Futureone Inc /Nv/ Sample Contracts

Futureone Inc /Nv/ – COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE (February 14th, 2002)

AM THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. FIRST AMENDMENT TO COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE Note Date: January 16, 1999 First Amendment Date: July 1, 2000 Principal Amount: $300,000.00 Original Maturity Date: December 31, 2002 Extended Maturity Date: December 31, 2003 Lender (name and address): (as to a 50% undivided interest as tenants in common) Wells Fargo Bank West, N.A., Trustee of the James C. Berger Rollover IRA (formerly Norwest Bank Colorado, National Association, Trustee of the James C. Berger Rollover IRA) 90 South Cascade Avenue P.O. Box 2120 Colorado Springs, CO 80901-2120

Futureone Inc /Nv/ – COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE (February 14th, 2002)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. THIRD AMENDMENT TO COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE Note Date: August 27, 1999 First Amendment Date: August 16, 2000 Second Amendment Date: January 16, 2001 Third Amendment Date: July 1, 2001 Principal Amount: $1,000,000.00 Original Maturity Date: September 1, 2001 Extended Maturity Date: December 31, 2003 Lender (name and address): (as to a 50% undivided interest as tenants in common) Wells Fargo Bank West, N.A., G Trustee of the James C. Berger Rollover IRA (formerly Norwest Bank Colorado, National Association, Trustee of the James C. Berger

Futureone Inc /Nv/ – ACCOUNT PURCHASE AGREEMENT (January 15th, 2002)

ACCOUNT PURCHASE AGREEMENT This Agreement dated as of November ___, 2001 is between Wells Fargo Bank West, N.A., Trustee of the James C. Berger Rollover IRA and John M. Ventimiglia (hereinafter collectively referred to as "WFBW"), and OPEC Corp. ("Customer") The Customer and WFBW agree as follows: 1. Purpose of Agreement. The Customer desires to sell and assign to WFBW acceptable accounts receivable. The purpose of this agreement is commercial in nature and not for household, family and/or personal use. 2. Definitions. "Account" means any right of payment of the net amount for goods sold, or leased and delivered or services rendered in the ordinary course of Customer's business which is not evidenced by an instrument or chattel paper. "Acceptable Account" means an Account, in an amount not to be less than $100, which conforms to the warranties and terms set forth herein or at WFBW's sole discretion, net of any credits or

Futureone Inc /Nv/ – EMPLOYMENT AGREEMENT (August 14th, 2001)
Futureone Inc /Nv/ – STOCK PURCHASE AGREEMENT (August 14th, 2001)

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into this 24th day of July, 2001, by and among JAE-TECH Engineering Inc. ("JTE"), a Colorado corporation, the persons listed in Section 1.1 below (hereafter individually referred to as a "Seller" and collectively referred to as "Sellers"); and OPEC CORP., a Colorado corporation (the "Purchaser"). EXPLANATORY STATEMENT A. The Sellers constitute all of the stockholders of JTE that operates as a corporation. B. The Sellers own of record and beneficially and in the aggregate 10,000 shares of the common stock (the "Common Stock") of JTE (such 10,000 shares of Common Stock shall be hereinafter collectively referred to as the "Sellers Shares"). The Sellers Shares constitute all of the issued and outstanding capital stock of JTE. C. The S

Futureone Inc /Nv/ – PRESS RELEASE PRESS RELEASE (April 6th, 2001)

PRESS RELEASE PRESS RELEASE FOR RELEASE 6:30 AM EST CONTACT: Phil Paulick SOURCE: FutureOne, Inc. 480-829-1854 paulick@futureone.com FutureOne, Inc. Files Chapter 11 Paves Way For Restructuring ______________________________________________ COLORADO SPRINGS, COLORADO, April 5, 2001, FutureOne, Inc. (OTC Bulletin Board: FUTO.OB), www.futureone.com, announced that it has filed for protection from its creditors under Chapter 11 of the U.S. Bankruptcy Code. The filing was made in the U.S. Bankruptcy Court in the District of Colorado. Donald D. Cannella, recently appointed CEO of FutureOne, Inc., stated that its wholly owned subsidiary, OPEC CORP., is not seeking protection from its creditors under Chapter 11 and will continue to oper

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (February 16th, 2001)

Exhibit 4.52 VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON DECEMBER 31, 2005 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a N

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (February 16th, 2001)

Exhibit 4.47 VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON JANUARY 16, 2006 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (February 16th, 2001)

Exhibit 4.51 VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON DECEMBER 31, 2005 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a N

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (February 16th, 2001)

Exhibit 4.45 VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON JANUARY 16, 2006 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a Ne

Futureone Inc /Nv/ – AGREEMENT TO PRINCIPAL & INTEREST INTO COMMON STOCK OF FUTUREONE (February 16th, 2001)

Exhibit 10.71 AGREEMENT TO PRINCIPAL & INTEREST INTO COMMON STOCK OF FUTUREONE This Agreement is made this 17th Day of January 2001, between FutureOne, Inc, a Nevada corporation ("FutureOne") and Kenneth P. Eck, ("Eck") an individual residing in Maricopa County Arizona. WHEREAS On May 30, 2000 FutureOne and Eck entered into a Settlement and Mutual Release Agreement. WHEREAS In conjunction with said Settlement and Mutual Release Agreement, FutureOne issued to Eck a promissory note (`Note") dated May 30, 2000 in the amount of $64,800.00 WHEREAS to date FutureOne has not made any of the required payments under said Note and is in default in the amount of $ $64,800 principal plus $ 3,281.00 of accrued interest. THEREFOR The parties now desire to cure the default under the note and to amend the terms of the Note as follows: FutureOne shall immediately issue to Eck 175,000 shares of it

Futureone Inc /Nv/ – GUARANTY (February 16th, 2001)

Exhibit 10.70 GUARANTY THIS GUARANTY, made this 16th day of January, 2001, by DONALD D. CANNELLA (hereinafter referred to as the "Guarantor"), to and for the benefit of WELLS FARGO BANK WEST, N.A., TRUSTEE OF THE JAMES C. BERGER ROLLOVER IRA (formerly Norwest Bank Colorado, National Association, Trustee of the James C. Berger Rollover IRA) ("BERGER"), JOHN M. VENTIMIGLIA ("VENTIMIGLIA"), ROBIN L. MORLEY AND MARK E. MORLEY (COLLECTIVELY "MORLEY"), and any successor holder of the Notes more particularly referred to below (Berger, Ventimiglia and Morley hereinafter collectively referred to as the "Lender"). 1.00 RECITALS 1.01 LOAN. OPEC Corp. and FutureOne, Inc., (hereinafter collectively referred to as the "Borrower") has applied to Lender to amend and extend a loan in the principal amount of ONE MILLION DOLLARS ($1,000,000.00) a

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (February 16th, 2001)

Exhibit 4.46 VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON JANUARY 16, 2006 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a Ne

Futureone Inc /Nv/ – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (February 16th, 2001)

Exhibit 10.72 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This amendment shall change and amend that certain Employment Agreement between FutureOne, Inc., a Nevada corporation, OPEC CORP., a Colorado Corporation and Ralph Zanck, dated January 14, 2000 and effective December 6, 1999 (the "Original Agreement). 1) The parties agree that Section 1 of the Employment Agreement shall be changed as the follows, effective immediately EMPLOYMENT DUTIES. The Company hereby employs Employee to perform the following duties as Chief Financial Officer and Treasurer. a. Perform all duties as Chief Financial Officer and Treasurer of the Company, to supervise the management of the day to day financial affairs of the Company and all of its subsidiaries, including preparation of financial statements, payment of invoices

Futureone Inc /Nv/ – COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE (February 16th, 2001)

Exhibit 10.67 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. SECOND AMENDMENT TO COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE NOTE DATE: AUGUST 27, 1999 FIRST AMENDMENT DATE: AUGUST 16, 2000 SECOND AMENDMENT DATE: JANUARY 16, 2001 PRINCIPAL AMOUNT: $1,000,000.00 ORIGINAL MATURITY DATE: SEPTEMBER 1, 2001 EXTENDED MATURITY DATE: DECEMBER 31, 2002 LENDER (NAME AND ADDRESS): ORIGINAL MAKER (NAME AND ADDRESS): (AS TO A 50% UNDIVIDED INTEREST AS TENANTS IN COMMON) OPEC Corp., a Colorado corporation Wells Fargo Bank West,

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (February 16th, 2001)

Exhibit 4.49 VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON JANUARY 16, 2006 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a Ne

Futureone Inc /Nv/ – COLLATERALIZED COMMERCIAL PROMISSORY NOTE (February 16th, 2001)

Exhibit 10.69 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. COLLATERALIZED COMMERCIAL PROMISSORY NOTE NOTE DATE: JANUARY 16, 2001 PRINCIPAL AMOUNT: $300,000.00 MATURITY DATE: DECEMBER 31, 2002 LENDER (NAME AND ADDRESS): MAKER (NAME AND ADDRESS): (AS TO A 50% UNDIVIDED INTEREST AS TENANTS IN COMMON) OPEC CORP., a Colorado corporation WELLS FARGO BANK WEST, N.A., TRUSTEE OF c/o Donald D. Cannella, President THE JAMES C. BERGER ROLLOVER IRA, 1880 Office Club Pointe #2000 (formerly Norwest Bank Colorado, Colorado Springs, CO 80920 National Association, Trustee o

Futureone Inc /Nv/ – LOAN AGREEMENT (February 16th, 2001)

Exhibit 10.68 LOAN AGREEMENT This Agreement, is made this 16th day of January, 2001, by and among: WELLS FARGO BANK WEST, N.A., TRUSTEE OF THE JAMES C. BERGER ROLLOVER IRA, (formerly, Norwest Bank Colorado, National Association, Trustee of the James C. Berger Rollover IRA) (BERGER"), JOHN M. VENTIMIGLIA ("VENTIMIGLIA") and ROBIN L. MORLEY & MARK E. MORLEY (COLLECTIVELY "MORLEY"), (BERGER, VENTIMIGLIA AND MORLEY COLLECTIVELY ARE "LENDER"); OPEC CORP., a Colorado corporation, ("OPEC") and FUTUREONE, INC., a Nevada corporation ("FUTO"), (collectively, "Borrower"); and DONALD D. CANNELLA ("Guarantor"). WHEREAS, Borrower has applied to Berger and Ventimiglia for a new revolving credit line loan in the amount of THREE HUNDRED THOUSAND and 00/100ths DOLLARS (U.S. $300,000.00) in order to meet its cash flow business obligations, ("New Loan") and, WHER

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (February 16th, 2001)

Exhibit 4.50 VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON DECEMBER 31, 2005 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a N

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (February 16th, 2001)

Exhibit 4.48 VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON JANUARY 16, 2006 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a Ne

Futureone Inc /Nv/ – WARRANT TO PURCHASE COMMON STOCK (January 16th, 2001)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. FUTUREONE, INC. WARRANT TO PURCHASE COMMON STOCK This certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mystical Dragon L.P. (the "Holder's is entitled to subscribe for and purchase twenty thousand nine hun

Futureone Inc /Nv/ – EMPLOYMENT AGREEMENT (January 16th, 2001)

EMPLOYMENT AGREEMENT THIS AGREEMENT made this 29th day of July 1998, by and between OPEC, Corp. (hereinafter called "Company") and Daniel J. Romano (hereinafter called "Employee") shall be effective as of August 1, 1998 RECITALS: WHEREAS, The Company, desires to enter into an employment relationship with Employee pursuant to the terms and conditions set forth herein; and WHEREAS, Employee is willing to accept such employment with the Company, pursuant to the terms and conditions set forth in this Agreement; and NOW THEREFORE, the Parties hereto, in consideration of the mutual covenants and promises hereinafter contained, do hereby agree as follows: TERMS 1. EMPLOYMENT DUTIES. The Company hereby employs Employee to perform the following duties as the Vice President of the Company. a. Perform all duties of Vice President as des

Futureone Inc /Nv/ – SEVERANCE AGREEMENT (January 16th, 2001)

SEVERANCE AGREEMENT This Severance Agreement (hereinafter "Agreement") is made and entered into effective as of the 12th day of January, 2001, by and between FutureOne, Inc., a Nevada corporation and its affiliates, subsidiaries and related entities (hereinafter referred to as the "Company"), and Earl J. Cook (hereinafter referred to as "Cook"). The Company and Cook shall hereinafter be referred to collectively as the "Parties." WHEREAS, Cook and the Company entered into an Employment Agreement, dated as of July 27, 1998 (as such agreement has been amended, the "Employment Agreement"), pursuant to which the Company agreed to retain Cook, and Cook agreed to serve, as the President and Chief Executive Officer of the Company. WHEREAS, Cook serves as President and Chief Executive Officer of the Company and as a member of the Company's Board of Directors. WHEREAS, Cook wishes to resign from active employment with the Company an

Futureone Inc /Nv/ – WARRANT TO PURCHASE COMMON STOCK (January 16th, 2001)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED 1N THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT 'OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. FUTUREONE, INC. WARRANT TO PURCHASE COMMON STOCK This certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Susan Trapani (the "Holder") is entitled to subscribe for and purchase one thousand five hundred twenty (1

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (January 16th, 2001)

VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON NOVEMBER 15, 2005 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a Nevada corporation) Warrant for the Purchase of 30,000 Shares

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (January 16th, 2001)

VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON NOVEMBER 15, 2005 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a Nevada corporation) Warrant for the Purchase of 6,000 Shares

Futureone Inc /Nv/ – COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE (January 16th, 2001)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. FIRST AMENDMENT TO COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE NOTE DATE: AUGUST 27, 1999 PRINCIPAL AMOUNT: $1,000,000.00 MATURITY DATE: SEPTEMBER 1, 2001 LENDER (NAME AND ADDRESS): (AS TO A 50% UNDIVIDED INTEREST AS TENANTS IN COMMON) Norwest Bank Colorado, National Association, Trustee of the James C. Berger Rollover IRA 90 South Cascade Avenue P.O. Box 2120 Colorado Springs, CO 80901-2120 and (AS TO A 40% UNDIVIDED INTEREST AS TENANTS IN COMMON) John M. Ventimiglia 4390 North Academy Boulevard Colorado Springs, CO 80917 and (AS TO A 10%

Futureone Inc /Nv/ – WARRANT TO PURCHASE COMMON STOCK (January 16th, 2001)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. FUTUREONE, INC. WARRANT TO PURCHASE COMMON STOCK This certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Earl J. Cook (the "Original Holder") is entitled to subscribe for and purchase Two Million (2,000

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (January 16th, 2001)

VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON NOVEMBER 15, 2005 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a Nevada corporation) Warrant for the Purchase of 24,000 Shares

Futureone Inc /Nv/ – WARRANT TO PURCHASE COMMON STOCK (January 16th, 2001)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. FUTUREONE, INC. WARRANT TO PURCHASE COMMON STOCK This certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Daniel J. Romano (the "Original Holder") is entitled to subscribe for and purchase One Million (1,000

Futureone Inc /Nv/ – WARRANT TO PURCHASE COMMON STOCK (January 16th, 2001)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. FUTUREONE, INC. WARRANT TO PURCHASE COMMON STOCK This certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Earl J. Cook is entitled to subscribe for and purchase One Million (1,000,000) shares (subject to adjus

Futureone Inc /Nv/ – NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE (January 16th, 2001)

VOID AFTER 5:00 P.M. MOUNTAIN STANDARD TIME, ON DECEMBER 15, 2005 NEITHER THIS WARRANT NOR THE WARRANT STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT STOCK UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT STOCK AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. FUTUREONE, INC. (a Nevada corporation) Warrant for the Purchase of 30,000 Shares

Futureone Inc /Nv/ – THIRD AMENDMENT TO PROMISSORY NOTE (January 16th, 2001)

THIRD AMENDMENT TO PROMISSORY NOTE THIS THIRD AMENDMENT TO PROMISSORY NOTE ("Amendment") is made as of October 16, 2000 between OPEC CORPORATION, a Colorado corporation (the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Lender"). RECITALS: A. The Lender made a loan to the Borrower, which loan is evidenced by that certain Promissory Note dated August 3, 1998 made by the Borrower payable to the Lender in the original principal amount of $480,000, as amended by that certain Change In Terms Agreement dated August 25, 1999 and that certain Second Amendment to Promissory Note dated as of April 17, 2000 (as so amended, the "L/C Note"). B. The Lender made a loan to the Borrower, which loan is evidenced by that certain Combination Promissory Note and Loan Agreement dated April 7, 1998 made by the Borrower payable to Lender in the original principal amount of $20,

Futureone Inc /Nv/ – WARRANT TO PURCHASE COMMON STOCK (January 16th, 2001)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED TN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. FUTUREONE, INC. WARRANT TO PURCHASE COMMON STOCK This certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bruce Jordan (the "Holder") is entitled to subscribe for and purchase five thousand three hundred t

Futureone Inc /Nv/ – SEVERANCE AGREEMENT (January 16th, 2001)

SEVERANCE AGREEMENT This Severance Agreement (hereinafter "Agreement") is made and entered into effective as of the 12th day of January, 2001, by and between FutureOne, Inc., a Nevada corporation and its affiliates, subsidiaries and related entities (hereinafter referred to as the "Company"), and Steven R. Green (hereinafter referred to as "Green"). The Company and Green shall hereinafter be referred to collectively as the "Parties." WHEREAS, Green and the Company entered into an employment position dated as of June 01, 2000 pursuant to which the Company agreed to retain Green, and Green agreed to serve, as the Chairman of the Board of Directors of the Company. WHEREAS, Green serves as Chairman of the Board of Directors of the Company and as a member of the Company's Board of Directors. WHEREAS, Green wishes to resign from active employment with the Company and, in connection therewith, the Company and Green wish to termin