FUNDING AGREEMENT

         This Funding  Agreement  ("Agreement") is made as of November 9 , 1999,
between Data Transmission Network  Corporation,  a Delaware corporation ("DTN"),
and Ag1.Com, Inc., a Wyoming corporation ("Ag1").

                                   WITNESSETH:

         WHEREAS,  Ag1 and DTN entered into a nonbinding  letter of intent dated
September  27,  1999  (the  "Acquisition  Proposal"),   which  contemplates  the
acquisition (the "Acquisition") by DTN of a controlling equity interest in Ag1.

         WHEREAS,  the Acquisition  Proposal also contemplates a working capital
agreement  pursuant to which DTN would provide working capital funds to Ag1 upon
terms mutually agreeable to DTN and Ag1.

         WHEREAS,  the  parties  desire  to enter  into this  Agreement  for the
purpose  of  agreeing  upon the terms and  conditions  of funding by DTN for Ag1
during the period in which Ag1 and DTN  negotiate,  document and  consummate the
Acquisition.

         NOW, THEREFORE,  in consideration of the mutual promises and agreements
herein contained, it is agreed as follows:

         1. The Advances.  Commencing on November 1, 1999, and continuing  until
the earlier of May 31, 2000 or the closing of the Acquisition (the "Term"),  DTN
will make advances to Ag1, subject to the terms and conditions contained in this
Agreement.  Upon receipt of an application for an advance complying with Section
4, DTN will make advances  (collectively  called the "Operational  Advances" and
individually called an "Operational  Advance) to Ag1 which in the aggregate will
not exceed Five Hundred Twenty Five Thousand Dollars ($525,000). Upon receipt of
an application  for an advance  complying with Section 4, DTN will make advances
(collectively  called the  "Construction  Advances"  and  individually  called a
"Construction  Advance") for capital expenditures relating to the tenant finish,
trade fixtures and equipment to be included in Ag1's leased office facility (the
"Project") which are in accordance with the Plans approved by DTN as provided in
Section 4(a). The Construction Advances in no event shall exceed One Million Six
Hundred Thousand Dollars ($1,600,000) in the aggregate. The Operational Advances
and  Construction  Advances  sometimes  will be  referred  to in this  Agreement
collectively as the "Advances" and individually as an "Advance". All Operational
Advances  shall  be  utilized  solely  to  satisfy  the  working  capital  needs
(exclusive  of capital  expenditures)  of Ag1 in  operating  its business in the
ordinary course consistent with past practices.  All Construction Advances shall
be utilized solely for payment of the costs of constructing the improvements and
equipping the Project in substantial  compliance  with the Plans for the Project
approved by DTN as provided in Section 4(a).  Ag1 shall in no event divert funds
for any other purpose. The Advances do not constitute revolving credit, and once
an Advance has been repaid,  DTN is not obligated to make the Advance again. All
Advances  shall be subject at all times to all maximum limits and conditions set
forth in this  Agreement.  The Advances  shall be evidenced by Ag1's  promissory

                                     -124-
<PAGE>

note (the "Note") in the form set forth as Exhibit "A" hereto,  with appropriate
insertions.  All Advances made by DTN to Ag1 pursuant to this  Agreement and all
payments of principal shall be evidenced by DTN on the schedule  attached to the
Note,  which  schedule shall be rebuttable  presumptive  evidence of the subject
matter thereof.

         2. Interest Charges.  The unpaid principal amount of the Advances shall
bear  interest  from time to time  prior to  maturity  at a rate per annum  (the
"Interest  Rate)  which is one-half a  percentage  point  (.005)  above the rate
announced  from time to time in the "Money  Rates"  section  of The Wall  Street
Journal as the  "prime  rate"  (the base rate on  corporate  loans at large U.S.
money center commercial  banks). The initial Interest Rate shall be the Interest
Rate  most  recently  announced  prior to the date of this  Agreement,  and such
Interest  Rate  shall be  adjusted  upward  or  downward  on each date such rate
changes.  The unpaid  principal  amounts of the Advances which are not paid when
due shall bear  interest  accruing from and including the date such amount shall
have  become  due to the date of  payment  thereof in full at the rate per annum
which is four percentage points above the Interest Rate in effect on such date.

         3.  Payments of Principal  and  Interest.  If the Term expires upon the
closing of the  Acquisition,  then Ag1 and DTN agree that the  principal  of and
interest on the  Advances  shall be applied to the working  capital  funds to be
provided by DTN to Ag1  pursuant to the  documentation  for the  Acquisition  as
contemplated  by the  Acquisition  Proposal.  If the Term  expires  without  the
closing  of the  Acquisition,  then Ag1 agrees (i) to pay to DTN within ten (10)
days of the expiration of the Term all unpaid  interest on the Advances  accrued
through May 31, 2000, (ii) to repay the entire  principal amount of the Advances
to DTN in twenty-four (24) equal monthly  payments  commencing on June 30, 2000,
and continuing on the last day of each calendar month  thereafter,  and (iii) to
pay to DTN the interest on the unpaid  Advances  accruing after May 31, 2000, at
the  Interest  Rate in effect  from time to time as  provided  in  Section 2, in
monthly  payments in arrears  commencing on June 30, 2000, and continuing on the
last day of each  calendar  month  thereafter  until paid in full.  All payments
hereunder  shall  first be  applied  to  accrued  and  unpaid  interest  and the
remainder  shall be  applied to the unpaid  principal  balance of the  Advances.
Interest  after  maturity  shall be payable on  demand.  Interest  on the unpaid
principal  amount  of the  Advances  shall be  computed  on the  basis of a year
consisting of 360 days and paid for actual days elapsed.

         4.  Disbursement of Advances.  DTN's  obligation to make Advances under
this  Agreement  shall be subject to there being at the time of such  Advance no
condition  which is or with the  passage  of time  would be an event of  default
under this Agreement.  DTN's obligation to make Construction Advances under this
Agreement also shall be subject to the fulfillment to DTN's  satisfaction of all
of the following conditions:

         (a)   DTN shall have  approved  in writing a complete  set of plans and
               construction  and  purchase   contracts  (the  "Plans")  for  all
               improvements  and equipment for the Project and the  construction
               thereof,  and Ag1 shall have furnished to DTN upon request copies
               of all permits and requisite  approvals of any governmental  body
               necessary for the construction and use of the Project.

                                       2
                                     -125-
<PAGE>

         (b)   All work for which a  Construction  Advance is  requested  (other
               than the application  for a Construction  Advance for the initial
               deposit  to be given the  general  contractor  of the  Project or
               other deposits  required under the Plans) shall have been done in
               a good and  workmanlike  manner and all  materials,  fixtures and
               equipment  related to such  Construction  Advance shall have been
               furnished and installed,  all in compliance  with the Plans.  Ag1
               shall also have  furnished  to DTN such proofs as DTN may require
               to establish the progress of the work, compliance with applicable
               laws,  freedom  from  liens,  and the basis for the  Construction
               Advance.

         (c)   Ag1 shall have  obtained and attached to each  application  for a
               Construction Advance, executed acknowledgments of payments of all
               sums due and  releases  of  mechanic's  and  materalmen's  liens,
               satisfactory  to DTN,  from any party having lien  rights,  which
               acknowledgments  of payment and releases of liens shall cover all
               work, labor, equipment,  materials done, supplied,  performed, or
               furnished prior to such application for the Construction Advance.

Each application for an Advance shall be on a form approved by DTN,  executed by
Ag1,  and  supported  by such  evidence as DTN shall  reasonably  require.  Each
application for an Advance shall be deemed a certification of Ag1 that as of the
date of such application,  all representations and warranties  contained in this
Agreement are true and correct,  and that Ag1 is in  compliance  with all of the
provisions of this Agreement.  With respect to Construction Advances, other than
the application  for a Construction  Advance for the initial deposit to be given
the general  contractor  of the  Project or other  deposits  required  under the
Plans, Ag1 shall apply only for disbursement  with respect to work actually done
and for materials and equipment actually  incorporated into the Project.  At the
sole option of DTN,  Construction Advances may be paid in the joint names of Ag1
and the general  contractor,  subcontractor(s) or supplier(s) in payment of sums
due in connection with the Project.

         5.  Security.  All Advances  shall be secured by a first lien  security
interest  on all of the  collateral  granted to DTN by Ag1 under  that  Security
Agreement executed  concurrently  herewith (the "Security Agreement") and by the
Assignment  of Lease to be executed by Ag1 and its landlord  within  thirty days
after the date of this  Agreement in a form approved by DTN (the  "Assignment of
Lease").  Ag1 shall  comply with all the terms and  conditions  of the  Security
Agreement,  the Assignment of Lease, and any other instruments and documents now
or hereafter delivered in connection herewith or therewith.

         6. Default.  Each of the following shall constitute an event of default
under this Agreement:


         (a)   if any representation or warranty made by Ag1 proves to be untrue
               in any material respect;

                                       3
                                     -126-
<PAGE>

         (b)   Ag1's default in the due  observance or performance of any of the
               terms,  conditions  or  agreements  herein  or under  the  terms,
               conditions  or  agreements   contained  in  the  Note,   Security
               Agreement or Assignment of Lease;

         (c)   the  financial  condition of Ag1 or the security for the Advances
               is materially affected in any adverse manner;

         (d)   the filing by or against  Ag1 of any  petition in  bankruptcy  or
               insolvency  or  for  reorganization,  or  for  appointment  of  a
               receiver,  liquidator, or trustee, or the making of an assignment
               for the benefit of  creditors  or the filing of a petition for an
               arrangement;

         (e)   a change  deemed by DTN to be material or  substantial  occurs in
               the assets or net worth or credit standing of Ag1;

         (f)   any judgment is rendered against Ag1 which in the sole discretion
               of  DTN  constitutes  a  material   impairment  of  Ag1's  credit
               standing; or

         (g)   a  default  by Ag1  occurs  under  the  Security  Agreement,  the
               Assignment of Lease or any other instrument securing the Note and
               Ag1 has not cured such default within the applicable  cure period
               set forth in the Security  Agreement,  the Assignment of Lease or
               such other instrument, if any.

          7. Remedies on Default.  If any event of default occurs,  DTN may, but
shall not be required to,  disburse or cause to be disbursed  part or all of the
Advances to observe or perform all or portions of Ag1's obligations hereunder or
under the Security Agreement or the Assignment of Lease. If any event of default
occurs,  DTN, at its option, may declare all outstanding  indebtedness under the
Note, together with all accrued but unpaid interest thereon, immediately due and
payable without  presentation,  demand,  protest, or further notice of any kind,
and DTN may then proceed to enforce each and every remedy provided for herein or
in the Security  Agreement or the Assignment of Lease either at law or in equity
for the collection of the indebtedness. All rights and remedies herein expressed
are  cumulative  and not exclusive of any right or remedy DTN may have either at
law or in equity and are in addition to those  rights set forth in the  Security
Agreement and the Assignment of Lease.

         8. Ag1's  Representations,  Warranties and Covenants.  To induce DTN to
make the Advances  provided for herein,  Ag1  represents and warrants (as of the
date of this Agreement and as of the date of each Advance), covenants and agrees
:

         (a)   That Ag1 has all requisite power and authority to enter into this
               Agreement  and all  documents  relative  hereto  to which it is a
               party and to  perform  its  duties  hereunder,  and has taken all
               actions  necessary and proper in order to exercise such power and
               authority;  that this  Agreement  and the Funding  Documents  (as
               hereinafter  defined)  have been duly  authorized,  executed  and
               delivered and constitute valid and legally binding obligations of
               Ag1 and are enforceable according to their terms; that Ag1 is not

                                       4
                                     -127-
<PAGE>

               in breach of or in default of any regulation,  order, injunction,
               rule or decree of any  governmental  authority or court or of any
               agreement  or  instrument  to  which  it is a party  and that the
               execution  hereof will not cause any such breach or default;  and
               that  no   proceeding   at  law  or  in  equity  or  before   any
               administrative  body is pending or threatened which would prevent
               Ag1 from  entering  into or  carrying  out its duties  under this
               Agreement or any of the other Funding Documents.

         (b)   To  keep  or  cause  to be kept in  full  force  and  effect  all
               insurance  required by the Security  Agreement and the Assignment
               of Lease.

         (c)   To fully  observe and perform  all of the terms,  covenants,  and
               conditions of this Agreement,  the Note, the Security  Agreement,
               the Assignment of Lease and such other  documents as are executed
               between the parties as of the date hereof,  which  documents  are
               referred to collectively herein as the "Funding Documents".

         (d)   To promptly pay and discharge or cause to be paid and  discharged
               all lawful applicable taxes and assessments, if any, whether they
               are imposed upon Ag1's personal property and improvements or upon
               Ag1; to pay promptly for all labor, services and materials and to
               prevent  the  filing  of liens or  claims  therefor  against  the
               property of Ag1.

         (e)   To use the Advances  hereunder  solely for the purposes set forth
               in paragraph 1 hereof.

         (f)   To permit DTN and DTN's agents at all reasonable times to inspect
               the books and records and the physical  assets of the business of
               Ag1.

         (g)   Not to assign this Agreement nor any interest in disbursements or
               Advances  to be  made  hereunder.  Not  to  transfer,  convey  or
               encumber the property which is security for the Advances,  except
               sale of the inventory in the ordinary course of business.

         (h)   To execute,  deliver  and record  where  appropriate  all Funding
               Documents.


         9. No Solicitation of  Transactions.  The stockholders of Ag1 executing
this  Agreement  for the  purpose  of  making  the  covenants  set forth is this
paragraph (the  "Stockholders")  and Ag1 agree that during the Term none of them
shall, and that they shall cause their subsidiaries and  representatives not to,
directly or  indirectly,  initiate,  solicit or encourage  any  inquiries or the
making of any  proposal  or offer with  respect to a sale,  transfer,  exchange,
merger, reorganization,  consolidation, business combination,  recapitalization,
liquidation,  dissolution or similar transaction  involving Ag1, or any purchase
or  sale  of  all or any  significant  portion  of the  assets  of Ag1  and  its
subsidiaries,  taken as a whole,  or fifteen percent (15%) of more of the equity
securities of Ag1 (any such proposal or offer being hereinafter referred to as a

                                       5
                                     -128-
<PAGE>

"Competing Transaction"). The Stockholders and Ag1 further agree that neither of
them shall, and that they shall cause their subsidiaries and representatives not
to, directly or indirectly, have any discussion with or provide any confidential
information or data relating to Ag1 or any of it  subsidiaries  to any person or
entity  relating  to a  Competing  Transaction  or  engage  in any  negotiations
concerning  a  Competing  Transaction,  or  otherwise  facilitate  any effort or
attempt to make or  implement  a  Competing  Transaction  or accept a  Competing
Transaction.  The  Stockholders  and Ag1 agree that they will take the necessary
steps to promptly inform each of their  subsidiaries and  representatives of the
obligations  undertaken in this paragraph.  Effective as of the date hereof, the
Stockholders   and  Ag1  shall  terminate  and  cause  their   subsidiaries  and
representatives   to  terminate   any  existing   activities,   discussions   or
negotiations  with any third  parties  that may be ongoing  with  respect to any
Competing  Transaction  and  shall  request  that all  confidential  information
previously  furnished  to any such  third  parties  be  returned  promptly.  The
Stockholders  represent  and warrant to DTN that together they are the owners of
more than ninety percent (90%) of the equity securities of Ag1.

         10. Conduct of Business of Ag1.  During the Term, Ag1 shall (i) conduct
its  business  and  operations  according  to its  ordinary  course of  business
consistent  with past practice,  except as otherwise  provided in this Agreement
and (ii) use its  reasonable  best  efforts  to  preserve  intact  its  business
organization  and its  relationship  with  licensors,  suppliers,  distributors,
employees,  customers and others having business relationships with them, except
as may otherwise be agreed by Ag1 and DTN.  Without  limiting the  generality of
the foregoing,  during the Term, without the prior written consent of DTN (which
consent will not be unreasonably  withheld so long as the act to be consented to
is within the ordinary course of business of Ag1), Ag1 shall not:

         (a)   change or amend its  Articles  of  Incorporation  or By-laws  (or
               similar governing documents);

         (b)   create, incur or assume any debt, liability or obligation, direct
               or indirect, whether accrued, absolute,  contingent or otherwise,
               other  than  obligations  incurred  in  the  ordinary  course  of
               business  consistent  with past practice,  or assume,  guarantee,
               endorse  or  otherwise  become  liable  or  responsible  (whether
               directly,  contingently  or otherwise) for the obligations of any
               other person, or make any loans or advances to any person, except
               in the ordinary course of business consistent with past practice;

         (c)   declare,  set  aside or pay any  dividend  or other  distribution
               (whether in cash,  stock or property or any combination  thereof)
               in respect of the capital  stock of Ag1,  or redeem or  otherwise
               acquire  any of the  capital  stock of Ag1 or split,  combine  or
               otherwise  similarly change the capital stock of Ag1 or authorize
               the  creation  or  issuance of or issue or sell any shares of its
               capital stock or any securities or obligations  convertible  into
               or  exchangeable  for,  or giving any person any right to acquire
               from it, any shares of its  capital  stock,  or agree to take any
               such action;

         (d)   change in any manner the rate or terms of  compensation  or bonus
               payable or to become payable to any director, officer or employee
               or  change  in any  manner  the rate or  terms of any  insurance,

                                       6
                                     -129-
<PAGE>

               pension,  severance,  or other employee benefit plan,  payment or
               arrangement made to, for or with any employees;

         (e)   enter  into  any   agreement  or   commitment   for  any  capital
               expenditure  in  excess  of  $50,000,   individually  or  in  the
               aggregate,  or enter into any  agreement  or  commitment  for any
               borrowing or capital financing;

         (f)   sell,  lease,  transfer  or dispose of any of its  properties  or
               assets, waive or release any rights of material value, or cancel,
               compromise,  release or assign any indebtedness owed to it or any
               claims held by it in each case other than in the ordinary  course
               of business consistent with past practice;

         (g)   make any  investment  of a capital  nature  either by purchase of
               stock or securities, contributions to capital, property transfers
               or  otherwise,  or by the  purchase of any  material  property or
               assets of any other individual, firm, corporation or entity; or

         (h)   enter  into an  agreement  to do any of the things  described  in
               clauses (a) through (g) above.

         11. Definitive Purchase Agreement.  DTN, Ag1 and the Stockholders agree
to negotiate  in good faith to complete  and execute a  definitive  purchase and
sale  agreement  consistent  with the  terms of the  Acquisition  Proposal  (the
"Purchase  Agreement") on or before  December 31, 1999.  The Purchase  Agreement
shall contain customary representations,  warranties and indemnifications by Ag1
and  the  Stockholders  as are  appropriate  to the  Acquisition.  The  Purchase
Agreement shall also contain customary  conditions  precedent to the obligations
of the parties to consummate the Purchase Agreement,  including, but not limited
to, the due diligence, lien searches, litigation and proceedings,  environmental
matters,  taxes  and other  liabilities  of Ag1  being  satisfactory  to DTN and
receipt of all approvals and consents of all necessary  regulatory  authorities.
In addition to such customary  conditions  precedent,  the obligations of DTN to
consummate  the  Acquisition  shall  be  conditioned  upon  the  approvals  (the
"Approvals")  of the Purchase  Agreement and the  Acuqisition  by DTN's Board of
Directors  and the  lenders  under  DTN's  credit  facilities.  If the  Purchase
Agreement is executed,  but the closing of the Purchase Agreement does not occur
on or before May 31, 2000, due to the breach of the Purchase Agreement by DTN or
due to the  failure  of DTN to obtain the  Approvals  (but not due to failure to
satisfy the customary  conditions  precedent referred to above or the failure of
the parties to the Purchase  Agreement other than DTN), then (i) one-half of the
aggregate  amount of Operational  Advances  outstanding on May 31, 2000 shall be
deemed forfeited by DTN and (ii) DTN and its subsidiaries will not engage in the
business  of  selling  agricultural  inputs  (such  as  seed,  fertilizer,   and
chemicals),  crop insurance or  agricultural  financing in competition  with the
business  of Ag1 during the one year period  commencing  June 1, 2000 and ending
May 31, 2001; provided,  however,  such non-compete provision shall not preclude
DTN or its  subsidiaries  from furnishing  agricultural  information in a manner
similar to its existing business.

                                       7
                                     -130-
<PAGE>

         12. Miscellaneous.


         (a)   Time is of the essence of this Agreement.

         (b)   No delay on the part of either party in exercising  any rights or
               remedies of such party under this  Agreement  shall  operate as a
               waiver nor shall any partial  exercise  or any partial  waiver of
               any such  right,  remedy or  privilege  preclude  any  subsequent
               exercise  of  such  right,  remedy,  or  privilege  hereunder  or
               otherwise.

         (c)   This Agreement shall bind and inure to the benefit of the parties
               hereto, their respective heirs, legal representatives, successors
               and, subject to the provisions hereof,  assigns, and shall remain
               in full force and effect so long as any  obligation  of Ag1 under
               this  Agreement  or under any of the  Funding  Documents  remains
               unfulfilled.

         (d)   This  Agreement  shall be governed in all respects by the laws of
               the  State  of  Nebraska  without  regard  to  choice  of laws or
               conflict of laws provisions thereof.

         (e)   This Agreement may be executed in any number of counterparts  and
               signatures may be delivered by facsimile,  each of which shall be
               enforceable   against  the  parties   actually   executing   such
               counterparts,  and all of which  together  shall  constitute  one
               instrument.

                            [SIGNATURE PAGE FOLLOWS]

                                       8
                                     -131-
<PAGE>



         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                     DATA TRANSMISSION NETWORK
                                     CORPORATION, a Delaware corporation



                                     By:/s/ Greg T. Sloma
                                        -----------------------------
                                        Greg T. Sloma
                                     Title: President and COO


                                     AG1.COM, INC., a Wyoming corporation



                                     By:/s/ William T. Rose
                                        -----------------------------
                                        William T. Rose
                                     Title:CEO



         The following  persons or entities  execute this Agreement for the sole
purpose of making the  representations,  warranties  and  covenants set forth in
Paragraphs 9 and 11 thereof.
                                        /s/ William T. Rose
                                        ------------------------------
                                        William T. Rose


                                        /s/Gerald B. Murphy
                                        ------------------------------
                                        Gerald B. Murphy


                                        /s/James Lewis
                                        ------------------------------
                                        James Lewis

                                       9
                                     -132-
<PAGE>


                                                                    Exhibit "A"

                                 PROMISSORY NOTE

$2,125,000                                                Date:November 8, 1999


         1. Ag1's Promise to Pay Principal and Interest. For value received, the
undersigned  maker  ("Ag1")  promises  to  pay  to  Data  Transmission   Network
Corporation ("Holder"), a Delaware corporation,  at its corporate office at 9110
West Dodge  Road,  Suite 200,  Omaha,  Nebraska,  or at such other  place as the
Holder of this Note may from time to time  designate,  the  principal sum of Two
Million One Hundred Twenty-Five  Thousand Dollars  ($2,125,000),  or such lesser
amount as may be the aggregate unpaid principal amount of the Advances,  as such
term is defined in the  Funding  Agreement  referred  to below,  advanced to Ag1
pursuant to such Funding  Agreement.  Ag1 promises to pay interest on the unpaid
principal  amount of the Advances from time to time outstanding from the date of
their  advance  until  payment  in full at the rates per  annum  which  shall be
determined  in accordance  with the  provisions  of the Funding  Agreement.  Ag1
promises  to pay  the  principal  amount  of the  Advances  from  time  to  time
outstanding  and any interest  thereon in accordance  with the provisions of the
Funding  Agreement.  Such payments of principal and interest shall be payable on
each date and in such manner as provided for in the Funding Agreement; provided,
however, that any payment which is not paid when due shall be payable on demand.
If not sooner paid, the principal balance,  together with all interest and other
sums due under this Note, shall be paid in full on or before May 31, 2002.

         2. Funding  Agreement.  This instrument is the Note referred to in, and
is subject to the terms and  provisions  of, the Funding  Agreement of even date
herewith  (as the same may be  amended,  modified or  supplemented  from time to
time,  herein called the "Funding  Agreement")  between  Ag1.Com,  Inc. and Data
Transmission Network Corporation, to which Funding Agreement reference is hereby
made for a statement of such terms and provisions.

         3. Grid Schedule.  All advances made by the Holder under this Note, and
all payments made by Ag1 on account of the unpaid principal amount hereof, shall
be recorded on the  schedule  attached to this Note,  and Ag1 agrees that in any
action or proceeding  instituted to collect or enforce  collection of this Note,
the amount shown as owing on this Note on the schedule  attached hereto shall be
deemed prima facie correct.

         4.  Default  by Ag1.  Should  default  be made  in the  payment  of any
installment  of  principal  or interest  when due, or if an event of default has
occurred as provided in the Funding  Agreement,  the whole sum of principal  and
interest shall become immediately due at the option of the Holder and regardless
of any prior forbearance.  Interest shall accrue following any default hereunder
at the default rate provided for in the Funding Agreement.

         5. Prepayment  Privilege.  The principal amount due on this Note may be
prepaid in whole or in part at any time.  All payments shall first be applied to
interest and then to principal.

                                       10
                                     -133-
<PAGE>

         6.  Governing  Law. This Note shall be construed  under and governed by
the substantive  laws of the State of Nebraska,  but not the choice of law rules
thereof.

         7.  Obligations  of Persons Under this Note. In this Note, the singular
shall include the plural and this Note shall be the joint and several obligation
of each Maker.

         8.  Assumability of this Note. This Note may not be assumed or assigned
by Ag1 without the express written  consent of the Holder hereof,  which consent
may be withheld in Holder's sole and absolute discretion.

         9. Maximum  Interest.  In no event whatsoever shall the amount paid, or
agreed to be paid, to the Holder for the use,  forbearance,  or retention of the
money to be loaned hereunder  ("Interest") exceed the maximum amount permissible
under  applicable law. If the performance or fulfillment of any provision hereof
shall result in Interest  exceeding  the limit for interest  prescribed  by law,
then the amount of such Interest  shall be reduced to the maximum rate which may
lawfully  be charged or  collected  by the Holder.  If,  from any  circumstances
whatsoever,  the Holder should  receive as Interest an amount which would exceed
the highest lawful rate,  the amount which would be excessive  Interest shall be
applied to the reduction of the principal  balance owing  hereunder  (or, at the
option of the Holder, be paid over to Ag1) and not to the payment of Interest.

         10.  Costs of  Collection.  Ag1  promises  to pay:  (a) all  costs  and
expenses of collection,  including without  limitation,  attorneys' fees, in the
event this Note or any portion of this Note is placed in the hands of  attorneys
for  collection  and such  collection is effected  without suit;  (b) attorneys'
fees, as determined  by the judge of the court,  and all other costs,  expenses,
and fees  incurred by the Holder in the event suit is instituted to collect this
Note or any portion of this Note;  (c) all costs and expenses  incurred by or on
behalf of the Holder in connection  with  collecting or otherwise  enforcing any
right of the Holder  under this Note or any other  instrument  given as security
for this Note; and (d) all costs and expenses,  including,  without  limitation,
attorneys'  fees,  incurred  by the Holder in  connection  with any  bankruptcy,
insolvency,  or  reorganization  proceeding  or  receivership  in  which  Ag1 is
involved, including, without limitation,  attorneys' fees incurred in making any
appearances  in any  such  proceeding  or in  seeking  relief  from  any stay or
injunction issued in or arising out of any such proceeding.

         11. Certain Waivers. Ag1 waives diligence,  grace, demand,  presentment
for payment,  exhibition  of this Note,  protest,  notice of protest,  notice of
dishonor,  notice of demand,  notice of  nonpayment,  and any and all  exemption
rights  against the  indebtedness  evidenced by this Note, and agrees to any and
all  extensions or renewals from time to time without  notice and to any partial
payments of this Note made before or after maturity and that no such  extension,
renewal,  or partial payment shall release Ag1 from the obligation of payment of
this Note or any installment of this Note.

                                       11
                                     -134-
<PAGE>



         EXECUTED as of November 8, 1999.

                                              AG1.COM, INC., a Wyoming
                                              corporation

                                              By:/s/ William T. Rose
                                                 --------------------------
                                                 William T. Rose
                                              Title:CEO
                                       12
                                     -135-