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,

     WHEREAS, Borrower has applied to Lender to modify and extend a loan made by
OPEC dated August 27, 1999 in the  principal  amount of  $1,000,000.00  ("Second
Amendment"); and,

     WHEREAS,  Guarantor has a substantial  economic  interest in the success of
Borrower  and desires  that the Borrower and the Lender enter into the New Loan,
Second Amendment, and

     WHEREAS,  Berger and Ventigmilia  desire to make the aforesaid New Loan and
Lender  desires to modify the existing loan subject to the  following  terms and
conditions,

     NOW, THEREFORE, for and in consideration of the following mutual agreements
and other good and  valuable  considerations,  the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

     1. NEW LOAN.  Berger and  Ventigmilia  agree to lend Borrower THREE HUNDRED
THOUSAND and no/100ths DOLLARS (U.S. $300,000.00) on the following terms:

INTEREST RATE: 15% per annum.

TERM:          Due  December 31, 2002.

PAYMENTS: All accrued but unpaid interest on the 1st day of February,  2001, and
on the first day of each  month  thereafter.  The entire  outstanding  principal
balance,  together  with all accrued and unpaid  interest and all other sums due
hereunder,  shall be due in full on December  31,  2002,  IN A BALLOON  PAYMENT.
Borrower understands this Note is payable in full on December 31, 2002, and that
this Note is a balloon  payment  loan.  The  Lender  is under no  obligation  to
refinance  the loan at that time.  Borrower  will  therefore be required to make
payment out of other assets it may own, or it will have to find a Lender willing
to lend it money at prevailing  market rates,  which may be considerably  higher
than the  interest  rate of this  loan.  If  Borrower  refinances  this  loan at
maturity,  it may have to pay some or all closing costs normally associated with
a new loan, even if it obtains refinancing from the same Lender. Notwithstanding
anything to the contrary stated herein, Lender shall have the right, in its sole
and absolute  discretion,  to call this Note,  in whole or in part,  at any time
after  February 28, 2001.  If Lender  exercises its call  privilege,  the entire
outstanding  principal  balance  called,  together  with all  accrued and unpaid
interest and all other sums due hereunder, shall be due in full immediately.  If
Borrower  fails to repay the  principal  and  interest  as  required  under this
paragraph,  then the Lender may invoke any of the remedies permitted by the Note
and UCC Security Agreement.

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PREPAYMENT  RESTRICTIONS:  This note may be  prepaid  at any time in whole or in
part upon fifteen (15) days' written notice to Lender.

REVOLVING  LOAN:  During the term of the Loan and so long as  Borrower is not in
default, Borrower shall have the right to pay down the Loan in whole or in part,
and shall have the right to make up to six (6) draws of principal  each calendar
year during the term of the Loan so long as the total unpaid principal  balance,
at no time, exceeds Three Hundred Thousand Dollars ($300,000.00).

     2. SECOND AMENDMENT TO AUGUST 27, 1999 LOAN. Lender and Borrower agree that
the terms of the August 27, 1999 Loan shall be modified as follows:

AMENDED AND EXTENDED PAYMENT SCHEDULE: All accrued but unpaid interest is due on
the 1st day of February 2001, and on the first day of each month thereafter. The
entire  outstanding  principal  balance,  together  with all  accrued and unpaid
interest and all other sums due hereunder,  shall be due in full on December 31,
2002 in a balloon  payment.  Maker  understands  this Note is payable in full on
December 31, 2002 and that this Note is a balloon  payment  loan.  The Lender is
under no obligation to refinance the loan at that time.  Maker will therefore be
required to make payment out of other assets it may own, or it will have to find
a Lender  willing  to lend it money at  prevailing  market  rates,  which may be
considerably  higher than the interest  rate of this loan.  If Maker  refinances
this loan at  maturity,  it may have to pay some or all closing  costs  normally
associated with a new loan, even if it obtains refinancing from the same Lender.
Notwithstanding  anything to the contrary  stated herein,  Lender shall have the
right,  in its sole and absolute  discretion,  to call this Note, in whole or in
part,  at any time  after  February  28,  2001.  If  Lender  exercises  its call
privilege,  the entire outstanding  principal balance called,  together with all
accrued and unpaid  interest and all other sums due  hereunder,  shall be due in
full immediately. If Maker fails to repay the principal and interest as required
under this paragraph,  then the Lender may invoke any of the remedies  permitted
by the Note and Security Agreement.

DELETION OF CONVERSION PRIVILEGE: The Conversion Privilege set forth in the Note
and the Modified Conversion  Privilege set forth in the First Amendment are both
deleted in their entirety.

     3.  FACTORING.  OPEC has  identified  another  Lender  that is  willing  to
purchase or factor certain of OPEC's accounts receivables,  which are encumbered
by the Security Agreement  ("Factoring  Lender").  The Lender shall, in its sole
and  absolute   discretion,   consider  consenting  to  periodically   releasing
identified  portions of OPEC's accounts  receivable from the Security  Agreement
upon  terms  and  conditions  which  may  be  acceptable  to  Lender.  Prior  to
considering  any release of collateral  for the purposes of factoring,  Borrower
shall  provide  current  financial  data in form and substance  satisfactory  to
Lender. All such current financial data shall be current,  true and correct when
supplied  and shall not be  misleading  in any  respect  whatsoever.  Other than
factoring which may be approved by Lender, from time to time, Borrower shall not
borrow any funds without first  obtaining the express written consent of Lender,
which consent may be withheld in the sole and absolute discretion of Lender.

     4. ADDITIONAL TERMS:  Additional terms are set forth in the Note and Second
Amendment to Collateralized  Convertible Commercial Promissory Note and Security
Agreement,  copies of which are  attached  hereto as Exhibit  A,  Exhibit B and,
EXHIBIT C respectively, and incorporated herein.

     5. LOAN  ORIGINATION  AND  EXTENSION  FEE.  Borrower  agrees to provide the
following to Berger and Ventimiglia and Lender in  consideration  for Berger and
Venitigmilia's  agreeing to make the New Loan and Lender  agreeing to the Second
Extension:

                                       2
<PAGE>
     (a)  The  360,000  Common  Stock  Purchase   Warrants,   which  Lender  has
          previously earned pursuant to the First Amendment, and approved by the
          Board of Directors of FUTO  effective  July 27, 2000,  shall be issued
          and delivered  forthwith at an exercise  price of $0.20 per share,  in
          lieu of the previously-agreed  upon exercise price of $1.00 per share.
          These  warrants shall be valid for a period of five (5) years from the
          date of delivery to Lender and shall not be callable.  These  Warrants
          shall be issued 50% to Berger, 40% to Ventimiglia and 10% to Morley.

     (b)  Borrower shall  forthwith  issue and deliver an additional One Million
          Common Stock Purchase  Warrants for shares of Common Stock in FUTO, at
          an  exercise  price of $0.20 per share.  In all other  respects  these
          Warrants  shall  contain the same terms and  conditions as the 360,000
          warrants referred to herein above.  These Warrants shall be issued 50%
          to Berger and 50% to Ventimiglia.

     (c)  Borrower  shall  execute and deliver to Lender an  additional  600,000
          Common  Stock  Purchase  Warrants  for  shares of Common  Stock in the
          Corporation,  at an  exercise  price of $0.40 per share.  In all other
          respects these Warrants shall contain the same terms and conditions as
          the 360,000 warrants referred to herein above. These Warrants shall be
          issued 50% to Berger, 40% to Ventimiglia and 10% to Morley.

     (d)  If FUTO,  at any  time,  pays to the  holders  of its  Common  Stock a
          dividend in Common  Stock prior to the exercise of any of the warrants
          issued  hereunder,  the number of  Warrants  shall be  proportionately
          increased,  effective  at the close of business on the record date for
          determination  of the  holders of the  Common  Stock  entitled  to the
          dividend.

     (e)  If FUTO,  at any time,  subdivides  or combines in a larger or smaller
          number of shares,  its  outstanding  shares of Common Stock,  then the
          number of Warrants issued hereunder shall be proportionately increased
          in  the  case  of  a  subdivision  and  decreased  in  the  case  of a
          combination,  effective in either case at the close of business on the
          date that the subdivision or combination becomes effective.

     (f)  If FUTO is  recapitalized,  consolidated with or merged into any other
          corporation,  or sells or  conveys  to any  other  corporation  all or
          substantially  all of its  property as an entity,  provision  shall be
          made as  part of the  terms  of the  recapitalization,  consolidation,
          merger,  sale or conveyance so that the Lender may receive, in lieu of
          the Warrants,  otherwise  issuable to it pursuant to the terms hereof,
          the  same  kind  and  amount  of   securities  or  assets  as  may  be
          distributable upon the recapitalization,  consolidation,  merger, sale
          or conveyance with respect to the Common Stock.

     (g)  In lieu of issuing any fraction of a share or script upon the exercise
          of any Warrant,  FUTO shall pay to Lender, for any fraction of a share
          otherwise issuable upon exercise of a Warrant,  cash equal to the same
          fraction  of the then  current  per share  market  price of the Common
          Stock as  determined  by the closing price of such Common Stock on the
          day immediately preceding such payment.

     (h)  The Loan  Origination  and  Extension  Fees set forth  herein shall be
          deemed  to have  been  earned,  in full,  on the date the New Note and
          Second Extension are executed and delivered from Borrower to Lender.

     6. LOAN DISBURSEMENT. The parties agree that the loan shall be disbursed as
requested by Borrower subject to the Revolving Loan provisions.

     7. UCC SEARCH.  Lender shall conduct a UCC search on Borrower  which search
shall contain no matters unacceptable to Lender.

                                       3
<PAGE>
     8. CLOSING COSTS.  Borrower shall pay all costs and expenses  incidental to
this loan  transaction,  including  but not limited to, UCC search fees,  filing
fees,  wire transfer  fees,  closing fees,  and Lender's  attorney's  fees which
attorney's fees shall not exceed $5,000.00.

     9.  GUARANTY.  The New  Loan  and  Second  Amendment  shall  be  personally
guaranteed by Guarantor.

     10.  SECURITY.  Upon  Closing,  the Borrower  shall  execute and deliver to
Lender a UCC security  agreement and financing  statement  securing the New Loan
and Second Extension to be executed in conjunction  herewith and securing all of
Borrower's  assets.  The New Note, Second Amendment,  UCC Security Agreement and
Guaranty shall be in a form satisfactory to Lender. It is a condition  precedent
to Lender's  obligations  pursuant to this Second  Amendment  that the loan from
Original Maker to U.S. Bank, National Association, is paid in full and that U.S.
Bank, National  Association,  release all of its security interest over property
owned by Maker.

     11. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants as
follows:

          a. ORGANIZATION,  STANDING, OF OPEC. OPEC is, and at Closing will be a
     Corporation, duly organized validly existing and in good standing under the
     laws of the  State of  Colorado,  with all  requisite  corporate  power and
     authority to own and operate its properties and to carry on its business as
     now conducted;  OPEC has, and at Closing will have all requisite  corporate
     power and authority to enter into this Loan  Agreement and to carry out the
     terms hereof.

          b. ORGANIZATION, STANDING, OF FUTUREONE, INC. FutureOne, Inc. ("FUTO")
     is,  and at  Closing  will be a  corporation  duly  organized  and  validly
     existing and in good standing  under the laws of the State of Nevada,  with
     all  requisite  corporate  power  and  authority  to own  and  operate  its
     properties and to carry on its business as now  conducted;  FUTO has and at
     Closing will have all requisite corporate power and authority to enter into
     this  Agreement  and to carry out the terms hereof and  thereof.  OPEC is a
     wholly owned subsidiary of FUTO.

          c.  FINANCIAL  STATEMENTS.  Borrower  has  furnished  Lender  with the
     following financial statements: (a) audited statement of income for the one
     year ten month period ended July 28, 1998 and one period  ending  September
     30, 1999 and September 30, 2000; and audited  balance sheets as of July 28,
     1998 and; (b) unaudited  income  statements for the nine month period ended
     June 30, 1999 and for the three month period  ending  December 31, 2000 and
     unaudited  balance sheets as of August 26, 1999 and December 31, 2000. Such
     financial  statements  have been  prepared  in  accordance  with  generally
     accepted  accounting  principles  applied on a consistent  basis and fairly
     present the financial  position of the Borrower as of the dates thereof and
     the results of operations included therein for such periods.

          d. NO MATERIAL ADVERSE CHANGE IN FINANCIAL CONDITION OR AFFAIRS.  From
     September 30, 2000 to Closing, there has been no material adverse change in
     the assets,  liabilities,  financial  condition or affairs of Borrower from
     that set forth or reflected in the financial statements as of September 30,
     2000 referred to hereinabove.

          e. NO DEFAULT ON OTHER DEBT.  Neither  Borrower nor FUTO is in default
     in respect to the  payment of any  indebtedness  or the  observance  of any
     covenant or condition,  which would enable the creditor to  accelerate  the

                                       4
<PAGE>
     maturity of its  indebtedness,  set forth in any  instrument  or  agreement
     relating thereto.

          f. NO  STOCKHOLDER  OR  GOVERNMENTAL  CONSENT  REQUIRED.  No  consent,
     approval,  or  authorization  by the holder of any shares of Borrower or by
     any  governmental  authority is presently  required in connection  with the
     execution and delivery of this Agreement or the  consummation  of any other
     transaction contemplated hereby.

          g. DISCLOSURE. Neither any statement furnished to you in writing by or
     on behalf of  Borrower in  connection  with the  transactions  contemplated
     hereby contains any untrue statement of a material fact or omits to state a
     material fact necessary in order to make the statements  contained  therein
     not misleading.

          h. AUTHORIZATION, EXECUTION AND DELIVERY OF NOTE, SECOND AMENDMENT AND
     SECURITY AGREEMENT.  The Note, Second Amendment and Security Agreement have
     been duly and  validly  authorized,  and when  executed  and  delivered  in
     accordance  with the  provisions of this  Agreement  will be the Borrower's
     valid obligations,  legally binding upon it in accordance with their terms,
     and entitled to the benefits of this Agreement in accordance with the terms
     thereof,  except as  enforcement  thereof  may be  limited  by  bankruptcy,
     insolvency, or other laws affecting the enforcement of creditors' rights.

     12.  LENDER'S  REPRESENTATIONS  AND  WARRANTIES.  See Rider A,  paragraph 9
attached hereto and incorporated herein.

     13.  FIDUCIARY.  See Rider A, paragraph 10 attached hereto and incorporated
herein.

     14. CONDITIONS. Lender's obligation to make the loan to Borrower at Closing
is subject to the fulfillment to its  satisfaction,  before or at Closing of the
following conditions:

          a. REPRESENTATIONS AND WARRANTIES CORRECT.  Borrower's representations
     and  warranties  contained  herein or  otherwise  made in  writing by or on
     behalf of the Borrower in  connection  with the  transactions  contemplated
     hereby  shall have been correct when made and shall be correct at and as of
     Closing, except as affected by the transactions contemplated hereby.

          b.  RESERVATION OF COMMON STOCK.  FUTO shall have duly  authorized and
     reserved for issuance the shares of Common Stock issuable upon the exercise
     of the Warrants.

          c.  PERFORMANCE.  Borrower  shall have performed and complied with all
     agreements  and  conditions  contained  herein  required to be performed or
     complied with by it prior to or at Closing.

          d. PROCEEDINGS AND DOCUMENTS.  All corporate and other  proceedings in
     connection  with the  transactions  contemplated  by this Agreement and all
     documents  and  instruments   incident  to  such   transactions   shall  be
     satisfactory in form and substance to Lender and Lender shall have received
     all of such documents requested by it.

     15.  INSPECTION.  The holder of the New Note and Second  Amendment  will be
permitted  by Borrower  to visit and  inspect,  at  Borrower's  expense,  any of
Borrower's  properties,  including  its books  (and to make  extracts  or copies
therefrom),  and to  discuss  its  affairs,  finances,  and  accounts  with  its
officers,  all at such reasonable times and as often as is reasonably requested,

                                       5
<PAGE>
provided, however, that all material furnished pursuant hereto to the extent not
otherwise made public by Borrower is furnished to Lender solely for the purposes
hereof and with the understanding that Lender will not disclose such information
to  any  third  party,  except  for  regulatory  authorities  and  other  proper
disclosures.

     16. CLOSING. Closing of the shall take place at the offices of the Lender's
attorneys,  ALPERN, MYERS, STUART,  SCHEUERMAN & LEVINSON, A Legal Services LLC,
14 North Sierra Madre,  Suite "A", Colorado  Springs,  CO 80903, at 2:00 p.m. on
Tuesday, January 16, 2001.

     17. AUTHORIZATION.  The board of directors of Borrower shall authorize this
loan to be made.

     18. FACSIMILES. Facsimile signatures may be considered as originals for the
purpose of Closing, but shall be replaced by original signatures forthwith after
Closing.

     19. This Agreement shall be binding upon and inure to the benefit of heirs,
successors,  trustees,  and assigns of the parties.  It shall be governed by and
construed in accordance with the laws of the State of Colorado.

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

                                    LENDER:

                                    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)


                                    By: /s/ Terry P. Coffelt
                                        ----------------------------------------
                                        Terry P. Coffelt, Vice President


/s/ John M. Ventimiglia             /s/ Robin L. Morley
---------------------------------   --------------------------------------------
John M. Ventimiglia                 Robin L. Morley


                                    /s/ Mark E. Morley
                                    --------------------------------------------
                                    Mark E. Morley


                                    BORROWER:

                                    OPEC Corp., a Colorado corporation



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

ATTEST:

/s/ Daniel J. Romano
---------------------------------
Daniel J. Romano, Secretary

                                       6
<PAGE>
                                    FutureOne, Inc., a Nevada corporation



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

ATTEST:

/s/ Daniel J. Romano
-------------------------------------
Daniel J. Romano, Assistant Secretary


                                    GUARANTOR:


                                    Donald D. Cannella



STATE OF COLORADO        )
                         ) ss.
County of El Paso        )

     Subscribed  and sworn to before me this day of January,  2001,  by Terry P.
Coffelt,  as Trustee  for 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).

     WITNESS my hand and official seal.

     My commission expires:
                            ------------------------

(SEAL)

                                       Notary Public


STATE OF COLORADO        )
                         ) ss.
County of El Paso        )

     Subscribed  and sworn to before me this ____ day of January,  2001, by John
M. Ventimiglia.

     WITNESS my hand and official seal.

     My commission expires:
                            ------------------------

(SEAL)

                                       Notary Public


STATE OF COLORADO        )
                         ) ss.
County of El Paso        )

     Subscribed  and sworn to before me this day of January,  2001,  by Robin L.
Morley and Mark E. Morley.

     WITNESS my hand and official seal.

     My commission expires:
                            ------------------------

(SEAL)

                                       Notary Public


STATE OF COLORADO        )
                         ) ss.
County of El Paso        )

     Subscribed  and sworn to before me this day of January,  2001, by Donald D.
Cannella,  as  President  and Daniel J. Romano as  Secretary  of OPEC  Corp.,  a
Colorado corporation.

     WITNESS my hand and official seal.

     My commission expires:
                            ------------------------

(SEAL)

                                       Notary Public


STATE OF COLORADO        )
                         ) ss.
County of El Paso        )

     Subscribed  and sworn to before me this day of January,  2001, by Donald D.
Cannella, as President and Daniel J. Romano as Assistant Secretary of FutureOne,
Inc., a Nevada corporation.

     WITNESS my hand and official seal.

     My commission expires:
                            ------------------------

(SEAL)

                                       Notary Public


STATE OF COLORADO        )
                         ) ss.
County of El Paso        )

     Subscribed  and sworn to before me this day of January,  2001, by Donald D.
Cannella, as Guarantor.

     WITNESS my hand and official seal.

     My commission expires:
                            ------------------------

(SEAL)

                                       Notary Public