EXHIBIT 10.29

                            INDEMNIFICATION AGREEMENT

     This  Indemnification  Agreement (this  "Agreement") is made as of this 4th
day of January  2001,  by and between  OneSource  Technologies,  Inc. a Delaware
corporation  (the "Company") and Jerry M. Washburn  ("Indemnitee"),  a member of
the Board of Directors ("Board") of the Company.

     WHEREAS, the Company and Indemnitee recognize the increasing  difficulty in
obtaining  directors'  and  officers'  liability   insurance,   the  significant
increases  in the  cost of such  insurance  and the  general  reductions  in the
coverage of such insurance; and

     WHEREAS,  the Company and  Indemnitee  further  recognize  the  substantial
increase in  corporate  litigation  subjecting  corporate  personnel  and others
assisting the Company,  including Board members to expensive litigation risks at
the same time that liability insurance has been severely limited; and

     WHEREAS,  Indemnitee  does not regard the current  protection  available as
adequate  given the present  circumstances,  and  Indemnitee  and members of the
Board of the  Company  may not be  willing  to serve  as Board  members  without
adequate protection; and

     WHEREAS,  the Company  desires to attract and retain the services of highly
qualified  individuals,  such as  Indemnitee,  to serve as Board  members of the
Company  and to  indemnify  its Board  members  so as to  provide  them with the
maximum protection permitted by law.

     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1.   Indemnification.

     (a) Third Party  Proceedings.  The Company  shall  indemnify  Indemnitee if
Indemnitee  is or  was a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the Company) by reason of the fact that  Indemnitee  is or was a member
of the Board of the Company or any  subsidiary of the Company,  by reason of any
action or inaction on the part of Indemnitee  while an Board member or by reason
of the fact that Indemnitee is or was serving at the request of the Company as a
director,  officer,  employee or agent or Board  member of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement (if
such settlement is approved in advance by the Company,  which approval shall not
be  unreasonably  withheld)  actually and  reasonably  incurred by Indemnitee in
connection  with such action,  suit or proceeding  if  Indemnitee  acted in good
faith and in a manner Indemnitee  reasonably believed to be in or not opposed to
the best interests of the Company,  and, with respect to any criminal  action or
proceeding,  had  no  reasonable  cause  to  believe  Indemnitee's  conduct  was
unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that Indemnitee did not act in good
faith  and in a manner  which  Indemnitee  reasonably  believed  to be in or not
opposed to the best interests of the Company,  and, with respect to any criminal
action or proceeding,  had reasonable cause to believe that Indemnitee's conduct
was unlawful.



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     (b)  Proceedings  by or in the  Right of the  Company.  The  Company  shall
indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made
a party to any  threatened,  pending  or  completed  action or suit by or in the
right of the Company or any  subsidiary  of the Company to procure a judgment in
its favor by reason of the fact that  Indemnitee is or was a member of the Board
of the  Company or any  subsidiary  of the  Company,  by reason of any action or
inaction  on the part of  Indemnitee  while an Board  member or by reason of the
fact that  Indemnitee  is or was  serving  at the  request  of the  Company as a
director,  officer,  employee,  Board  member or agent of  another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees)  and  amounts  paid  in  settlement  actually  and
reasonably  incurred by Indemnitee in connection  with the defense or settlement
of such  action  or suit if  Indemnitee  acted  in good  faith  and in a  manner
Indemnitee  reasonably believed to be in or not opposed to the best interests of
the Company and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which  Indemnitee  shall have been  adjudged to be
liable to the Company  unless and only to the extent  that a court of  competent
jurisdiction  of the State of Arizona or the court in which such  action or suit
was brought shall determine upon application  that,  despite the adjudication of
liability but in view of all the circumstances of the case, Indemnitee is fairly
and  reasonably  entitled  to  indemnity  for  such  expenses  which a court  of
competent  jurisdiction  in the State of Arizona or such other  court shall deem
proper.

     (c) Mandatory  Payment of Expenses.  To the extent that Indemnitee has been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred  to in  Subsections  (a) and (b) of this  Section  1 or the
defense of any claim,  issue or matter therein,  Indemnitee shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
Indemnitee in connection therewith.

2.   Expenses; Indemnification Procedure.

     (a)  Advancement  of  Expenses.  The Company  shall  advance  all  expenses
incurred by Indemnitee in connection with the investigation, defense, settlement
or appeal of any civil or criminal  action,  suit or  proceeding  referenced  in
Section 1(a) or (b) hereof.  Indemnitee  hereby undertakes to repay such amounts
advanced only if, and to the extent that, it shall ultimately be determined that
Indemnitee  is not  entitled  to be  indemnified  by the  Company as  authorized
hereby.  The  advances  to be made  hereunder  shall be paid by the  Company  to
Indemnitee  within  twenty (20) days  following  delivery  of a written  request
therefore by Indemnitee to the Company.

     (b)  Notice/Cooperation  by Indemnitee.  Indemnitee  shall,  as a condition
precedent to his right to be indemnified under this Agreement,  give the Company
notice in writing as soon as  practicable  of any claim made against  Indemnitee
for which  indemnification will or could be sought under this Agreement.  Notice
to the Company shall be directed to OneSource Technologies, Inc., 7419 East Helm
Drive,  Scottsdale,  Arizona 85260 (Attn:  Corporate  Secretary)  (or such other
address as the Company shall designate in writing to  Indemnitee).  Notice shall
be deemed  received on the third business day after the date  postmarked if sent
by domestic certified or registered mail, properly  addressed;  otherwise notice
shall be deemed  received  when such  notice  shall  actually be received by the
Company.  In addition,  Indemnitee  shall give the Company such  information and
cooperation  as it may  reasonably  require and as shall be within  Indemnitee's
power.

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     (c) Procedure.  Any  indemnification and advances provided for in Section 1
and this  Section  2 shall be made no later  than  forty-five  (45)  days  after
receipt of the written  request of Indemnitee.  If a claim under this Agreement,
under any  statute,  or under any  provision  of the  Company's  Certificate  of
Incorporation  or Bylaws providing for  indemnification,  is not paid in full by
the  Company  within  forty-five  (45) days after a written  request for payment
thereof has first been received by the Company, Indemnitee may, but need not, at
ay time  thereafter  bring an action  against  the Company to recover the unpaid
amount of the claim and,  subject to  Section 12 of this  Agreement,  Indemnitee
shall also be entitled to be paid for the expenses  (including  attorneys' fees)
of bringing such action. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses  incurred in connection  with any
action,  suit or proceeding in advance of its final disposition) that Indemnitee
has not met the standard of conduct which makes it permissible  under applicable
law for the Company to  indemnify  Indemnitee  for the amount  claimed,  but the
burden of proving such defense shall be on the Company and  Indemnitee  shall be
entitled to receive  interim  payments of expenses  pursuant to Subsection  2(a)
unless  and until such  defense  may be finally  adjudicated  by court  order or
judgment  from  which no  further  right or appeal  exists.  It is the  parties'
intention that if the Company contests  Indemnitee's  right to  indemnification,
the question of Indemnitee's right to indemnification  shall be for the court to
decide,  and  neither  the  failure  of the  Company  (including  its  Board  of
Directors,  any  committee  or subgroup of the Board of  Directors,  independent
legal  counsel,   or  its  stockholders)  to  have  made  a  determination  that
indemnification of Indemnitee is proper in the circumstances  because Indemnitee
has met the applicable  standard of conduct  required by applicable  law, nor an
actual  determination  by the Company  (including  its Board of  Directors,  any
committee or subgroup of the Board of Directors,  independent legal counsel,  or
its  stockholders)  that  Indemnitee  has not met such  applicable  standard  of
conduct,  shall  create a  presumption  that  Indemnitee  has or has not met the
applicable standard of conduct.

     (d)  Notice to  Insurers.  If, at the time of the  receipt of a notice of a
claim  pursuant to Section  2(b)  hereof,  the Company has  director and officer
liability  insurance  in effect,  the Company  shall give  prompt  notice of the
commencement  of  such  proceeding  to  the  insurers  in  accordance  with  the
procedures set forth in the respective  policies.  The Company shall  thereafter
take all necessary or desirable  action to cause such insurers to pay, on behalf
of the  Indemnitee,  all  amounts  payable  as a result  of such  proceeding  in
accordance with the terms of such policies.

     (e) Selection of Counsel. In the event the Company shall be obligated under
Section 2(a) hereof to pay the expenses of any  proceeding  against  Indemnitee,
the Company  shall be entitled  to assume the defense of such  proceeding,  with
counsel  approved by  Indemnitee,  upon the  delivery to  Indemnitee  of written
notice  of the  assumption  of such  defense.  After  delivery  of such  notice,
approval of such counsel by Indemnitee  and the retention of such counsel by the
Company,  the Company will not be liable to Indemnitee  under this Agreement for
any fees of counsel subsequently incurred by Indemnitee with respect to the same
proceeding,  provided  that (i)  Indemnitee  shall  have the right to employ his
counsel in any such  proceeding  at  Indemnitee's  expense;  and (ii) if (A) the
employment of counsel by Indemnitee has been previously  authorized the Company,
(B) Indemnitee  shall have reasonably  concluded that there may be a conflict of
interest  between the Company and  Indemnitee in the conduct of any such defense
or (C) the  Company  shall not,  in fact,  have  employed  counsel to assume the
defense of such proceeding,  then the fees and expenses of Indemnitee's  counsel
shall be at the expense of the Company.

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<PAGE>



3.   Additional Indemnification Rights; Non-Exclusivity.

     (a) Scope.  Notwithstanding  any other  provision  of this  Agreement,  the
Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by
law, notwithstanding that such indemnification is not specifically authorized by
the other provisions of this Agreement, the Company's Articles of Incorporation,
as amended,  the  Company's  Bylaws,  as may be amended from time to time, or by
statute. In the event of any changes,  after the date of this Agreement,  in any
applicable  law,  statute,  or  rule  which  expands  the  right  of a  Delaware
corporation to indemnify a member of its board of directors or an officer,  such
changes shall be, ipso facto,  within the purview of Indemnitee's rights and the
Company's  obligations  under this Agreement.  In the event of any change in any
applicable  law,  statute,  or  rule  which  narrows  the  right  of a  Delaware
corporation to indemnify a member of its board of directors or an officer,  such
changes, to the extent not otherwise required by such law, statute or rule to be
applied to this Agreement shall have no effect on this Agreement or the parties'
rights and obligations hereunder.

     (b) Nonexclusivity.  The  indemnification  provided by this Agreement shall
not be deemed  exclusive  of any rights to which an  Indemnitee  may be entitled
under the Company's Certificate of Incorporation, its Bylaws, any agreement, any
vote of stockholders or disinterested  Directors, the General Corporation Law of
the State of Delaware, or otherwise,  both as to action in Indemnitee's official
capacity and as to action in another  capacity  while  holding such office.  The
indemnification  provided under this  Agreement  shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified  capacity even
though he may have  ceased to serve in such  capacity at the time of any action,
suit or other covered proceeding.

4.   Partial  Indemnification.  If Indemnitee is entitled under any provision of
     this Agreement to  indemnification  by the Company for some or a portion of
     the expenses, judgments, fines or penalties actually or reasonably incurred
     by him in the investigation,  defense, appeal or settlement of any civil or
     criminal action, suit or proceeding, but not, however, for the total amount
     thereof,  the  Company  shall  nevertheless  indemnify  Indemnitee  for the
     portion of such expenses, judgments, fines or penalties to which Indemnitee
     is entitled.

5.   Mutual Acknowledgment.  Both the Company and Indemnitee acknowledge that in
     certain  instances,  Federal law or public  policy may override  applicable
     state law and prohibit  the Company from  indemnifying  its  directors  and
     officers  under this Agreement or otherwise.  For example,  the Company and
     Indemnitee  acknowledge  that the Securities and Exchange  Commission  (the
     "SEC") has taken the position that  indemnification  is not permissible for
     liabilities  arising under certain  federal  securities  laws,  and federal
     legislation   prohibits   indemnification  for  certain  ERISA  violations.
     Indemnitee  understands and acknowledges that the Company has undertaken or
     may be  required  in the  future to  undertake  with the SEC to submit  the
     question  of  indemnification  to a court in  certain  circumstances  for a
     determination  of the Company's  right under the public policy to indemnify
     Indemnitee.

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6.   Officer and Director Liability  Insurance.  The Company shall, from time to
     time,  make the good faith  determination  whether or not it is practicable
     for the Company to obtain and  maintain a policy or  policies of  insurance
     with reputable insurance companies providing the officers and directors and
     Board members with coverage for losses from wrongful acts, or to ensure the
     Company's  performance  of  its  indemnification   obligations  under  this
     Agreement. Among other considerations,  the Company will weigh the costs of
     obtaining such insurance  coverage against the protection  afforded by such
     coverage.  In all  policies of director  and officer  liability  insurance,
     Indemnitee  shall be named as an  insured  in such a manner  as to  provide
     Indemnitee  the  same  rights  and  benefits  as are  accorded  to the most
     favorably insured of the Company's directors, or of the Company's officers.
     Notwithstanding  the  foregoing,  the Company  shall have no  obligation to
     obtain or maintain such  insurance if the Company  determines in good faith
     that such insurance is not reasonably  available,  if the premium costs for
     such insurance are disproportionate to the amount of coverage provided,  if
     the coverage  provided by such  insurance is limited by exclusions so as to
     provide an  insufficient  benefit,  or if  Indemnitee is covered by similar
     insurance maintained by a parent or subsidiary of the Company.

7.   Severability.  Nothing in this Agreement is intended to require or shall be
     construed as requiring the Company to do or fail to do any act in violation
     of applicable  law. The Company's  inability,  pursuant to court order,  to
     perform its obligations  under this Agreement shall not constitute a breach
     of this  Agreement.  The provisions of this Agreement shall be severable as
     provided in this Section 7. If this  Agreement or any portion  hereof shall
     be invalidated on any ground by any court of competent  jurisdiction,  then
     the Company  shall  nevertheless  indemnify  Indemnitee  to the full extent
     permitted by any  applicable  portion of this Agreement that shall not have
     been  invalidated,  and the balance of this  Agreement  not so  invalidated
     shall be enforceable in accordance with its terms.

8.   Exceptions. Any other provision herein to the contrary notwithstanding, the
     Company shall not be obligated pursuant to the terms of this Agreement:

     (a) Claims  Initiated by  Indemnitee.  To indemnify or advance  expenses to
Indemnitee   with  respect  to  proceedings  or  claims   initiated  or  brought
voluntarily  by  Indemnitee  and not by way of defense,  except with  respect to
proceedings  brought to  establish or enforce a right to  indemnification  under
this  Agreement or any other  statute or law or otherwise as required  under the
Delaware  General  Corporation Law, but such  indemnification  or advancement of
expenses  may be  provided  by the  Company  in  specific  cases if the Board of
Directors finds it to be appropriate;

     (b) Lack of Good Faith. To indemnify  Indemnitee for any expenses  incurred
by the  Indemnitee  with respect to any  proceeding  instituted by Indemnitee to
enforce  or  interpret  this  Agreement,  if a court of  competent  jurisdiction
determines  that each of the material  assertions made by the Indemnitee in such
proceeding was not made in good faith or was frivolous;

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<PAGE>


     (c) Insured Claims. To indemnify  Indemnitee for expenses or liabilities of
any type whatsoever  (including,  but not limited to,  judgments,  fines,  ERISA
excise taxes or penalties,  and amounts paid in settlement) which have been paid
directly to Indemnitee  by an insurance  carrier under a policy of officers' and
directors' liability insurance maintained by the Company.

     (d) Claims Under Section 16(b). To indemnify Indemnitee for expenses or the
payment  of  profits  arising  from  the  purchase  and  sale by  Indemnitee  of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.

9.   Construction of Certain Phrases.

     (a) For  purposes of this  Agreement,  references  to the  "Company"  shall
include,  in  addition  to  the  Corporation,  any  resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation  or merger so that if Indemnitee is or was a director,  officer,
employee, Board member, or agent of such constituent  corporation,  or is or was
serving at the request of such constituent  corporation as a director,  officer,
employee,  Board  member or agent of  another  corporation,  partnership,  joint
venture, trust or other enterprise,  Indemnitee shall stand in the same position
under  the  provisions  of this  Agreement  with  respect  to the  resulting  or
surviving  corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.

     (b) For purposes of this Agreement, references to "other enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on  Indemnitee  with respect to an employee  benefit  plan;  and
references to "serving at the request of the Company"  shall include any service
as a director,  officer,  employee,  Board member or agent of the Company  which
imposes duties on, or involves  services by, such director,  officer,  employee.
Board  member  or  agent  with  respect  to  an  employee   benefit  plan,   its
participants,  or beneficiaries;  and if Indemnitee acted in good faith and in a
manner Indemnitee  reasonably believed to be in the interest of the participants
and  beneficiaries  of an employee  benefit plan,  Indemnitee shall be deemed to
have acted in a manner  "not  opposed to the best  interest  of the  Company" as
referred to in this Agreement.

10.  Counterparts. This Agreement may be executed in counterparts, each of which
     shall constitute an original.

11.  Successors and Assigns.  This  Agreement  shall be binding upon the Company
     and  its  successors  and  assigns,  and  shall  inure  to the  benefit  of
     Indemnitee  and  Indemnitee's  estate,  heirs,  legal  representatives  and
     assigns.

12.  Attorneys'  Fees.  In the event that any action is instituted by Indemnitee
     under  this  Agreement  to enforce or  interpret  any of the terms  hereof,
     Indemnitee  shall be  entitled  to be paid all court  costs  and  expenses,
     including  reasonable  attorneys' fees, incurred by Indemnitee with respect
     to such  action,  unless as a part of such  action,  the court of competent
     jurisdiction  determines  that  each  of the  material  assertions  made by
     Indemnitee  as a basis for such  action were not made in good faith or were

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     frivolous.  In the event of an action  instituted  by or in the name of the
     Company under this Agreement or to enforce or interpret any of the terms of
     this Agreement, Indemnitee shall be entitled to be paid all court costs and
     expenses,  including  attorneys' fees, incurred by Indemnitee in defense of
     such action  (including  with  respect to  Indemnitee's  counterclaims  and
     cross-claims  made in such  action),  unless as a part of such  action  the
     court determines that each of Indemnitee's material defenses to such action
     were made in bad faith or were frivolous.

13.  Notice. All notices,  requests, demands and other communications under this
     Agreement  shall be in  writing  and  shall be  deemed  duly  given  (i) if
     delivered by hand and receipted for by the party addressed,  on the date of
     such receipt,  or (ii) if mailed by domestic  certified or registered  mail
     with postage prepaid,  on the third business day after the date postmarked.
     Addresses for notice to either party are as shown on the signature  page of
     this Agreement, or as subsequently modified by written notice.

14.  Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably
     consent to the  jurisdiction  of the courts of the State of Arizona for all
     purposes in connection with any action or proceeding which arises out of or
     relates to this Agreement and agree that any action  instituted  under this
     Agreement  shall  be  brought  only in the  state  courts  of the  State of
     Arizona.

15.  Choice  of Law.  This  Agreement  as to all  contract  questions  shall  be
     governed by and its provisions construed in accordance with the laws of the
     State of Arizona, as applied to contracts between Arizona residents entered
     into and to be performed entirely within Arizona.  The General  Corporation
     Law  of  Delaware   shall  be  applied  to  all  questions   regarding  the
     permissibility of indemnification under state law and the Company charter.

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


                                      a Delaware Corporation

                                      By: /s/ Thomas E. Glasgow
                                        -------------------------
                                      Name: Thomas E. Glasgow
                                        -------------------------
                                      Title: Chairman of the Board
                                        ---------------------------

AGREED TO AND ACCEPTED:

INDEMNITEE:



By: /s/ Jerry M. Washburn
-------------------------------
Jerry M. Washburn
CEO and President
OneSource Technologies, Inc.


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