Exhibit 10.67


THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT"),  OR APPLICABLE  STATE  SECURITIES  LAWS.  THIS
SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.

                               SECOND AMENDMENT TO
              COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE


NOTE DATE:                 AUGUST 27, 1999
FIRST AMENDMENT DATE:      AUGUST 16, 2000
SECOND AMENDMENT DATE:     JANUARY 16, 2001
PRINCIPAL AMOUNT:          $1,000,000.00
ORIGINAL MATURITY DATE:    SEPTEMBER 1, 2001
EXTENDED MATURITY DATE:    DECEMBER 31, 2002

LENDER (NAME AND ADDRESS):                 ORIGINAL MAKER (NAME AND ADDRESS):
(AS TO A 50% UNDIVIDED INTEREST
AS TENANTS IN COMMON)                      OPEC Corp., a Colorado corporation
Wells Fargo Bank West, N.A.,               c/o Donald D. Cannella, President
Trustee of the James C. Berger             5930 Paonia Court
Rollover IRA (formerly Norwest             Colorado Springs, CO  80915
Bank Colorado, National Association,
Trustee of the James C. Berger             MAKER OF SECOND AMENDMENT:
Rollover IRA)
90 South Cascade Avenue                    OPEC Corp., a Colorado corporation
P.O. Box 2120                              c/o Donald D. Cannella, President
Colorado Springs, CO  80901-2120           1880 Office Club Pointe #2000
                                           Colorado Springs, CO  80920
             and
(AS TO A 40% UNDIVIDED INTEREST                              And
AS TENANTS IN COMMON)
John M. Ventimiglia                        FutureOne, Inc., a Nevada corporation
4390 North Academy Boulevard               c/o Donald D. Cannella, President
Colorado Springs, CO  80917                1880 Office Club Pointe #2000
                                           Colorado Springs, CO  80920
             and

(AS TO A 10% UNDIVIDED INTEREST)
Robin L. Morley & Mark E. Morley,
as Tenants in Common
101 North Cascade Avenue, Suite 310
Colorado Springs, CO  80903

     A. On or about  August 27,  1999,  Original  Maker made a  promissory  note
payable  to the  order of  Lender  in the  principal  amount  of  $1,000,000.00.
("Note")

     B. The Note contained a Conversion Privilege.

     C. On or about July 27, 2000, the Lender,  the Original Maker, and Original
Maker's  parent,  FutureOne,  Inc.,  agreed  that as partial  consideration  for
Lenders'  consent to release  identified  portions of Original  Maker's accounts
receivable  from the Security  Agreement  securing the Note, that the Conversion
Privilege  set  forth in the Note  shall be  amended  as set  forth in the First
Amendment.

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     D. On or about January ___, 2001 the Lender,  the Original  Maker,  and the
Original  Maker's  parent,  (Original  Maker and  Original  Maker's  Parent  are
jointly,  severally and individually  referred to as "Maker of Second Amendment"
or "Maker") agree for good and valuable considerations, the receipt and adequacy
of which are  hereby  acknowledged,  to amend and  extend  the Note as set forth
herein below:

     1. OPEC  Corp.,  a  Colorado  corporation  and  FutureOne,  Inc.,  a Nevada
corporation, jointly, severally and individually, promise 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  interest  rate  specified  in the Note.
Principal and interest shall be payable as specified in the Amended and Extended
Payment Schedule set forth herein below.

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.

     PREPAYMENT:

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

     SECURITY:

     This Note is  secured  by a blanket  Security  Agreement  on all  assets of
Maker.  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 Original Maker.

     Except as  specifically  stated herein,  all of the other terms of the Note
and the First  Amendment  shall remain as stated in the Original  Note and First
Amendment.

     By signing this Second Amendment to Collateralized  Convertible  Commercial
Promissory Note, Maker also acknowledges receipt of copy.

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                                     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:

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