  Trust  Credit  (Textron)  and to  Transource,  which  liabilities  were
personally guaranteed by Fulton; and

     Whereas,  in  the  course  of  his  employment  with  Net  Express,  Fulton
personally  guaranteed  certain  other  credit  lines  and  liabilities  for Net
Express,  including  Bank  One  Arizona,  Key  Bank/Costco,  Sun  Trust/Textron,
Advanta,  GE Capital,  and Capital One, which  liabilities have not been paid by
Net Express or Fulton; and

     Whereas,  pursuant to the Stock Exchange  Agreement  Fulton has made claims
against OneSource for indemnity for his personal  guarantees and  indebtednesses
incurred on behalf of Net Express,  and OneSource has disputed the applicability
of the  provisions  of the Stock  Exchange  Agreement  to  provide  the  claimed
indemnity; and

     Whereas,  OneSource, Net Express, and Fulton were sued by Bank One, Arizona
in a case entitled Bank One Arizona vs. OneSource Technologies,  et al, Maricopa
County Superior Court Case No.  CV2000-003676  (hereafter "the Litigation"),  in
which case the Fultons filed  crossclaims  against  OneSource  seeking indemnity
from  OneSource  for  all  credit  lines  and  liabilities  which  Fulton's  had
personally guaranteed on behalf of OneSource or Net Express, and OneSource filed
its Answer and Counterclaim alleging damages against Fulton due to mismanagement
of Net Express; 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  Agreement,  and  any  agreements  related
thereto,  the  Litigation,  and any other cause or causes of action  which could
have been  asserted  therein,  or which may have been  asserted by either  party
against  the other,  whether  such  matters  have or have not been raised in the
pleadings, all upon the terms and conditions appearing in this Agreement;

<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  dismiss  their   counterclaims   and
       crossclaims in the  Litigation  with prejudice to their rights to refile.
       As  consideration  for the  settlement,  release,  and the  covenants and
       conditions  herein  on the part of  Fulton,  OneSource  agrees  to pay to
       Fulton the sum of Sixty  thousand  ($60,000.00)  dollars  which  shall be
       payable as set forth  below,  and to deliver the other  consideration  as
       stated herein:

     a.)  Within ten (10) days of the  execution  of this  Agreement,  OneSource
          agrees to pay to Fulton by company  check the sum of Two thousand five
          hundred  ($2,500.00)  dollars. On the fifteenth day of May, and on the
          fifteenth day of each month  thereafter,  through the fifteenth day of
          March,  2004  OneSource  shall  pay by  company  check  the sum of Two
          thousand five hundred  ($2,500.00)  dollars each and every month, such
          that the total of all cash  payments is Thirty  thousand  ($30,000.00)
          dollars.  Upon receipt of written notice by Fulton directing OneSource
          to pay the amounts provided in this paragraph by joint check to Fulton
          and bank One Arizona, OneSource agrees to make all further payments in
          the name of the joint  parties.  OneSource  shall not be deemed by the
          terms  of this  Agreement  to have  undertaken  liability  to Bank One
          Arizona or to any other creditor of Fulton.

     b.)  Concurrently  with the execution of this  Agreement,  OneSource  shall
          deliver  to  Fulton  an  originally  executed  promissory  note in the
          principal amount of Thirty thousand ($30.000.00)  dollars,  payable in
          one  single  sum on April 15,  2004 and  convertible  at the option of
          Fulton 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  Subscription  Agreement  by
          Fulton,  in form as set  forth as  Exhibit  "B",  OneSource  agrees to
          deliver  to Fulton a stock  certificate  for One  million  (1,000,000)
          shares of OneSource common voting stock registered in the names of the
          Fultons as provided in the Subscription Agreement.

     d.)  Within thirty (30) business days of the execution of this Agreement, a
          Stipulation of Judgment in the amount of Sixty  thousand  ($60,000.00)
          dollars and no cents in the form annexed  hereto as Exhibit "C" signed
          by counsel on behalf of  OneSource  and the Fultons  shall be filed in
          the Litigation.  The parties  simultaneously with the execution of the
          Judgment,  shall  execute a  Covenant  Not to  Execute  or Record  the
          Judgment  so  long  as  OneSource  performs  in  accordance  with  the
          provisions  of this  Agreement.  Within  ten  (10)  days of the  final
          performance  required by OneSource  herein,  the Fultons  shall file a

                                        2
<PAGE>

          Satisfaction  of Judgment  with the Court.  In the event of a default,
          which shall be deemed to occur thirty (30) days after notice of breach
          of any  provision  of this  Agreement  has been given to  OneSource in
          writing by Fulton and  OneSource  has failed within that time frame to
          cure  the  default,  Fulton  may  record  and  seek  execution  on the
          Judgment.  OneSource agrees,  in the event of its default,  as defined
          herein,  to a Judgment  Debtor  Examination  within thirty days of the
          date of default.

     e.)  The parties  each agree to pay their own  attorney's  fees.  OneSource
          agrees to pay to Fulton,  upon  presentation  of  receipts  therefore,
          Fulton's  filing fees,  and any fees  incurred by Fulton in service of
          process.


2.   Mutual Release of Liability.

     a.)  Fultons 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 Agreement, the employment of Fulton
          as  President  of Net  Express,  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
          Fultons, 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 Fulton as President  of Net Express,  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 Fulton in paragraph 3 below.

3.   Indemnity.  Fulton agrees 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  by  Key   Bank/Costco,   Sun
     Trust/Textron,  Advanta,  GE Capital,  Capital  One, or any other  creditor
     relating to any loan or credit  agreements  which the  Fultons  have signed
     with a personal guarantee on behalf of OneSource or Net Express with any of
     those  entities.  Except for such matters as are set forth in the indemnity
     of Fulton, OneSource agrees to indemnify and defend Fulton 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 may be brought,  threatened,  or pending  against it 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.  Fulton  agrees  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  Fultons  agrees 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
     Fulton through the exercise of the conversion of the promissory note in the
     first registration of any stock registered by OneSource with the Securities
     and Exchange  Commission  following the acquisition of the stock by Fulton.
     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 Fulton 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 Fulton,  could be asserted  against
          OneSource  and each Party agrees that the  recitals  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.

     d.)  Each Party  acknowledges that this Agreement has been entered into for
          the  sole   purpose  of  avoiding  the   expense,   uncertainty,   and
          inconvenience  associated  with the  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 Fulton,  Net  Express 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.

                                        4
<PAGE>

6.   Non  Disparagement.  The  Parties  agree  that  neither  Party  shall  make
     disparaging remarks against the other or any employee or ex-employee of the
     other and that, to the best of their  ability,  they shall  discourage  all
     employees and ex-employees from making any such remarks.

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.


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 and other
     reasonable and necessary costs of the proceeding.

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.

Dated this ____ day of May, 2003.


OneSource Technologies, Inc.                        Ahlawyss Fulton

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

Its:                                                Pamela Fulton

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


                                        5
<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: $30,000
Date of Note Agreement: April 15, 2003

Parties:
--------
The Maker is  OneSource  Technologies,  Inc. The Holders are Ahlawyss and Pamela
Fulton (the "Fultons").

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  Fultons  (Holders),  or order,  in lawful  money of the
United States of America,  the  principal  amount of Thirty  thousand  ($30,000)
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
15, 2004. All payments under this Note shall be made to Holder,  as Ahlawyss and
Pamela Fulton, 2506 W.Rue De Lamour,  Phoenix, AZ 85029 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
Five ($.05) 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 April 15, 2004.
The Holders agree to execute a subscription agreement for the shares in the form
commonly used by the Maker for its  securities  sales.  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
          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.

If any  default,  other than a default  in payment is curable  and Maker has not
been  given  notice of a breach of the same  provision  of this Note  within the
proceeding  twelve  (12)  months,  it will be cured if  Maker,  after  receiving
written notice from Holder demanding cure of the default:

     a)   Cures the default within thirty (30) days, or

     b)   If the cure requires more than thirty (30) days, immediately initiates
          steps  sufficient  to cure the default and continues and completes the
          cure as soon as reasonably practicable.

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.

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

                                       A-2
<PAGE>

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.

Assignment.
-----------
This Note shall be non-assignable.

IN WITNESS WHEREOF, the Maker has caused this Note to be signed in its name this
_____ 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 1,000,000 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 Ahlawyse Fulton and Pamela Fulton (the "Purchasers" or the
Undersigned") in the litigation entitled Bank one Arizona v. Net Express, Inc.
et al, 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
                                    ---------



James A. Deer
State Bar No. 4187
2046 West Rose Garden Lane
Phoenix, Arizona 85027
(623) 587-4960 Fax: (623) 780-4810 Attorney for Defendant
OneSource Technologies, Inc.



                  IN THE SUPERIOR COURT OF THE STATE OF ARIZONA
                        IN AND FOR THE COUNTY OF MARICOPA
BANK ONE Arizona, N.A., a national  )       CV2001-003676
Banking association,                )
                                    )
                  Plaintiff,        )        STIPULATION REGARDING JUDGMENT
                                    )        AND EXECUTION UPON JUDGMENT
vs.                                 )
                                    )
NET EXPRESS, INC., an Arizona       )
Corporation; ONESOURCE              )
TECHNOLOGIES, INC., an Arizona      )
corporation; AHLAWYSE H. FULTON and )
PAMELA R. FULTON, as husband and    )
Wife                                )
                                    )
                  Defendants.       )
------------------------------------)

     Crossclaimants,  Ahlawyse H. Fulton and Pamela Fulton,  and  Crossdefendant
OneSource Technologies,  Inc., by their respective attorneys undersigned, hereby
stipulate  as follows:  1.  Judgment in this matter shall be entered in favor of
the  Crossclaimants  and  against  the  Crossdefendant  in the  amount  of Sixty
Thousand  Dollars  ($60,000.00)  plus costs in the amount of Eight  hundred  and
eight  dollars  and forty  nine cents  ($808.49),  without  interest  if paid in
accordance with this Stipulation  Regarding Judgment and Execution Upon Judgment
(the  "Stipulation"),   such  Judgment  (the  "Judgment")  to  be  in  the  form
concurrently  lodged  herewith,  which  shall be signed by the Court,  but which
Crossclaimants  agree not to record or execute upon,  except in accordance  with
this Stipulation.

2.   Crossclaimants   and   Crossdefendant   will  make   certain   payments  in
     satisfaction  of  such  Judgment,  in  exchange  for  which  Crossclaimants
     covenant that they will not record the Judgment or seek to execute upon the
     Judgment as against Crossdefendant.

3.   The Crossdefendant  covenants and agrees that it shall make (or cause to be
     made) the following payments on the following dates:

     a.   Within   ten  (10)  days  of  the   execution   of  the   Stipulation,
          Crossdefendant  agrees  to  pay  to  Crossplaintiffs  the  sum  of Two
          Thousand Five Hundred Dollars ($2,500.00);

     b.   On the fifteenth  (15th) day of May, 2003 and on the fifteenth  (15th)
          day of each  month  thereafter,  with the final  payment  being due on
          March 15, 2004,  Crossdefendant  agrees to pay to Crossplaintiffs  the
          sum of Two Thousand Five Hundred Dollars ($2,500.00)

     c.   On the  15th  day of  April,  2004,  Crossdefendant  agrees  to pay to
          Crossplaintiffs,  the  sum of  Thirty  Thousand  Dollars  ($30,000.00)
          unless advised prior to that date in writing by  Crossplaintiffs  that
          they  wish  to  exercise  a  conversion  option  as set  forth  in the
          Promissory Note which was executed by  Crossdefendants  as evidence of
          this obligation.

4.   Upon  payment of all sums  called for by  paragraph 3 above,  or  alternate
     performance  as requested  by  Crossplaintiffs  pursuant to the  conversion
     option in the  Promissory  Note,  Crossplaintiffs  will  execute a full and
     complete Satisfaction of Judgment showing the Judgment entered in this case
     (and  any  judgment  arising  from or  predicated  upon  the  entry of such
     Judgment) to have been  satisfied and  discharged in full, and will deliver
     such Satisfaction of Judgment, together with the original of the Promissory
     Note marked "paid in full" to Crossdefendant or to its designee.

                                       C-2
<PAGE>

5.            So  long  as  Crossdefendant  makes  payment  in  Satisfaction  of
              Judgment in  accordance  with the  schedule set forth in paragraph
              (3)  above,  Crossplaintiffs  covenant  that they will not seek to
              exercise any right, remedy,  entitlement or relief,  including but
              not limited to execution,  attachment, or garnishment,  arising by
              virtue of the  entry of  Judgment  or by  virtue  of any  Judgment
              arising from or predicated upon the entry of the Judgment.  In the
              event of any  failure of the  Crossdefendant  to make any  payment
              provided  for  in  paragraph  3,  in  full,  and if  such  failure
              continues for thirty (30) days after notice to  Crossdefendant  in
              the manner  provided in paragraph  (7) below,  Crossplaintiff  may
              proceed  immediately  and without notice or demand to execute upon
              or otherwise enforce the Judgment (or any Judgment arising from or
              predicated  upon the entry of the  Judgment) in such manner and at
              such times as  Crossplaintiff  deems  appropriate.  In such event,
              Crossdefendant  shall be  entitled  only to a credit  against  the
              Judgment for any amounts  actually  paid pursuant to paragraph (3)
              above.

6.   Any notice or demand or other  communication  required or appropriate to be
     given pursuant to this Stipulation shall be in writing and shall be sent by
     certified U.S. Mail, postage prepaid, addressed as follows:

         To Crossplaintiff:           Ahlawyse and Pamela Fulton
                                      2506 W. Rue De Lamour
                                      Phoenix, AZ 85029

         With copy to:                James L. Leather
                                      Burton & Leather & Assoc.
                                      13601 N. 19th Avenue, Suite 5
                                      Phoenix, AZ 85029

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

                                       C-3
<PAGE>



         With copy to:                James A. Deer
                                      2046 W. Rose Garden Lane
                                      Phoenix, AZ 85027

Or at such other address as the party  desiring to change its address may direct
by written  notice to the parties.  7. Each payment due from the  Crossdefendant
shall be in the form of a company  check made  payable to the order of  Ahlawyse
and Pamela Fulton and Bank One Arizona,  and delivered to the office of Burton &
Leather & Associates at the address shown in the  preceeding  paragraph,  unless
and until Crossplaintiffs in writing delivered pursuant to the notice provisions
shall direct.

8.  This  Stipulation  shall be  binding  upon and inure to the  benefit  of the
parties hereto and their respective heirs, successors,  personal representatives
and assigns. This Stipulation, together with the Settlement Agreement and Mutual
Release,  the Promissory  Note, and the  Subscription  Agreement,  set forth the
entire agreement of the parties with respect to the subject matter hereof and no
provision hereof may be changed, modified,  discharged or terminated except by a
document in writing, signed by the parties.

      Dated this ______ day of May, 2003.

                                       Burton & Leather & Associates

                                       By: /s/ James L. Leather
                                          ------------------------------------
                                           James L. Leather
                                           Attorney for Crossplaintiff


                                       James A. Deer Law Office



                                       By: /s/ James A. Deer
                                          ------------------------------------
                                          James A. Deer
                                          Attorney for Crossdefendant

                                       C-4
<PAGE>

                                        D
                                    --------


                        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.

                                       D-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

                                       D-3
<PAGE>

          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)  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.

                                       D-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.

                                       D-5