AM 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.

                               FIRST AMENDMENT TO
              COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE


Note Date:                 January 16, 1999
First Amendment Date:      July 1, 2000
Principal Amount:          $300,000.00
Original Maturity Date:    December 31, 2002
Extended Maturity Date:    December 31, 2003


Lender (name and address):

(as to a 50% undivided interest as tenants in common)
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)
90 South Cascade Avenue
P.O. Box 2120
Colorado Springs, CO  80901-2120

                  and

(as to a 40% undivided interest as tenants in common)
John M. Ventimiglia
4390 North Academy Boulevard
Colorado Springs, CO  80917


Maker (name and address):

OPEC Corp., a Colorado corporation
c/o Donald D. Cannella, President
5930 Paonia Court
Colorado Springs, CO  80915

Maker of First Amendment:
OPEC Corp., a Colorado corporation
c/o Donald D. Cannella, President
1880 Office Club Pointe #2000
Colorado Springs, CO  80920

                  And

FutureOne, Inc., a Nevada corporation
c/o Donald D. Cannella, President
1880 Office Club Pointe #2000
Colorado Springs, CO  80920



         A. On or about January 16, 2001,  Maker made a promissory  note payable
to the order of Lender in the principal amount of $300,000.00. ("Note")


         On or about January ___, 2002, effective July 1, 2001, the Lender and
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 set forth herein.  Principal
and interest shall be payable as specified herein below:


                                       1
<PAGE>


         A.       Amended and Extended Payment Schedule:

         Effective July 1, 2001, the Pre-Default  Interest Rate shall be amended
to a fixed rate of eighteen  percent (18.0%) per annum.  One-half of all accrued
but unpaid interest is due on the 1st day of August,  2001, and on the first day
of each month  thereafter.  One-half of the accrued  but unpaid  interest  shall
continue  to accrue as set forth  herein  below  and,  such  accrued  but unpaid
interest  shall  accrue  interest  at  the  Pre-Default  Interest  Rate.  Lender
acknowledges receipt of interest payments at the rate of fifteen percent (15.0%)
per annum  which  were paid on or about  August 1, 2001,  September  1, 2001 and
October 1, 2001.  Four Thousand Five Hundred and 00/100  Dollars  ($4,500.00) of
such interest payments shall be applied to the interest payments due on November
1, 2001 and on  December  1, 2001.  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,  2003  in a  balloon  payment.  Maker
understands this Note is payable in full on December 31, 2003 and that this Note
is a balloon  payment  note.  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 January 10, 2002. 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.
Notwithstanding  anything to the contrary  stated  herein the Deferred  Interest
together  with the  interest  accruing  on the  Deferred  Interest  shall not be
payable except as set forth in paragraph 1B.

         B.       Payment of Deferred Interest:

         The  Deferred  Interest  together  with the  interest  accruing  on the
Deferred Interest shall be paid in twelve (12) equal monthly payments commencing
upon notice given by Lender at the  Pre-Default  Interest  Rate  amortized  over
twelve (12) months.

         C.       Prepayment Restrictions:

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

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



                                       2
<PAGE>


         3.  By  signing  this  First  Amendment  to  Collateralized  Commercial
Promissory Note, Maker also acknowledges receipt of a copy.

Dated January ____, 2002, effective July 1, 2001.


                                     MAKER:
                                     OPEC Corp., a Colorado corporation



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

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

                                     FutureOne, Inc., a Nevada corporation



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


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


                                    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:_________________________________
                                       Terry P. Coffelt, Vice President


----------------------------------
John M. Ventimiglia


                                       3
<PAGE>





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

         Subscribed  and sworn to before me this day of January,  2002, 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, 2002,
         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,  2002, 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



                                       4
<PAGE>




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

         Subscribed and sworn to before me this day of January,  2002, 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