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 of the
James C. Berger Rollover IRA)                                And
90 South Cascade Avenue
P.O. Box 2120                              FUTUREONE, INC., a Nevada corporation
Colorado Springs, CO  80901-2120           c/o Donald D. Cannella, President
                                           1880 Office Club Pointe #2000
                  and                      Colorado Springs, CO  80920

(AS TO A 50% UNDIVIDED INTEREST AS
TENANTS IN COMMON)
JOHN M. VENTIMIGLIA
4390 North Academy Boulevard
Colorado Springs, CO  80917

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PRE-DEFAULT INTEREST RATE:

A fixed rate of fifteen percent (15%) per annum.

THE POST-DEFAULT INTEREST RATE:  Twenty-one (21%) percent per annum.

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.

LATE PAYMENT CHARGE:  Five percent (5%) of the unpaid  installment per day until
the default is cured or the maximum charge allowed by law, whichever is less.

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

SECURITY:  The Note is  secured  by all of  Maker's  inventory,  chattel  paper,
accounts,  equipment  and general  intangibles,  whether now owned or  hereafter
acquired,  whether now existing or hereafter arising, and any and all additions,
accessions and substitutions thereto or thereof.

GENERAL NOTE PROVISIONS:

     1. Maker,  jointly and severally,  if more than one, promises to pay to the
order of Lender at the Lender's offices  designated above, the Principal Amount,
with interest on the unpaid balance at the  Pre-Default  Interest Rate specified
above.  The annual rate of interest shall be based on a 365 day year.  Principal
and interest shall be payable as specified in the Payment Schedule above.

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     2. If any installment of this Note is not paid in full on its due date, the
Holder  hereof at any time;  in lieu of  acceleration  of  maturity,  may at the
Holder's sole option, charge Maker the Late Payment Charge specified above.

     3. At the option of the  Holder,  the  unpaid  balance of this Note and all
other  obligations  of Maker to the  Holder,  direct or  indirect,  absolute  or
contingent,  now existing or hereafter  arising,  may become immediately due and
payable without notice or demand if (a) any payment required by this Note is not
made  when due,  (b) a  default  or event of  default  occurs  under any loan or
security agreement or other instrument executed as security for or in connection
with this Note, (c) Maker shall be in default on any other  indebtedness  to the
Holder,  (d) any warranty,  representation or statement made or furnished to the
Holder by or on behalf of Maker in connection with this Note proves to have been
false in any material  respect when made or furnished,  (e) death,  dissolution,
termination of existence, merger, consolidation,  insolvency,  business failure,
appointment  of a receiver of any part of the  property of,  assignment  for the
benefit  of  creditors  by,  or the  commencement  of any  proceeding  under any
bankruptcy or insolvency  law by or against Maker or any guarantor or surety for
Maker (such default not having been previously  cured), or (f) the Holder at any
time in good faith  believes  that the prospect of any payment  required by this
Note is impaired,  whether or not such belief is caused by any act or failure to
act of any Maker or of any endorser,  guarantor of accommodation  party of or on
this Note  (hereafter  collectively  referred to as "any other  signer").  After
maturity or upon default,  the outstanding unpaid principal balance plus accrued
interest,  even if reduced to judgment,  will draw  interest at the Post Default
Interest  Rate until  paid.  Payments  shall,  at the option of the  Holder,  be
applied  first to  interest  accrued to date with the  balance  credited  to the
reduction of principal.

     4.  Maker  and any  other  signer  waive  demand,  presentment,  notice  of
dishonor,  and protest,  and assent to any extension of time with respect to any
payment due under this Note, to any substitution or release of collateral and to
the  addition  or release of any party.  No waiver of any payment or other right
under  this  Note or any  loan or  security  agreement  executed  in  connection
herewith shall operate as a waiver of any payment or other right under this Note
or any loan or security agreement executed in connection  herewith shall operate
as a waiver of any other  payment or right,  including  right of offset.  If the
Holder  enforces this Note upon default,  Maker or any other signer shall pay or
reimburse the Holder for reasonable  expenses incurred in establishing the debt,
collecting  the amount due and in obtaining  possession  of and realizing on any
security therefor, including reasonable attorneys' fees.

     5. Maker shall have the  privilege of  prepayment in any amount at any time
subject to the prepayment  restrictions or penalty,  if any specified  above. In
any event, any prepayment  shall not excuse any subsequent  periodic payment due
as provided hereinabove.

     6. This Note shall be construed under and governed by the laws of Colorado.
If there is more than one Maker,  all of the provisions of this Note shall apply
to each and any of them.  Maker represents and warrants that the purpose of this
loan is primarily business, commercial or agricultural, and not personal, family
or household.

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     7. NOTICE: Every notice,  demand,  request or other communication which may
be, or is required to be given under the terms of this Note or by law,  shall be
in writing and shall be sent by United States  Certified Mail,  postage prepaid,
return receipt requested, and shall be addressed as follows:

If to: OPEC Corp.                         Attn: Donald D. Cannella, President
                                          1880 Office Club Pointe #2000
                                          Colorado Springs, CO  80920

If to: FutureOne, Inc.                    Attn: Donald D. Cannella, President
                                                1880 Office Club Pointe #2000
                                                Colorado Springs, CO  80920

If to: Wells Fargo Bank West, N.A.,       Attn: Terry P. Coffelt, Vice President
       Trustee of the James C. Berger           90 South Cascade Avenue
       Rollover IRA                             P.O. Box 2120
                                                Colorado Springs, CO  80901-2120

       with a copy to:                    ALPERN, MYERS, STUART, SCHEUERMAN &
                                          LEVINSON, A Legal Services LLC
                                          Attn: Howard J. Alpern
                                          14 North Sierra Madre, Suite A
                                          Colorado Springs, CO  80903-3341

       and a copy to:                     James C. Berger
                                          411 South Tejon Street
                                          Colorado Springs, CO  80903

       If to:   John M. Ventimiglia       4390 North Academy Boulevard
                                          Colorado Springs, CO  80903

       with a copy to:                    ALPERN, MYERS, STUART, SCHEUERMAN &
                                          LEVINSON, A Legal Services LLC
                                          Attn:    Howard J. Alpern
                                          14 North Sierra Madre, Suite A
                                          Colorado Springs, CO  80903-3341

and the same shall be deemed delivered when deposited in the United States Mail.
Any party may designate, by similar written notice to the other party, any other
address for such  purposes.  Each of the parties  hereto  waive  personal or any
other  service  than as  provided  for in this  paragraph.  Notwithstanding  the
foregoing, any party hereto may give any other party notice in person so long as
the other party acknowledges receipt of such notice in writing.

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     By signing this Promissory Note, Maker also acknowledges receipt of a copy.

                                           MAKER:

                                           OPEC Corp., a Colorado corporation


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

ATTEST:

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

                                           FutureOne, Inc., a Nevada corporation


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

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