VOTING
AGREEMENT
THIS
VOTING AGREEMENT is made and entered into as of the 10th day of
May, 2005, by and between ONSOURCE CORPORATION , a Delaware
corporation ("ONSOURCE"), and OSMOTICS CORPORATION , a
Colorado corporation ("Osmotics").
RECITALS
A. Concurrently
herewith, ONSOURCE has executed and delivered an Agreement and Plan
of Merger (the "Merger Agreement") by and between ONSOURCE,
Osmotics Pharma, Inc., a Colorado corporation ("OPI"), a controlled
subsidiary of Osmotics, and OnSource Acquisition Corp., a Colorado
corporation which is a wholly-owned subsidiary of ONSOURCE.
B. Upon consummation
of the transactions contemplated by the Merger Agreement, Osmotics
will become the beneficial owner (as defined in Regulation Section
Section 240.13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) of 11,428,894 shares of common stock
of ONSOURCE and Warrants exercisable to purchase an additional
1,079,560 shares of common stock of ONSOURCE (the "Common
Stock").
C. The parties wish
to implement the provisions of Section 5.2 of the Merger Agreement
with respect to the manner in which the Common Stock shall be
voted.
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