Common use of CONVERSION OF DEBT Clause in Contracts

CONVERSION OF DEBT. A. Claimant and OnSource affirm and agree that as of the date of this Agreement, OnSource is indebted to Claimant in an amount equal to $54,000.00. B. Claimant, for itself, successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares"). It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it by OnSource of a certificate or certificates representing 36,000 Common Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, successors in interest and assigns, agrees to release and forever discharge OnSource, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource and to the extent he availed itself of such opportunity, he received satisfactory answers from OnSource, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant in an amount equal to for $54,000.001,000 for services rendered. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 1,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")10,000 Shares valued at $0.10 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common 10,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Athena at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource affirm and agree that as of the date of this Agreement, OnSource is indebted to Claimant in an amount equal to $54,000.0053,478.00. B. Claimant, for itself, successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 53,478.00 in outstanding open account (the "Indebtedness"), 36,000 35,652 shares of Common Stock of OnSource ("Common Shares"). It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it by OnSource of a certificate or certificates representing 36,000 35,652 Common Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, successors in interest and assigns, agrees to release and forever discharge OnSource, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource and to the extent he availed itself of such opportunity, he received satisfactory answers from OnSource, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant in an amount equal to for $54,000.00.2,244,870 of advances its Convertible Credit Facility since July 18, 2012 together with accrued interest of $668,011.72 accrued interest B. Claimant, for itself, his/its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 315,000 in outstanding open account (unpaid principal advances on the "Indebtedness"), 36,000 shares Convertible Credit Facility for the periods stated in Section I(A) an aggregate of 7,000,000 Shares of Common Stock of OnSource ("Common Shares")Stock, valued at $0.045 per Share. It is understood that Claimant's acceptance of the Common 7,000,000 Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common 7,000,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 32. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 43. Claimant understands that there exist exists inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant in an amount equal to for $54,000.0050,000 for services rendered. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 50,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")625,000 Shares valued at $0.08 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common Shares625,000Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Athena at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource the Company affirm and agree that as of the date of this Agreement, OnSource the Company is indebted to Claimant for $7,500 in an amount equal to $54,000.00deferred compensation for his services as Chief Financial Officer and Chief Operating Officer. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 7,500 in outstanding open account deferred compensation (the "Indebtedness"), 36,000 shares 3,750 Units. Each Unit consists of two Shares valued at $1.00 per share plus one Warrant to purchase Common Stock of OnSource ("Common Shares")Stock. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource the Company to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it Claimant by OnSource the Company of a certificate or certificates representing 36,000 Common Shares7,500 Shares and 3,750 Warrants, said Common Shares Units being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common SharesUnits, Claimant, for itself, his successors in interest and assigns, agrees to release and forever discharge OnSourcethe Company, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares Units shall constitute a full and complete release, settlement and discharge of any of OnSource's the Company’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares Units in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares Units are offered by OnSource the Company at a price which was arbitrarily determined without regard to any value of the Common SharesUnits. 2. Claimant fully understands that OnSource the Company has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource the Company has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource the Company and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourcethe Company, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares Units in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common SharesUnits, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Golden West affirm and agree that as of the date of this Agreement, OnSource Golden West, through its wholly-owned Washington subsidiary, is indebted to Claimant in an amount equal to for $54,000.00183,250 plus accrued interest. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 83,250 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")1,665,000 Shares valued at $0.04 per Share and further agrees to forgive $16,650 in principal plus accrued but unpaid interest. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Golden West to Claimant in excess of the Indebtedness, which the parties agree is equal to $100,000 in principal and is due on or before June 30, 2009. C. Claimant agrees that upon delivery to it Claimant by OnSource Golden West of a certificate or certificates representing 36,000 Common 1,665,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceGolden West, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Golden West’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Golden West at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Golden West has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Golden West has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Golden West and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceGolden West, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Golden West affirm and agree that as of the date of this Agreement, OnSource Golden West is indebted to Claimant in an the principal amount equal to of $54,000.0038,000 plus accrued interest under the Credit Facility. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 38,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")) 760,000 Shares valued at $0.04 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Golden West to Claimant in excess of the Indebtedness. Claimant further agrees to waive and forgive all accrued but unpaid interest on the Indebtedness through the date of this Agreement. C. Claimant agrees that upon delivery to it Claimant by OnSource Golden West of a certificate or certificates representing 36,000 Common 760,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceGolden West, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Golden West’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Golden West at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Golden West has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Golden West has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Golden West and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceGolden West, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant for $16,500 in an amount equal to $54,000.00accrued director’s fees through May 15, 2018. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 16,500 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")330,000 Shares valued at $0.05 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common 330,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Athena at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Golden West affirm and agree that as of the date of this Agreement, OnSource Golden West is indebted to Claimant in an amount equal to for $54,000.00150,000 plus accrued interest under the Credit Facility. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 150,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")3,000,000 Shares valued at $0.04 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Golden West to Claimant in excess of the Indebtedness. Claimant further agrees to waive and forgive all accrued but unpaid interest on the Indebtedness through the date of this Agreement. C. Claimant agrees that upon delivery to it Claimant by OnSource Golden West of a certificate or certificates representing 36,000 Common 3,000,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceGolden West, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Golden West’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Golden West at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Golden West has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Golden West has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Golden West and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceGolden West, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Golden West affirm and agree that as of the date of this AgreementJune ___, OnSource 2009, Golden West is indebted to Claimant in an the principal amount equal to of $54,000.00100,000 plus accrued interest. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 42,819 (the "Indebtedness")) of the $100,000 in debt, 36,000 1,070,475 shares of Common Stock of OnSource ("Common Shares")valued at $0.04 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Golden West to Claimant in excess of the Indebtedness. Claimant further agrees to waive and forgive all accrued but unpaid interest on the Indebtedness through the date of this Agreement. C. Claimant agrees that upon delivery to it Claimant by OnSource Golden West of a certificate or certificates representing 36,000 Common 1,070,475 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceGolden West, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Golden West’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Golden West at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Golden West has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Golden West has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Golden West and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceGolden West, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant in an amount equal to for $54,000.00286,831. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 286,831 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")Indebtedness"),1,147,324 Shares valued at $0.25 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common 1,147,324 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Athena at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource affirm and agree that as of the date of this Agreement, OnSource is indebted to Claimant in an amount equal to $54,000.0053,044.50. B. Claimant, for itself, successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 53,044.50 in outstanding open account (the "Indebtedness"), 36,000 35,363 shares of Common Stock of OnSource ("Common Shares"). It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it by OnSource of a certificate or certificates representing 36,000 35,363 Common Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, successors in interest and assigns, agrees to release and forever discharge OnSource, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource and to the extent he availed itself of such opportunity, he received satisfactory answers from OnSource, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Golden West affirm and agree that as of the date of this Agreement, OnSource Golden West is indebted to Claimant in an amount equal to for $54,000.0025,000 plus accrued interest under the Credit Facility. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 25,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")500,000 Shares valued at $0.04 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Golden West to Claimant in excess of the Indebtedness. Claimant further agrees to waive and forgive all accrued but unpaid interest on the Indebtedness through the date of this Agreement. C. Claimant agrees that upon delivery to it Claimant by OnSource Golden West of a certificate or certificates representing 36,000 Common 500,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceGolden West, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Golden West’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Golden West at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Golden West has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Golden West has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Golden West and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceGolden West, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant in an amount equal to for $54,000.0062,500 for services rendered. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 62,500 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")625,000 Shares valued at $0.10 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common Shares625,000Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Athena at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource the Company affirm and agree that as of the date of this Agreement, OnSource the Company is indebted to Claimant in an amount equal to for $54,000.0030,000 for outstanding principal on Promissory Note dated April 21, 2010. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in 30,000 for outstanding open account principal on Promissory Note dated April 21, 2010, (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")200,000 Shares valued at $0.15 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource the Company to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it Claimant by OnSource the Company of a certificate or certificates representing 36,000 Common 200,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, his successors in interest and assigns, agrees to release and forever discharge OnSourcethe Company, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's the Company’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource the Company at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource the Company has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource the Company has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource the Company and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourcethe Company, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant 1.1 Effective upon receipt by FBC of the following documents, each in form and OnSource affirm and agree that as of substance satisfactory to FBC (the date of this Agreementsuch receipt being the “Effective Time”): (a) a certified copy of a resolution of the board of directors authorizing the number of Preferred Shares and the rights, OnSource is indebted privileges, restrictions and conditions attaching to Claimant the Preferred Shares; (b) a certified copy of the amended Articles of Amalgamation of Sphere creating “blank cheque” preferred shares and authorizing the terms of the Preferred Shares which have been filed with the Ontario Ministry of Government Services; (c) a certified copy of a resolution of the board of directors approving the issuance of 6,500,000 Preferred Shares to FBC and the form of share certificate for the Preferred Shares; and (d) a duly issued share certificate in an amount equal to $54,000.00respect of 6,500,000 Preferred Shares of Sphere, the Sphere Converted Debt will convert into 6,500,000 Preferred Shares of Sphere. B. Claimant1.2 Effective upon the Effective Time, for itselfthe Sphere Converted Debt shall, successors in interest without any further action by Sphere, be canceled and assignsneither Sphere, agrees nor any subsidiary of it will have any obligation with respect to accept, as payment in full of $54,000.00 in outstanding open account (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares"). It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource to Claimant in excess of the IndebtednessSphere Converted Debt. C. Claimant agrees that upon delivery 1.3 Notwithstanding any provision in this Agreement to it by OnSource the contrary, nothing in this Agreement shall waive or be construed to waive any claim or potential claim which FBC may have against Sphere, Sphere 3D, Inc. and V3 Systems Holdings, Inc. (collectively, the “Sphere Parties”) in respect of a certificate any fraudulent acts or certificates representing 36,000 Common Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, successors in interest and assigns, agrees to release and forever discharge OnSource, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever willful breach in connection with Sphere and/or certain former affiliates of Sphere granting certain security in favor of Opus Bank in November 2017. 1.4 Immediately following the Sphere Conversion, the Sphere Parties are hereby automatically released as obligors and guarantors under the Debenture and the Collateral Documents (as defined in the Debenture) and any liens or arising out security interests granted by the Sphere Parties with respect to the Sphere Converted Debt shall automatically terminate and be released. Sphere and its designees shall be authorized, at the sole expense of Sphere, to file releases and termination statements of all personal property financing statements and other security interest recordations filed in favor of FBC with respect to the IndebtednessSphere Converted Debt. Claimant's acceptance of Upon Sphere’s reasonable request from time to time, FBC shall execute and deliver such Common Shares shall constitute a full additional lien releases as may be necessary to effectively terminate any and complete release, settlement all liens on and discharge of security interests in any collateral that was pledged by Sphere or any of OnSource's obligation its subsidiaries to Claimantsecure the Sphere Converted Debt; provided, in connection with the Indebtednesshowever, without the necessity of Claimant executing that any further documentationand all such additional lien releases shall be prepared by Sphere, release reviewed and approved by FBC (such approval not to be unreasonably withheld, delayed or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource and to the extent he availed itself of such opportunity, he received satisfactory answers from OnSource, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Sharesconditioned), and the Company's history of unprofitable operations. Claimant agrees to accept recorded by Sphere, all risks associated with converting the Indebtedness at Sphere’s sole cost and accepting the Common Shares in lieu of payment thereofexpense.

CONVERSION OF DEBT. A. Claimant and OnSource Magellan affirm and agree that as of the date of this Agreement, OnSource Magellan is indebted to Claimant for $90,000.00 in an amount equal accrued but unpaid executive compensation for the fiscal quarters ending December 31, 2017, March 31, 2018 and June 30, 2018 and a cash advance of $8,100 made by Claimant to $54,000.00the Company. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 90,000 in outstanding open account accrued but unpaid executive compensation for the periods stated in Section I(A) above and in repayment of the cash advance of $8,100 made to the Company (the "Indebtedness"), 36,000 shares an aggregate of 4,905,000 Shares of Common Stock of OnSource ("Common Shares")Stock, valued at $0.02 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Magellan to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Magellan of a certificate or certificates representing 36,000 Common 4,905,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceMagellan, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Magellan’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Magellan at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Magellan has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Magellan has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Magellan and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceMagellan, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource affirm and agree that as 2.1 Effective upon the execution of this Agreement the Newco Converted Debt will automatically convert into (a) 135 shares of Series A-1 Preferred Stock of the date Company and (b) 2,120,331 shares of this Agreement, OnSource is indebted to Claimant in an amount equal to $54,000.00Series A Preferred Stock of the Company. B. Claimant2.2 Immediately following the Newco Conversion, the A-1 Investor agrees and acknowledges that all outstanding indebtedness (including, without limitation, for itselfprincipal, successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares"). It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge fees or otherwise satisfy the outstanding indebtedness and obligation of OnSource to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it by OnSource of a certificate or certificates representing 36,000 Common Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, successors in interest and assigns, agrees to release and forever discharge OnSource, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's obligation to Claimant, prepayment penalty payments due in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding Newco Conversion) and other obligations of the parties hereto that Company under or relating to the Debenture, other than in respect of the Remaining Debenture Principal, automatically shall be deemed paid and satisfied in full and all obligations and liabilities of the Guarantors (as defined in the Debenture) under the Debenture shall be irrevocably discharged, terminated and released. 2.3 Notwithstanding any provision in this AgreementAgreement to the contrary, upon its performancenothing in this Agreement shall waive or be construed to waive any claim or potential claim which the A-1 Investor may have against the Guarantors (as defined in the Debenture) (which, for the avoidance of doubt, shall constitute such evidence not include Sphere, Sphere 3D, Inc., or V3 Systems Holdings, Inc., all of release and dischargewhom have been released from their contractual obligations under the Debenture) in respect of any fraudulent acts or willful breach in connection with Sphere and/or certain former affiliates of Sphere granting certain security in favor of Opus Bank in November 2017. D. With 2.4 Immediately following the Newco Conversion any liens or security interest granted with respect to accepting the Common Shares in lieu of other forms of payment Assumed Debt, shall automatically terminate and be released. The A-1 Investor agrees and acknowledges that the Remaining Debenture Principal shall remain outstanding on an unsecured basis. The Company and its designees shall be authorized, at the sole expense of the IndebtednessCompany, Claimant represents to file releases and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource at a price which was arbitrarily determined without regard to any value termination statements of all personal property financing statements filed in favor of the Common Shares. 2. Claimant fully understands that OnSource has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource and A-1 Investor with respect to the extent he availed itself of such opportunity, he received satisfactory answers Assumed Debt. Upon the Company’s reasonable request from OnSource, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited totime to time, the lack of liquidity of A-1 Investor shall execute and deliver such additional lien releases as may be necessary to effectively terminate any and all liens on and security interests in any collateral that was pledged by any Guarantor (as defined in the Common SharesDebenture) to secure the Assumed Debt; provided, however, that any and all such additional lien releases shall be prepared by the Company, reviewed and approved by the A-1 Investor, and recorded by the Company's history of unprofitable operations. Claimant agrees to accept , all risks associated with converting at the Indebtedness Company’s sole cost and accepting the Common Shares in lieu of payment thereofexpense.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant for $25,000 in an amount equal to $54,000.00cash advances made in December 2018. B. Claimant, for itself, his/its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 25,000 in outstanding open account (unpaid advances for the "Indebtedness"), 36,000 shares periods stated in Section I(A) an aggregate of 555,556 Shares of Common Stock of OnSource ("Common Shares")Stock, valued at $0.045 per Share. It is understood that Claimant's acceptance of the Common 555,556 Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common 555,556 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 32. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 43. Claimant understands that there exist exists inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Vitro affirm and agree that as of the date of this Agreement, OnSource Vitro is indebted to Claimant for services previously provided in an amount equal to $54,000.0010,000. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 10,000 in outstanding open account (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")71,429 Shares valued at $0.14 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Vitro to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it Claimant by OnSource Vitro of a certificate or certificates representing 36,000 Common 71,429 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceVitro, its officers, directorsmanagers, shareholdersmembers, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Vitro’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Vitro at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Vitro has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Vitro has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Vitro and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceVitro, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant in an amount equal to for $54,000.0019,000 for services rendered. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 19,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")190,000 Shares valued at $0.10 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common 190,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Athena at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Golden West affirm and agree that as of the date of this Agreement, OnSource Golden West is indebted to Claimant for services previously provided in an amount equal to $54,000.00100,000.00. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 100,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")2,500,000 Shares valued at $0.04 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Golden West to Claimant in excess of the Indebtedness. Claimant further agrees to waive and forgive all accrued but unpaid interest on the Indebtedness through the date of this Agreement. C. Claimant agrees that upon delivery to it Claimant by OnSource Golden West of a certificate or certificates representing 36,000 Common 2,500,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceGolden West, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Golden West’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Golden West at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Golden West has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Golden West has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Golden West and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceGolden West, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Golden West affirm and agree that as of the date of this Agreement, OnSource Golden West is indebted to Claimant in an amount equal to for $54,000.0030,000 plus accrued interest under the Credit Facility. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 30,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")600,000 Shares valued at $0.04 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Golden West to Claimant in excess of the Indebtedness. Claimant further agrees to waive and forgive all accrued but unpaid interest on the Indebtedness through the date of this Agreement. C. Claimant agrees that upon delivery to it Claimant by OnSource Golden West of a certificate or certificates representing 36,000 Common 600,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceGolden West, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Golden West’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Golden West at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Golden West has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Golden West has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Golden West and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceGolden West, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant in an amount equal to for $54,000.0026,000 for services rendered. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 26,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")100,000 Shares valued at $0.26 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common 100,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Athena at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant in an amount equal to for $54,000.003,650 for services rendered. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 3,650 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")36,500 Shares valued at $0.10 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common 36,500 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Athena at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource affirm and agree that as of the date of this Agreement, OnSource is indebted to Claimant in an amount equal to $54,000.0048,940.00. B. Claimant, for itself, successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 48,940.00 in outstanding open account (the "Indebtedness"), 36,000 32,627 shares of Common Stock of OnSource ("Common Shares"). It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it by OnSource of a certificate or certificates representing 36,000 32,627 Common Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, successors in interest and assigns, agrees to release and forever discharge OnSource, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource and to the extent he availed itself of such opportunity, he received satisfactory answers from OnSource, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Magellan affirm and agree that as of the date of this Agreement, OnSource Magellan is indebted to Claimant in an amount equal to for more than $54,000.00100,000.00 under the Credit Agreement between the Company and Xxxxx. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment repayment in full of $54,000.00 100,000.00 in outstanding open account principal advances made to the Company and due and owing under the Credit Agreement (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")5,000,000 Shares valued at $0.02 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Magellan to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Magellan of a certificate or certificates representing 36,000 Common 5,000,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceMagellan, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Magellan’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Magellan at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Magellan has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Magellan has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Magellan and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceMagellan, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Vitro affirm and agree that as of the date of this Agreement, OnSource Vitro is indebted to Claimant for services previously provided in an amount equal to $54,000.008,300. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 8,300 in outstanding open account (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")59,286 Shares valued at $0.14 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Vitro to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it Claimant by OnSource Vitro of a certificate or certificates representing 36,000 Common 59,286 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceVitro, its officers, directorsmanagers, shareholdersmembers, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Vitro’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Vitro at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Vitro has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Vitro has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Vitro and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceVitro, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Athena affirm and agree that as of the date of this Agreement, OnSource Athena is indebted to Claimant in an amount equal to for $54,000.0034,500 for services rendered. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 34,500 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")150,000 Shares valued at $0.23 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Athena to Claimant in excess of the Indebtedness. . C. Claimant agrees that upon delivery to it Claimant by OnSource Athena of a certificate or certificates representing 36,000 Common 150,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceAthena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Athena at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Athena has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource Athena and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourceAthena, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource the Company affirm and agree that as of the date of this Agreement, OnSource the Company is indebted to Claimant for $50,000 in an amount equal to $54,000.00deferred compensation for his services as Chief Executive Officer and President. B. Claimant, for itself, his successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 50,000 in outstanding open account deferred compensation (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")125,000 Shares valued at $0.40 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource the Company to Claimant in excess of the Indebtedness. C. Claimant agrees that upon delivery to it Claimant by OnSource the Company of a certificate or certificates representing 36,000 Common 125,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, his successors in interest and assigns, agrees to release and forever discharge OnSourcethe Company, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's the Company’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource the Company at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource the Company has a limited net worth. 3. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource the Company has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of OnSource the Company and to the extent he availed itself himself of such opportunity, he received satisfactory answers from OnSourcethe Company, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.

CONVERSION OF DEBT. A. Claimant and OnSource Golden West affirm and agree that as of the date of this Agreement, OnSource Golden West is indebted to Claimant in an amount equal to for $54,000.00100,000 plus accrued interest under the Credit Facility. B. Claimant, for itself, its successors in interest and assigns, agrees to accept, as payment in full of $54,000.00 in outstanding open account 100,000 (the "Indebtedness"), 36,000 shares of Common Stock of OnSource ("Common Shares")2,000,000 Shares valued at $0.04 per Share. It is understood that Claimant's acceptance of the Common Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of OnSource Golden West to Claimant in excess of the Indebtedness. Claimant further agrees to waive and forgive all accrued but unpaid interest on the Indebtedness through the date of this Agreement. C. Claimant agrees that upon delivery to it Claimant by OnSource Golden West of a certificate or certificates representing 36,000 Common 2,000,000 Shares, said Common Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Common Shares, Claimant, for itself, its successors in interest and assigns, agrees to release and forever discharge OnSourceGolden West, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Common Shares shall constitute a full and complete release, settlement and discharge of any of OnSource's Golden West’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge. D. With respect to accepting the Common Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows: 1. Claimant fully understands and agrees that the Common Shares are offered by OnSource Golden West at a price which was arbitrarily determined without regard to any value of the Common Shares. 2. Claimant fully understands that OnSource Golden West has a limited net worth. 3. Claimant acknowledges receipt of such information as he it deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that OnSource Golden West has made available to him it the opportunity to obtain additional information to evaluate his its status as an unsecured creditor and the alternatives available to himit. The Claimant acknowledges that he it had an opportunity to ask questions of OnSource Golden West and to the extent he it availed itself of such opportunity, he it received satisfactory answers from OnSourceGolden West, or its affiliates. 4. Claimant understands that there exist inherent risks in accepting the Common Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Common Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Common Shares in lieu of payment thereof.