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 and, in
connection  therewith,  the Company and Cook wish to  terminate  the  Employment
Agreement with the Company effective January 12, 2001 ("Separation  Date");  and
Cook wishes to resign from the Board of  Directors  of the Company  effective on
the Separation Date.

NOW,  THEREFORE,  for  and in  consideration  of the  mutual  agreements  herein
described and agreed to be performed, the Parties agree as follows:

A. CONSIDERATION PAID BY THE COMPANY TO COOK

1.   MONETARY  PAYMENTS AND OTHER  CONSIDERATION.  The Company agrees to provide
     Cook with the  payments  and other items of valuable  consideration  listed
     below:

(a)  The Company shall pay to Cook a total  separation  compensation  of $90,000
     payable in twelve (12) equal monthly  installments of $5,000 each beginning
     February 1, 2001 and twelve (12) equal monthly  installments of $2,500 each
     beginning  February 1, 2002. All amounts  payable  pursuant to this Section
     A.1.(a) shall be considered as wages and may be made in accordance with the
     Company's regular payroll payment dates in effect from time to time.

(b)  Within thirty (30) days following the date of this  Agreement,  the Company
     shall pay to Cook the $10,000 in outstanding Board of Director fees owed to
     Cook.

(c)  All accrued salary payable to Cook as of the Separation  Date shall be paid
     on the next regular scheduled pay day of the Company.

(d)  By January 17, 2001 the Company  shall pay to Cook all amounts due Cook for
     expense  incurred by Cook prior to the date of this  Agreement as submitted
     to the Company on expense  reports or incurred by Cook on personnel  credit
     cards.

(e)  The Company shall pay the premiums for health and dental insurance coverage
     as currently  provided by the Company or under COBRA,  which coverage shall
     be no less than Cook's insurance coverage immediately preceding the date of
     this  Agreement.  Such insurance  coverage shall be provided by the Company
     for Cook's continued benefit and the benefit of his eligible beneficiaries,
     until January 8, 2003.
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(f)  The Company shall  concurrently  with the signing of this Agreement issue a
     Warrant  dated  October 1, 2000 for  1,000,000  fully  vested  warrants  to
     purchase Common Stock of the Company at $.15 per share.  Such Warrant shall
     include all of the same terms and  conditions  as the Warrant  Agreement of
     October 1, 2000 for 2,000,000 shares,  except that it shall be fully vested
     as of the Separation  Date and be at a price of $.15 per share. In exchange
     for the  issuance  of this  Warrant,  Cook  hereby  agrees  to  cancel  and
     surrender the options and warrants specified in Section B 1 (a) below.

B. CONSIDERATION PROVIDED BY COOK TO THE COMPANY

1.   OTHER  CONSIDERATION  Cook  agrees to  provide  the  Company  with items of
     valuable consideration listed below:

(a)  In exchange for the 1,000,000 warrants to be issued to Cook per Section A 1
     (f) above, Cook hereby agrees that the Stock Option grant of 245,000 shares
     issued to him July 18,  1999,  the Warrant  Agreement  for  205,406  shares
     issued  to him as of  September  30,  1998 and the  Warrant  Agreement  for
     2,000,000  shares issued to him October 1, 2000 shall be canceled and of no
     further force and effect as of the Termination Date.

(b)  Cook hereby agrees that for a period of six months,  beginning  February 1,
     2001, he will provide services to the Company, as specifically requested by
     the President or CFO. The Parties  further agree that such services will be
     limited to 40 hours per month,  unless  specifically  waived by. Cook.  The
     Company  may also  request  that such  services  be  provided at any of the
     Company's  offices and the Company  shall  reimburse or pay directly all of
     the out of pocket  expenses  incurred by Cook in performing  such services,
     including  but not limited to travel,  long distance  telephone,  supplies,
     etc.  Cook  agrees  that  all  such  out of  pocket  expenditures  shall be
     reasonable in the normal course of business.

1. MUTUAL RELEASE.  The Company hereby knowingly,  voluntarily,  and irrevocably
releases and discharges Cook, his heirs,  personal  representatives  and assigns
from any and all claims, demands, liabilities, judgements, damages, expenses, or
causes of action of any kind or nature  whatsoever,  arising or  accruing  on or
prior to the date hereof, which the Company may have had or may now or hereafter
have or assert,  whether now known or  unknown;  provided,  however,  the claims
which are waived,  released  and  discharged  pursuant to this  Agreement do not
include any claims related to or arising out of, either  directly or indirectly,
acts or omissions of Cook which constitute willful misconduct, fraud, bad faith,
intentional violations of fiduciary duties, or gross negligence.

2. Cook, together with his heirs,  personal  representative and assigns,  hereby
knowingly, voluntarily, and irrevocably releases and discharges the Company, its
officers, directors, employees, successors and assigns, from any and all claims,
demands,  liabilities,  judgments, damages, expenses, or causes of action of any
kind or nature whatsoever  arising on or accruing on or prior to the date hereof
which Cook may have had or may now or hereafter  have assert,  whether now known
or unknown. This release,  however,  shall not include any of the obligations to
pay Cook for items accruing prior to the Separation Date as specified in Section
A 1 and any claims against Cook related to lease obligations of the Company that
Cook has personally guaranteed.

D.  COMPANY  PROPERTY  AND RETURN OF  PROPERTY.  Cook shall  return all  Company
property,  including,  without  limitation,  equipment,  handbooks  or  manuals,
building  or office  access  cards,  and keys  immediately  upon  request of the
Company. Cook shall retain and is hereby given title to the Nokia cell phone and
IBM Thinkpad now in his possession.

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<PAGE>
E.  PROPRIETARY  INFORMATION.   All  tangible  material  containing  Proprietary
Information,  whether  created  by Cook or  others,  which  shall  come into his
custody or possession, shall be and are the exclusive property of the Company to
be used by Cook only in the  performance of his post Agreement  services for the
Company.  All such materials or copies thereof and all tangible  property of the
Company in the custody or  possession  of Cook shall be delivered to the Company
on  January  8,  2001.  After  such  delivery,  Cook  shall not  retain any such
materials or copies thereof or any such tangible  property,  except as permitted
by the Company to perform the services required of him under this Agreement.

Cook  agrees that his  obligation  not to  disclose  or to use  information  and
materials of the types set forth above,  and his obligation to return  materials
and  tangible  property,  set  forth  above,  also  extends  to  such  types  of
information,  materials  and  tangible  property of  customers of the Company or
suppliers  to the  Company or other  third  parties  who may have  disclosed  or
entrusted the same to the Company or to Cook.

For purposes of this Agreement, "Proprietary Information" means and includes the
following:  the  identity  of  clients  or  customers  or  potential  clients or
customers of the Company or its affiliates; any written, typed or printed lists,
or other  materials  identifying  the clients or customers of the Company or its
affiliates;  any financial or other information supplied by clients or customers
of the Company or its affiliates;  any and all data or information involving the
Company, its affiliates,  programs, methods, or contacts employed by the Company
or its  affiliates  in the  conduct of their  business;  any  lists,  documents,
manuals, records, forms, or other material used by the Company or its affiliates
in the  conduct  of  their  business;  and  any  other  secret  or  confidential
information concerning the Company's or its affiliates' business or affairs. The
terms "list," "document" or other equivalents, as used in this paragraph are not
limited  to a physical  writing  or  compilation  but also  include  any and all
information whatsoever regarding the subject matter of the "list" or "document,"
whether  or not such  compilation  has been  reduced  to  writing.  "Proprietary
Information" shall not include any information which: (i) is or becomes publicly
available  through no act or failure of Cook; (ii) was or is rightfully  learned
by Cook from a source  other than the Company  before  being  received  from the
Company; or (iii) becomes  independently  available to Cook as a matter of right
from a third  party.  If only a portion  of the  Proprietary  Information  is or
becomes  publicly  available,  then only that portion  shall not be  Proprietary
Information hereunder.

F.  CONFIDENTIAL  MATERIAL.  In the course of Cook's  employment by the Company,
Cook  agrees  that  he had  access  to  secret  or  confidential  technical  and
commercial  information,  business plans and strategies,  financial information,
financial  forecasts,  business  records,  information  regarding  key  business
relationships, records, data, specifications,  systems, methods, plans, designs,
policies,  inventions,  material and other knowledge ("Confidential  Material"),
whether  or  not  copyrighted,   owned  by  the  Company.  Cook  recognizes  and
acknowledges that the Confidential  Material is valuable,  special and unique to
the Company's business.  All such Confidential  Material shall be and remain the
property  of the  Company.  Cook  hereby  affirms  that during the course of his
employment with the Company he has not disclosed any Confidential Information to
any third  party  except  in good  faith and in the  course  of  fulfilling  his
assigned responsibilities. Cook shall not, directly or indirectly, either during
the term of the Agreement or at any time thereafter,  disclose or disseminate to
anyone or make use of, for any purpose  whatsoever,  any Confidential  Material.
Cook  shall not be  deemed  to have  breached  this  Section F if Cook  shall be
specifically  compelled  by  lawful  order  of  any  judicial,  legislative,  or
administrative  authority or body to disclose any Confidential  Material or else
face civil or criminal  penalty or sanction.  The term  "Confidential  Material"
does not  include  information  which  (i) is  currently  or  becomes  generally
available to the public  other than as a result of a disclosure  by Cook or (ii)
becomes  available to Cook on a  nonconfidential  basis from a source other than
the Company or its  representatives  provided that such source is not bound,  to
Cook's knowledge after due inquiry, by a confidentiality  agreement with respect
to such information.

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<PAGE>
G. NON-COMPETE - NO COMPETITION. Cook agrees that for the period of two (2) year
commencing on the Separation  Date,  unless the Company  breaches one or more of
its payment  obligations  or any  provision of this  Agreement  that contains an
obligation of the Company to Cook,  this  Agreement in which case this Section G
shall no longer be in effect, he shall not engage in, plan for,  organize,  work
for, or assist, directly or indirectly,  any business with operations in Arizona
or Colorado  that is  competitive,  directly or  indirectly,  with the Company's
business, nor solicit participants in or customers of the Company's products and
services,  nor use Cook's knowledge of the Company or its business in any manner
that competes, directly or indirectly,  with, or otherwise may adversely affect,
the  Company.  Cook  expressly  understands  that the Company  has a  legitimate
business purpose in requiring Cook to abide by all of the restrictions described
in this  paragraph.  Cook  acknowledges  that the services he rendered,  and may
render,  to the  Company,  the  information  exchanged  between  all  parties in
connection  with  rendering  those  services,   and  Cook's  and  the  Company's
relationships with the Company's  customers,  consultants,  employees,  vendors,
banks,  accountants,  and any other  Company  product or  service  participants,
purchasers  and  suppliers  are each of a unique and  valuable  character.  Cook
acknowledges  that any  competition by Cook for a two (2) year period  following
the Separation Date would materially and unfairly harm the Company's  ability to
carry out its business

H. RESIGNATIONS. Cook hereby resigns as an officer, director and employee of the
Company and its affiliates effective January 8, 2001. The Company hereby accepts
Cook's voluntary resignation from employment effective January 8, 2001.

I.  TERMINATION  OF  EMPLOYMENT.  The  Company  and Cook  hereby  agree that the
Employment  Agreement is  terminated  as of the date hereof and Cook agrees that
the Company has no obligation or liability  thereunder  and that the Company has
fully performed and fulfilled its obligations thereunder.

J. DIRECTORS' AND OFFICERS' INSURANCE;  INDEMNIFICATION.  To the extent that the
Company maintains an insurance policy or policies providing  liability insurance
for  officers  or  directors  of  the  Company  or   fiduciaries  of  any  other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  which such person serves at the request of the Company,  the Company
shall cause Cook to be covered by such policy or policies in accordance with the
terms  thereof to the maximum  extent of the  coverage  available  to all of the
directors  and  officers of the Company  under such policy or  policies.  In the
event that (i) Cook is made a party to, or threatened to be made a party to, any
threatened or pending  action,  suit or  proceeding  brought by any third party,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he was an officer, director,  employee, agent or guarntor of the Company or
an  affiliate  of the  Company or was serving at the request of the Company as a
director,  officer,  employee  or agent of any other  corporation,  partnership,
joint  venture,  trust  or other  enterprise,  and  (ii)  the  Company  provides
indemnification  and/or  defends and holds harmless with respect to such action,
suit or  proceeding  to any other  person  who is or was an  officer,  director,
employee  or agent of the  Company or an  affiliate  of the Company or is or was
serving at the request of the Company as a director,  officer, employee or agent
of any other corporation, partnership, joint venture, trust or other enterprise,
and (iii) the  indemnification  and/or defense and holding harmless  provided to
such  other  person  is  more   favorable   than  the   indemnification   and/or
reimbursement  of expenses to which Cook would be entitled  but for this Section
J, then the  Company  shall  provide  indemnification  and/or  reimbursement  of
expenses (as the case may be) to Cook in the same amount,  at the same time, and
on the same terms and conditions as such indemnification and/or reimbursement of
expenses  are  provided by the Company to such other person or could be provided
to such other person by statute or under the by-laws of the Company.

K. ENTIRE AGREEMENT. This Agreement constitutes the sole and entire agreement of
the  Parties  with  respect  to the  subject  matter  hereof,  and  there are no
agreements of any nature  whatsoever  between the Parties  hereto  regarding the
subject matter hereof. The Parties expressly  acknowledge and agree that certain
Employment Agreement,  upon execution of this Agreement,  be of no further force
or effect.  No provision of this Agreement shall be amended,  waived or modified
except by an instrument in writing, signed by the Parties hereto.

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<PAGE>
L. ENFORCEABILITY.  This Agreement may be enforced in any jurisdiction within or
outside the United States and this  Agreement  shall  constitute a severable and
enforceable  agreement  in  each  of  such  jurisdictions,  notwithstanding  any
contrary choice of law or venue  provisions set forth herein.  In the event that
any portion of this Agreement is found to be invalid,  illegal or  unenforceable
for any reason whatsoever,  that portion shall be considered to be severable and
the remainder of this  Agreement  shall continue to be in full force and effect.
The parties shall  negotiate in good faith to preserve each Parties  anticipated
benefits hereunder.

M. GOVERNING LAW. This Agreement  shall be governed in all respects,  whether as
to validity,  construction,  capacity, performance, or otherwise, by the laws of
the State of Colorado, without regard to conflict of law principles. The parties
hereto  hereby  consent to  personal  jurisdiction  in any court of  appropriate
subject matter  jurisdiction in which the Company's principal executive officers
are situated.

N. REMEDIES. In the event of default or breach set forth in the above paragraphs
are  intended  to be  non-exclusive,  and either  party may, in addition to such
remedies, seek any additional remedies available either in law or in equity

O. ARBITRATION.  Any dispute or controversy  arising under or in connection with
this Agreement shall be settled by arbitration in Colorado Springs,  Colorado in
accordance with the rules of the American Arbitration Association. Judgement may
be entered on the arbitrator's award in any court having  jurisdiction over this
Agreement.  The  nonprevailing  party shall pay the fees, costs, and expenses of
the arbitration proceeding (including reasonable attorneys' fees).

P. BINDING;  ASSIGNMENT.  The  Agreement  shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto. No party hereto may
assign or transfer  its rights or delegate its duties or  obligations  hereunder
without  the  prior  written  consent  of the  other  party;  and any  document,
instrument or act for which  consent has not been obtained  purporting to effect
any such assignment, transfer or delegation shall be void.

Q.  CONSTRUCTION.  The parties agree that any rule of construction to the effect
that  ambiguities are to be resolved  against the drafting party shall not apply
in the interpretation of this Agreement or any amendments or exhibits hereto.

R.  COUNTERPARTS.  This Agreement may be executed in any number of counterparts,
and  each  such  counterpart  will be  deemed  to be an  original,  and all such
counterparts shall constitute one and the same instrument.

                            -SIGNATURE PAGE FOLLOWS-

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<PAGE>
IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the date
get forth below.

DATED as of the 12th day of January, 2001

FUTUREONE, INC. (A NEVADA CORPORATION)


By: /s/ Donald D. Cannella
    ------------------------------------
    Donald D. Cannella - President/CEO

EARL J. COOK

/s/ Earl J. Cook
----------------------------------------


Notary Public

State of Colorado             )
County of El Paso             )

Sworn and subscribed to me this ____ day of ________ 2001 by Donald D. Cannella,
President/CEO of FutureOne,  Inc. known to me to be the individual subscribed by
said name in and who executed the foregoing  instrument  and  acknowledged  that
they executed same for the uses and purposes therein set forth.

________________________________              My Commission Expires ____________
Notary Public

State of Colorado             )
County of El Paso             )

Sworn and  subscribed  to me this ____ day of ________  2001 by Earl J. Cook and
known to me to be the individual subscribed by said name in and who executed the
foregoing  instrument and acknowledged  that they executed same for the uses and
purposes therein set forth.

________________________________              My Commission Expires ____________

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