STOCK PURCHASE AGREEMENT

This Stock Purchase  Agreement (the  "Agreement") is entered into as of the 30th
day of June 2000 (the "Agreement  Date") by and between FutureOne Inc., a Nevada
corporation   ("FutureOne"),   OPEC  CORP,  a  Colorado  corporation   ("OPEC"),
(FutureOne and OPEC are collectively the "Seller"),  Abcon,  Inc.,  ("Abcon") an
Arizona corporation and Brian Smith ("Smith"), (Abcon and Smith are collectively
the "Buyer").  The Buyer and Seller are referred to  collectively  herein as the
"Parties."

WHEREAS,  FutureOne  owns 100% of the issued and  outstanding  shares of capital
stock of Abcon.

WHEREAS, this Agreement  contemplates a transaction in which Smith will purchase
from  FutureOne,  and  FutureOne  will  sell to  Smith,  all of the  issued  and
outstanding shares of capital stock of Abcon (the "Abcon Shares"), in return for
the  compensation as defined herein.  Buyer and Seller have also defined various
assets and equipment that will be transferred to Buyer by Seller as specified on
Exhibit A and debts and  liabilities  of Seller that will be assumed by Buyer as
specified on Exhibit B.

NOW, THEREFORE,  in consideration of the premises and the mutual promises herein
made, and in consideration  of the  representations,  warranties,  and covenants
herein contained, the Parties agree as follows:

1. EFFECTIVE DATE OF TRANSFER.  The Parties agree that Buyer has taken effective
control and has  operated  the  business of Abcon since  February  21, 2000 (the
"Effective Date") under a Letter of Intent of the same date.

2.  FORM  OF THE  TRANSACTION.  Subject  to the  terms  and  conditions  of this
Agreement,  Buyer agrees to purchase  from Seller,  and Seller agrees to sell to
Buyer,  all of the Abcon  Shares for the  consideration  specified  in Section 3
below.

3. PURCHASE PRICE.  The purchase price for the Abcon Shares  ("Purchase  Price")
shall be payable on the Closing Date as follows:

(a) Buyer has assumed  certain  debts of Seller as specified on Exhibit B in the
total amount of $236,567.60 and shall indemnify the Seller therefrom; and

(b) Buyer has financed  certain  equipment,  which  resulted in cash payments of
$230,053.00 to OPEC, the receipt of which is hereby acknowledged; and

(c) The Parties  acknowledge  Buyer has  arranged  lease  financing  for certain
equipment in the amount $229,982.17  ("Equipment  Financing  Amount"),  but this
amount has not yet been released by the third party lender  ("Lease  Payments").
Buyer shall use its best efforts to ensure all Lease  Payments  are  immediately
made directly to OPEC.

                                        1
<PAGE>
Until  such  Lease  Payments  are  made in full to  Seller  by  Buyer to pay the
Equipment  Financing  Amount,  Seller is  granted  a  security  interest  in the
equipment covered by the leases.  Such equipment is designated on Exhibit A. The
Parties agree the Equipment Financing Amount shall be included in the Promissory
Note referenced in Section 3(d) of this Agreement.

(d)  Buyer  shall  deliver  a  promissory  note  and  security   agreement  (the
"Promissory Note and Security  Agreement") to Seller in the aggregate  principal
amount of $263,329.14  in form and substance to the form of Promissory  Note and
Security Agreement annexed hereto as Exhibit C.

4. CLOSING. The closing of the transactions  contemplated by this Agreement (the
"Closing")  shall take place at the offices of the Seller at 2:00 p.m.,  Arizona
time,  on the first  business day following  the  satisfaction  or waiver of all
conditions  to the  obligations  of the Parties to consummate  the  transactions
contemplated   hereby  (other  than  conditions  with  respect  to  actions  the
respective  Parties  will take at the Closing  itself) or such other date as the
Buyer and Seller may mutually  determine (the "Closing  Date").  Notwithstanding
the Closing Date, the Parties hereby  acknowledge  that all of the  transactions
contemplated  by this  Agreement  shall be  deemed  to have  occurred  as of the
Effective Date.

5. REPRESENTATIONS AND WARRANTIES.

(a) REPRESENTATIONS AND WARRANTIES OF THE SELLER. Seller represents and warrants
to the Buyer that the statements  contained in this Section 5(a) are correct and
complete as of the  Agreement  Date and will be correct  and  complete as of the
Closing  Date  (as  though  made  then  and as  though  the  Closing  Date  were
substituted for the Agreement Date throughout this Section 5(a)) with respect to
itself.

     i) ORGANIZATION OF SELLER.  FutureOne is duly organized,  validly existing,
and in good  standing  under  the  laws of the  State  of  Nevada.  OPEC is duly
organized,  validly existing and in good standing under the laws of the state of
Colorado. Both FutureOne and OPEC are qualified to do business in Arizona. Abcon
is also qualified to do business in Arizona

     ii) DUE AUTHORIZATION.  The Seller has full power and authority  (including
full corporate power and authority) to execute and deliver this Agreement and to
perform  its  obligations  hereunder.  This  Agreement  constitutes  a valid and
legally  binding  obligation of the Seller,  enforceable in accordance  with its
terms and  conditions.  The Seller  need not give any notice to, make any filing
with, or obtain any  authorization,  consent,  or approval of any  government or
governmental agency in order to consummate the transactions contemplated by this
Agreement.

     iii)  NONCONTRAVENTION.  Neither  the  execution  and the  delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
violate any  constitution,  statute,  regulation,  rule,  injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which the Seller is subject or, if the Seller
is a corporation, any provision of its charter or bylaws.

                                        2
<PAGE>
     iv) ABCON SHARES. FutureOne holds of record and owns beneficially the Abcon
Shares,  free and clear of any restrictions on transfer (other than restrictions
under the Securities Act of 1933, as amended (the  "Securities  Act"), and state
securities laws), taxes, security interests, options, warrants, purchase rights,
contracts,  commitments,  equities, claims, and demands FutureOne is not a party
to any option,  warrant,  purchase  right,  or other contract or commitment that
could require FutureOne to sell,  transfer,  or otherwise dispose of any capital
stock of Abcon (other than this Agreement).

     v) DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES.  Except as expressly
set forth in this  Section 5, the Seller  makes no  representation  or warranty,
express  or  implied,  at law or in  equity,  in  respect of Abcon or any of its
assets, liabilities or operations,  including,  without limitation, with respect
to  merchantability  or fitness for any particular  purpose,  and any such other
representations or warranties are hereby expressly disclaimed.

(b)  REPRESENTATIONS  AND  WARRANTIES  OF THE BUYER.  The Buyer  represents  and
warrants  to Seller  that the  statements  contained  in this  Section  5(b) are
correct and complete as of the  Agreement  Date and will be correct and complete
as of the Closing  Date (as though made then and as though the Closing Date were
substituted for the Agreement Date throughout this Section 5(b)).

     i) AUTHORIZATION  OF TRANSACTION.  Smith and Abcon each have full power and
authority to execute and deliver this Agreement and to perform their  respective
obligations hereunder.  This Agreement constitutes the valid and legally binding
obligation  of  the  Buyer,   enforceable  in  accordance  with  its  terms  and
conditions.  The Buyer  need not give any notice to,  make any filing  with,  or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this Agreement.

     ii)  NONCONTRAVENTION.  Neither  the  execution  and the  delivery  of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(A) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which the Buyer is  subject  or (B)  conflict
with,  result  in a  breach  of,  constitute  a  default  under,  result  in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement,  contract, lease, license,
instrument, or other arrangement to which the Buyer is a party or by which it is
bound or to which any of his assets is subject.

     iii)  PRIOR AND  CURRENT  KNOWLEDGE  OF BUYER.  Smith  has  controlled  and
operated the business  operations  of Abcon as its  President and as a member of
its Board of  Directors  since  Abcons' date of  incorporation  through the date
hereof and, as a result, has full knowledge of the legal, financial and business
affairs of Abcon. Smith hereby  acknowledges and agrees that Smith is purchasing
the Abcon Shares on an "as-is, where-is" basis.

                                        3
<PAGE>
     v) INVESTMENT.  Smith represents,  warrants and confirms he (A) understands
that the Abcon  Shares  have not  been,  and will not be,  registered  under the
Securities  Act or under any state  securities  laws,  and are being offered and
sold in  reliance  upon  federal  and  state  exemptions  for  transactions  not
involving any public offering,  (B) is acquiring the Abcon Shares solely for his
or its  own  account  for  investment  purposes,  and  not  with  a view  to the
distribution  thereof,  (C)  is a  sophisticated  investor  with  knowledge  and
experience  in  business  and  financial  matters,   (D)  has  received  certain
information  concerning  Abcon and has had the opportunity to obtain  additional
information as desired in order to evaluate the merits and the risks inherent in
holding  the Abcon  Shares,  (E) is able to bear the  economic  risk and lack of
liquidity  inherent  in  holding  the  Abcon  Shares,  and (F) is an  Accredited
Investor  (as  such  term is  defined  in Rule  501 of  Regulation  D under  the
Securities Act).

     vi) EXPERTS.  Buyer, in determining to enter into this Agreement and effect
the transactions  contemplated  hereunder,  has relied solely upon the advice of
their legal counsel and accountants or other financial  advisors with respect to
the tax  and  other  consequences  involved  in  consummating  the  transactions
contemplated hereunder.

6.  CONDITIONS  PRECEDENT TO  OBLIGATIONS  OF PARTIES.  The  obligations  of the
Parties to  consummate  the  transactions  contemplated  by this  Agreement  are
subject to the  satisfaction  on or prior to  Closing  of each of the  following
conditions, except as the Parties may waive in writing:

(a)  REPRESENTATIONS  AND  WARRANTIES  TRUE.  Each  of the  representations  and
warranties of the Parties  contained in this Agreement  shall have been true and
correct, as of the Effective Date, when made and at the time of Closing.

(b) NO LITIGATION. There shall be no action, proceeding, or threatened,  pending
or actual  litigation to enjoin,  restrain,  or prohibit the consummation of the
transactions  contemplated by this Agreement or which would have the effect,  if
successful, of imposing any liability upon Seller.

(c)  COMPLIANCE  WITH  AGREEMENT.  The  Parties  shall  have  complied  with all
agreements and covenants applicable to them and contained in this Agreement.

(d)  EMPLOYEES.  Abcon  and/or  OPEC shall  terminate  all  existing  employment
agreements that were entered into with any employees of Abcon, while Abcon was a
wholly-owned   subsidiary  of  FutureOne.   The  Parties  acknowledge  that  the
employment  agreement  between  OPEC and Smith,  effective  April 19,  1999 (the
"Smith  Employment   Agreement")  was  previously  canceled,   but  the  Parties
acknowledge  that the  following  provisions of the Smith  Employment  Agreement
shall remain in full force and effect for the appropriate  periods  specified in
the Smith Employment Agreement:

Seller does hereby give written  permission,  and hereby  acknowledge that Buyer
may perform  drilling and boring services for previous clients of OPEC and Abcon
and the  performance  of such  services  shall not be  considered a breach under
Section 8 of the Smith Employment Agreement, however the covenant not to compete
with other services  currently  provided to existing OPEC customers shall remain
in full force and effect.

                                        4
<PAGE>
Notwithstanding the foregoing,  the terms and conditions set forth in Sections 9
through 15 of the Smith  Employment  Agreement  shall  survive  the  Closing and
remain in full force and effect in accordance with Smith's Employment Agreement.

The Parties confirm and  acknowledge  that no further  compensation,  bonuses or
other  benefits  relating  to  past  or  future  services  will  remain  due and
outstanding to remaining Abcon employees,  including, without limitation, Smith,
under any employment agreements or any other employment  arrangements with Abcon
or OPEC.

(e)  RESIGNATIONS.  Except for  Smith,  all  officers  and  directors  of Abcon,
including,  without limitation,  Donald D. Cannella, Earl J. Cook and Bradley G.
Black,  shall resign and be deemed to have resigned as directors and/or officers
of Abcon, as the case may be. (Exhibit D)

(f) TAXES.  Buyer shall be responsible to file Abcon's  federal and state income
returns for the period ending April 19, 1999, for amending  Abcon's December 31,
1998 federal and state income tax returns to correct from Subchapter S status to
C Corp status and filing  Abcon's  federal and state  income tax returns for all
periods  subsequent to the Effective Date. Buyer shall be liable for any and all
income taxes,  including  any  penalties  and interest,  due as indicated on any
returns that Buyer is required to file  hereunder.  Seller shall be  responsible
for including  the  operations  of Abcon in its  consolidated  federal and state
income  tax  returns  for the  periods  beginning  April 20,  1999  through  the
Effective Date.  Seller shall be liable for any and all income taxes,  including
any  penalties  and  interest,  due as  indicated  on any returns that Seller is
required to file hereunder.

Buyer shall be  responsible  to file all payroll tax returns and pay any and all
payroll taxes due subsequent to the Effective Date.  Seller shall be responsible
to file all payroll  tax  returns and pay any and all payroll  taxes due for the
period beginning April 20, 1999 through the Effective Date.

(g) CORPORATE RECORDS. As of the Closing Date, Seller shall deliver all original
corporate  records  of Abcon to  Buyer.  Seller  shall  have the right to retain
copies of all corporate records of Abcon delivered to Buyer.

7. FURTHER AGREEMENTS. The Parties hereby agree to the following:

(a)  ACCOUNTS.  Buyer  obtained new bank  accounts for Abcon as of the Effective
Date and the Parties hereby acknowledge that all bank accounts of Abcon existing
as of the date of this Agreement shall be closed on or prior to Closing.

(b) INSURANCE.  As of the Effective Date, the Parties hereby  acknowledge  Abcon
shall be removed from Seller's liability insurance policy and Section 125 Plan.

(c)  CERTAIN  ASSETS  AND  LIABILITIES.  All  of  the  assets  (Exhibit  A)  and
liabilities  (Exhibit B), shall be retained or transferred to Abcon, as the case
may be,  and  where  applicable,  shall be  removed  from the  books of OPEC and
transferred  and conveyed by Bill of Sale or by other  requisite and appropriate

                                        5
<PAGE>
documents of title  transfer with free and clear title,  except as to liens that
Buyer has  caused to be placed  against  such  assets,  so Abcon can  finance or
refinance  those assets included on the books of Abcon as of the Effective Date.
Buyer hereby accepts title to the assets set forth on Exhibit A attached  hereto
and agrees to assume all liabilities as indicated on Exhibit B attached  hereto.
It is the  intention  of the  Parties  that no other  assets or  liabilities  in
existence as of the Effective Date shall be  transferred to Buyer,  except as to
liens and debts  that  Buyer has  caused to be placed  against  such  assets and
agreed  to  assume,  the  income  taxes  specified  in  Section  6f,  any  other
liabilities  of Abcon that existed prior to April 19, 1999 and the Parties agree
to settle  other  obligations  outstanding  between the parties as  indicated on
Exhibit E and agree that the balance  due OPEC as  calculated  thereon  shall be
added to and is  included in the amount of the Note  specified  in Section 3d of
this Agreement

(d) BENEFITS.  As of the Effective  Date, the employees of Abcon shall no longer
be eligible to participate in Seller's 401(k) Plan or any other employee benefit
plan of Seller.

(e) FINANCIAL RECORDS OF ABCON. Seller may retain all original financial records
of Abcon, including, without limitation, paid invoices, payroll records, billing
records,  canceled  checks and bank  statements,  for the period  that Abcon was
owned by FutureOne and may retain  copies of all  financial  records for periods
prior to Abcon  being  owned by  FutureOne.  Seller  shall  make such  financial
records or copies thereof available to Buyer as requested.

(f) FUTURE  COOPERATION.  The Parties agree to cooperate in assisting each other
by providing  information  that may be required from or in the possession of the
other Party that is  necessary  to carry on such  Party's  business,  including,
without  limitation,  fulfilling  governmental  agency  requests,  meeting audit
requirements or answering customer or vendor questions.

8. INDEMNIFICATION.

(a) Buyer  hereby  agrees to  indemnify,  hold  harmless  and defend  Seller and
Seller's officers, directors, employees and agents for, from and against any and
all demands, claims or damages that may arise from (i) any and all acts, actions
or omissions,  whether intentional or otherwise, of Buyer or Abcon that may have
occurred  prior to Seller's  acquisition of Abcon on April 19, 1999 or after the
Effective Date; and (ii) Buyer's breach of his  representations,  warranties and
covenants  contained  herein;  and (iii) the  debts  and  liabilities  of Seller
assumed by Buyer as specified on Exhibit B.

(b) Seller  hereby  agrees to  indemnify,  hold  harmless  and defend  Buyer and
Buyer's officers, directors,  employees and agents for, from and against any and
all demands, claims or damages that may arise from (i) any and all acts, actions
or omissions, whether intentional or otherwise, of Seller that may have occurred
between April 19, 1999 and Effective Date,  except any act involving Brian Smith
who was in control of the corporation and acting as President thereof;  and (ii)
Seller's  breach of its  representations,  warranties  and  covenants  contained
herein.

                                        6
<PAGE>
9. GENERAL.

(a)  NOTICES.  Any notice  hereunder  to a Party  shall be deemed to be properly
served in writing and personally delivered or mailed to:

In the case of Abcon:

Abcon, Inc.
21108 S. 196th St.
Queen Creek, AZ  85242
Attn: Brian Smith, President

Copies to:

Brian Smith
21108 South 196th Street
Queen Creek, Arizona  85242

In the case of FutureOne:

FutureOne, Inc.
4250 East Camelback Road, Suite K-124
Phoenix, AZ 85018-2751
Attention: President

In the case of OPEC:

OPEC CORP
5930 Paonia Ct.
Colorado Springs, CO 80915
Attn: President

or to such other address as may have been  furnished in writing by such Party to
the other Party to this Agreement,  and shall be deemed to have been given as of
the time  delivered or, if mailed,  as of the time  acknowledged  as received if
mailed  registered or certified mail,  postage  prepaid,  it being the intention
that all notices pursuant hereto shall be effective only upon receipt.

(b)  INTERPRETATIONS.  To the extent permitted by the context in which used; (a)
words in the singular  number shall  include the plural,  words in the masculine
gender shall include the feminine and neuter, and vice versa; and (b) references
to "persons" or "parties" in this Agreement  shall be deemed to refer to natural
persons,  corporations,  and  all  other  entities.  This  instrument  shall  be
construed in accordance with the fair meaning of its language,  and shall not be
construed for or against the party drafting it, solely because of such fact.

                                        7
<PAGE>
(c) COUNTERPARTS.  This Agreement may be executed in any number of counterparts,
each of which when so executed,  shall  constitute an original copy hereof,  but
all of which together shall constitute one and the same document.

(d)  SECTION  HEADINGS.  The section  headings  herein  have been  inserted  for
convenience  of reference only and shall in no way modify or restrict any of the
terms or provisions hereof.

(e) ENTIRE  AGREEMENT.  This  Agreement and the exhibits and schedules  attached
hereto set forth the entire  understanding  of the Parties  with  respect to the
transactions  contemplated hereby, and any previous agreements or understandings
between the Parties  regarding the subject  matter hereof are superseded by this
Agreement.

(f)  NON-ASSIGNABILITY.  The  obligations of this Agreement are personal to each
Party,  and  neither  the rights nor  obligations  under this  Agreement  may be
assigned  or  transferred  by any Party in any manner  whatsoever,  nor are such
rights or obligations subject to involuntary alienation, assignment or transfer.

(g) GOVERNING  LAW.  This  Agreement  shall be construed in accordance  with and
governed by the laws of the State of Arizona  without regard to its conflicts of
law principles.

(h)  SEVERABILITY.  In the  event any term or  provision  of this  Agreement  is
declared to be invalid or illegal,  for any reason,  this Agreement shall remain
in full  force and  effect  and the same  shall be  interpreted  as though  such
invalid or illegal provision were not a part hereof.

(i) WAIVER OF TERMS.  Any of the terms and conditions of this Agreement,  to the
extent permitted by law, may be waived in writing at any time by any Party. Such
action  shall be evidenced by written  notice  signed by Buyer or an  authorized
representative of Seller taking such action.

(j) COOPERATION.  Subject to the terms and conditions  herein provided,  each of
the Parties  hereto  shall use its best lawful  efforts to take,  or cause to be
taken,  such action,  to execute and  deliver,  or cause to be  delivered,  such
additional  documents and  instruments  and to do or cause to be done all things
necessary, proper or advisable, under the provisions of this Agreement and under
applicable law to consummate and make effective the transactions contemplated by
this Agreement.

(k) DISPUTE  RESOLUTION.  The parties hereby covenant and agree that,  except as
otherwise  set  forth in this  Agreement,  any  suit,  dispute,  claim,  demand,
controversy  or cause of action of every  kind and nature  whatsoever,  known or
unknown,  fixed or  contingent,  that the parties may now have or at any time in
the future  claim to have based in whole or in part,  or arising from or that in
any way is related to the negotiations, execution, interpretation or enforcement
of this Agreement (collectively, the "Disputes") shall be completely and finally
settled by submission of any such Disputes to arbitration under the Rules of the
American  Arbitration  Association then in effect.  The arbitration  proceedings
shall take place in Phoenix,  Arizona and the arbitrator(s)  shall apply the law
of the State of Arizona to all issues in  dispute. Judgment on such award may be
entered in any court of competent  jurisdiction.  The prevailing  party shall be
entitled to recover its reasonable costs and attorneys fees.

                                        8
<PAGE>
(l)  ENFORCEMENT.  The failure of either Party to enforce any  provision of this
Agreement shall not be construed as a waiver or limitation of that Party's right
to  subsequently  enforce and compel strict  compliance  with every provision of
this Agreement.

(m)  PROFESSIONAL  ADVICE,  FEES AND  COSTS.  Each  Party has  relied on its own
professional  legal,  accounting  and tax  advisors  in  determining  the legal,
accounting  and income  tax  effects of the  transactions  contemplated  by this
Agreement on such Party.  Except as otherwise provided herein, each Party hereto
shall pay its own expenses  incurred in connection  with this  Agreement and the
consummation of the transactions contemplated by this Agreement.

(n)  AMENDMENT OF  AGREEMENT.  Notwithstanding  anything to the contrary in this
Agreement,  to the extent  permitted  by law,  this  Agreement  may be  amended,
supplemented  or interpreted at any time by written  instrument duly executed by
all Parties hereto.

(o)  INCORPORATION  OF EXHIBITS.  The Exhibits  attached hereto are incorporated
herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have caused this Stock Purchase Agreement
to be entered into as of the Agreement Date first above written.

SELLER:                                 BUYER:

FUTUREONE, INC., a Nevada corporation   ABCON, INC., an Arizona corporation


By: /s/ Earl J. Cook                    By: /s/ Brian Smith
   --------------------------------        --------------------------------
Name: Earl J. Cook                      Name: Brian Smith
Title: President                        Title: President


OPEC CORP, a Colorado corporation       BRIAN SMITH, an individual


By: /s/ Daniel J. Romano                By: /s/ Brian Smith
   --------------------------------        --------------------------------
Name: Daniel J. Romano                  Name: Brian Smith
Title: Vice President

                                        9
<PAGE>
                            MARITAL COMMUNITY JOINDER

The  undersigned,  as the spouse of Smith,  hereby  joins in the signing of this
Stock Purchase  Agreement for the purpose of (a) binding the interest if any, of
the marital  community  of Buyer in the  Collateral  and (b)  consenting  to the
binding of the marital  community and any  community  asset,  including  Smith's
wages,  to the payment of the  obligations  as indicated in this  Agreement,  in
accordance with the laws of the State of Arizona.


                                        /s/ Sherri Smith
                                        ----------------------------------------
                                        Sherri Smith

                                       10
<PAGE>
                                    EXHIBIT A

                            ASSETS TO BE TRANSFERRED

Lap Top Computer & CD Rom                                3               $1,500
Lindco-Atlas Portable Compressor                         3                9,000
1996 Int'l 2K Water Truck                                                32,526
1990 Ford f800, 4K Water Truck                                           32,527
16 x 20 Navigator w/locator, drill stem &
Mixing System                                                            60,000
24 x 40 Navigator w/ mixing system, Butler
Trailer & Misc Equipment                                                100,000
Pro Vac                                                  3                8,000
Kieffer Trailer                                          3                4,500
F-8000 Truck w/ F8000 Add on Box                         3                7,740
Ford F-450                                               2               28,803
Ford F-450                                               2               31,076
1992 Peterbuilt Truck                                                    30,000
Trail King Trailer                                                       25,000
Interstate Trailers (3)                                  2               19,500
2000 Ford F-650                                          1               35,789
1983 Vacuum Tank Trailer                                                 15,500
Ford F-350                                               2               31,990
Hamerhead Mole                                           3                3,000
Rod Box                                                  3                3,000
Ringomatic 750 C Vac                                                     10,000
Vermeer DT 750 Mixing System                             2               19,824
Vermeer DT 750 Mixing System                             2                9,823
DSI 1600 Mud Recycler                                                    70,000
Vacmaster Spoilvac w/99 Maxey Trailer                    2               18,000
1995 International Truck                                 1               35,000
Miscellaneous Equipment and Supplies, as
purchased from Vemeer on Note being assumed by
Buyer                                                    3               57,162
Miscellaneous Tools                                      2               15,000
                                                                      ---------
                                                         3            $ 714,260
                                                                      =========

(1) Indicates items to be paid by Spinnaker #2
(2) Indicates items to be paid by Spinnaker #3
(3) Indicates assets to be used to secure OPEC Note.

                                       11
<PAGE>
                                    EXHIBIT B

                               LIABILITIES ASSUMED

Orix Loan on 16x20                                                   $ 63,273.05
Orix Loan on 24x40                                                     87,645.93
Vermeer Note                                                           85,648.62
                                                                     -----------
                                                                     $236,567.60

PAYMENTS MADE THROUGH NEW FINANCING OBTAINED BY BUYER

Spinnaker #1                                                         $ 75,053.00
CIT Corp                                                              155,000.00
                                                                     -----------
                                                                     $230,053.00

Total Payments applied to machinery and equipment purchase           $439,620.60

PAYMENTS TO BE MADE THROUGH NEW FINANCING OBTAINED BY BUYER

Spinnaker #2                                                         $ 70,789.00
Spinnaker #3                                                          159,193.17
                                                                     -----------
                                                                     $229,982.17
                                                                     -----------

Balance due OPEC                                                     $247,639.40

The Parties agree that any amounts  received by OPEC from Spinnaker #2 or #3, in
excess of the actual  payoff  amount of any  vehicle,  which  have been  reduced
because of payments made by Abcon on such vehicles shall be credited against the
promissory note from Abcon to OPEC.

                                       12
<PAGE>
                                    EXHIBIT C

                     PROMISSORY NOTE AND SECURITY AGREEMENT

                                 PROMISSORY NOTE

$263,329.14                                                        June 30, 2000
                                                                Phoenix, Arizona

FOR VALUE RECEIVED,  the adequacy and sufficiency of which are hereby  expressly
acknowledged, the undersigned Brian Smith and Abcon, Inc, jointly and severally,
(the "MAKERS")  promises and agrees to pay to the order of OPEC CORP, a Colorado
corporation and FutureOne, Inc., a Nevada corporation ("HOLDERS"), at such place
as Holders may designate from time to time in writing,  the principal  amount of
TWO HUNDRED SIXTY THREE  THOUSAND,  THREE HUNDRED  TWENTY NINE & 14/100  DOLLARS
($263,329.14) payable as follows:

SEVENTY THOUSAND SEVEN HUNDRED EIGHTY NINE & 00/100 DOLLARS ($70,789.00) with no
interest, on or before July 20, 2000.

ONE HUNDRED  FIFTY NINE  THOUSAND,  ONE HUNDRED  NINETY  THREE & 17/100  DOLLARS
($159,193.17) with no interest, on or before July 31, 2000.

The balance of THIRTY THREE  THOUSAND,  THREE HUNDRED FORTY SIX & 97/100 DOLLARS
($33,346.97)or  so much  thereof as may be  outstanding  hereunder  from time to
time,  with  interest  to accrue on the  unpaid  principal  balance at a rate of
FIFTEEN PERCENT (15%%) per annum,  with principal and accrued  interest  thereon
payable  monthly  on the 25th of each  month in the  amount of FIVE  THOUSAND  &
00/100  Dollars  ($5,000.00)  until the  entire  unpaid  principal  and  accrued
interest thereon is paid in full. At Maker's  election,  payments may be made by
bank wire  transfer at Maker's  expense and Holder shall  furnish the  requisite
information.

To secure  payment  and  performance,  this Note is secured by certain  business
equipment and all accounts, including accounts receivable and contract rights of
Maker ("Collateral"), all in accordance with the Security Agreement of even date
herewith.

This Note shall  evidence a portion of the Purchase  Price  payable  pursuant to
Section 3(d) of that certain Stock Purchase  Agreement between the Maker and the
Holder (as amended from time to time, the "Stock Purchase Agreement"). The Maker
shall have the right to prepay this Note in full or in part at any time  without
penalty,  premium or notice. All payments and prepayments shall be applied first
to any Expenses (as defined below),  second to accrued and unpaid interest,  and
third to principal.  Principal and interest  shall be payable in lawful money of
the United States of America.

Maker  agrees that upon the  occurrence  of an Event of Default (as  hereinafter
defined) hereunder,  (a) the Maker will pay all costs and expenses of collection
of this Note,  including  reasonable  attorney's fees  ("Expenses");  (b) at the
option of the  Holder,  the  unpaid  principal  balance  of this Note along with
accrued and unpaid  interest  shall become due and payable  immediately  without
notice;  and (c) Holder may utilize any available  remedies,  including  without
limitation  any remedies  available  against the  Collateral,  under Arizona law
and/or under the Uniform  Commercial  Code,  at law or in equity,  in such order
and/or combination as Holder may elect in its sole and absolute discretion.  For
purposes of this Note, an "Event of Default" shall mean (a) any failure by Maker

                                       13
<PAGE>
to pay when due any installment or principal or interest under this Note,  which
failure is not cured within ten (10) days of written notice thereof by Holder to
the Maker, (b) any general assignment by Maker for the benefit of creditors, (c)
any filing of a voluntary  bankruptcy  petition by Maker,  and (d) any filing of
any involuntary bankruptcy petition against Maker, which filing is not dismissed
within 90 days thereof.

Failure of the Holder to exercise any option  hereunder  shall not  constitute a
waiver of the right to exercise the same in the event of any subsequent  default
or breach,  or in the event of  continuance  of any  existing  default or breach
after demand for performance thereof.

The Maker, sureties,  guarantors and endorsers,  if any, severally waive demand,
diligence,  presentment  for  payment,  protest  and notice of demand,  protest,
nonpayment and exercise of any option hereunder.  The granting without notice of
any  extension  or  extensions  of time  for  payment  of any  sum or  sums  due
hereunder,  or the  taking or  release of  security  shall in no way  release or
discharge the liability of Maker or any surety, guarantor or endorser.

No  provision  of this Note is  intended to or shall  require or permit  Holder,
directly or indirectly,  to take,  collect or receive in money,  goods or in any
other form, any interest in excess of that  permitted by applicable  law. If any
amount due from or paid by Maker  shall be  determined  by a court of  competent
jurisdiction  to be interest in excess of such maximum rate,  Maker shall not be
obligated to pay such excess and, if paid,  such excess shall be applied against
the unpaid  principal  balance of this Note,  or if and to the extent  that this
Note has been paid in full, such excess shall be remitted to Maker.

The  provisions  of this Note shall be binding  upon and inure to the benefit of
the heirs,  personal  representatives,  successors  and  assigns of the  parties
hereto.

This Note shall be governed by and construed in accordance  with the laws of the
State of Arizona without regard to conflicts of law principles.

IN WITNESS  WHEREOF,  Maker has  executed  this Note as of the date first stated
above.

MAKERS" (JOINTLY AND SEVERALLY)


---------------------------------------
Brian Smith

ABCON, INC.

By:
   ------------------------------------

Name:
    -----------------------------------

Title:
     ----------------------------------

                                       14
<PAGE>
                               SECURITY AGREEMENT

DEBTOR:

Name:          Abcon, Inc.
Address:       PO Box 2198, Chandler, AZ 85244-2198
               Attn: Brian Smith, President

               and

Name:          Brian Smith
Address:       21108 South 196th Street

               Queen Creek, Arizona  85242

SECURED PARTY:

Name:          OPEC CORP, a Colorado corporation
Address:       5930 Paonia Court
               Colorado Springs, CO 80915

               and

Name:          FutureOne, Inc.
Address:       4250 East Camelback Road, Suite K124
               Phoenix, AZ 85018

DATE:          June 30, 2000.

Debtor,  for good and sufficient  consideration,  the receipt of which is hereby
acknowledged,  hereby  grants  to  Secured  Party  a  security  interest  in the
following  property  and any and all  additions,  accessions  and  substitutions
thereto or thereof (hereinafter referred to as the "Collateral"):

     All of  Debtor's  accounts  (including  accounts  receivable  and  contract
     rights)  whether now owned or hereafter  acquired,  whether now existing or
     hereafter arising,  together with all records and data relating to Debtor's
     accounts including Debtor's rights in and to all computer software required
     to  utilize,  create,  maintain,  and  process  such  records  or  data  on
     electronic media.

     All  Equipment,  if any, as may be noted on any attached  Exhibit A to this
     Security Agreement

TO SECURE PAYMENT AND  PERFORMANCE  UNDER THAT CERTAIN  PROMISSORY  NOTE OF EVEN
DATE HEREWITH, PAYABLE TO THE SECURED PARTY.

1. DEBTOR  WARRANTS AND COVENANTS.  Debtor  expressly  warrants and covenants as
follows:

                                       15
<PAGE>
a. That except for the security  interest  granted  hereby  Debtor is, or to the
extent that this  agreement  states that the  Collateral is to be acquired after
the date  hereof,  will be, the owner of the  Collateral  free from any  adverse
lien,  security  interest  or  encumbrances;  and that  Debtor  will  defend the
Collateral  against all claims and  demands of all persons at any time  claiming
the same or any interest therein.

b. The Collateral issued or bought is primarily for use in business.

c.  Promptly  to  notify  Secured  Party of any  change in the  location  of the
Collateral.

d. To pay all  taxes  and  assessments  of every  nature  which may be levied or
assessed against the Collateral.

e. Not to permit or allow any adverse  lien,  security  interest or  encumbrance
whatsoever  upon the  Collateral  and not to permit the same to be  attached  or
replevined.

f. That the Collateral is in good  condition,  and that Debtor will, at Debtor's
own expense, keep the same in good condition.  The Secured Party may examine and
inspect the Collateral at any reasonable time upon notice.

g. That the Debtor will not use the  Collateral  in violation of any  applicable
statutes, regulations or ordinances.

h. That the Debtor will keep the  Collateral at all times insured  against risks
of loss or damage by fire (including  so-called  extended  coverage),  theft and
such other  casualties as the Secured Party may  reasonable  require,  including
collision  in the case of any motor  vehicle,  all in such  amounts,  under such
forms of  policies,  upon such  terms,  for such  periods  and  written  by such
companies or underwriters as the Secured Party may approve,  losses in all cases
to be payable to the Secured Party and the Debtor as their interests may appear.
All policies of  insurance  shall  provide for at least ten days' prior  written
notice of  cancellation  to the Secured Party;  and the Debtor shall furnish the
Secured Party with certificates of such insurance or other evidence satisfactory
to the Secured Party as to  compliance  with the  provisions of this  paragraph.
Secured  Party may act as an attorney  for the Debtor in making,  adjusting  and
settling  claims under or canceling  such  insurance  and endorsing the Debtor's
name on any drafts drawn by insurers of the Collateral.

2. PERFECTION OF SECURITY INTEREST.  DEBTOR HEREBY APPOINTS SECURED PARTY AS ITS
IRREVOCABLE   ATTORNEY-IN-FACT  FOR  THE  PURPOSE  OF  EXECUTING  ANY  DOCUMENTS
NECESSARY  TO PERFECT  OR TO  CONTINUE  THE  SECURITY  INTEREST  GRANTED IN THIS
AGREEMENT.  DEBTOR  WILL  REIMBURSE  SECURED  PARTY  FOR  ALL  EXPENSES  FOR THE
PERFECTION AND THE  CONTINUATION OF THE PERFECTION OF SECURED  PARTY'S  SECURITY
INTEREST IN THE COLLATERAL.

                                       16
<PAGE>
3. NO VIOLATION.  The execution and delivery of this  Agreement will not violate
any law or agreement  governing  Debtor or to which Debtor is a party,  and will
not cause Debtor to be in default of any agreement to which it is a party.

4.  ENFORCEABILITY  OF  COLLATERAL.  To the extent the  Collateral  consists  of
accounts,  chattel paper, or general intangibles,  the Collateral is enforceable
in accordance  with its terms,  is genuine,  and complies with  applicable  laws
concerning  form,  content  and manner of  preparation  and  execution,  and all
persons  appearing to be obligated on the Collateral have authority and capacity
to contract and are in fact obligated as they appear to be on the Collateral. At
the time any account becomes subject to a security  interest in favor of Secured
Party, the account shall be a good and valid account representing an undisputed,
bona fide  indebtedness  incurred by the account debtor,  for  merchandise  held
subject to delivery  instructions and theretofore  shipped or delivered pursuant
to a contract of sale, or for services  theretofore  performed by Debtor with or
for the account debtor;  there shall be no setoffs or counterclaims  against any
such account;  and no agreement  under which any  deductions or discounts may be
claimed shall have been made with the account  debtor except those  disclosed to
Secured Party in writing.

5.  TRANSACTIONS  INVOLVING  COLLATERAL.  Except for inventory  sold or accounts
collected in the ordinary course of Debtor's  business,  or as otherwise  agreed
between the Parties, Debtor shall not sell, offer to sell, or otherwise transfer
or  dispose  of the  Collateral.  While  Debtor  is not in  default  under  this
Agreement,  Debtor may sell  inventory,  but only in the ordinary  course of its
business  and only to buyers who  qualify as a buyer in the  ordinary  course of
business.  A sale in the ordinary course of Debtor's business does not include a
transfer  in partial or total  satisfaction  of a debt or any bulk sale.  Debtor
shall not pledge,  mortgage,  encumber or otherwise  permit the Collateral to be
subject to any lien,  security interest or encumbrance,  other than the security
interest  provided for in this  Agreement,  without the prior written consent of
Secured Party. This includes  security  interests even if junior in right to the
security interests granted under this Agreement. Unless waived by Secured Party,
all proceeds from any disposition of the Collateral (for whatever  reason) shall
be held in trust for Secured  Party and shall not be  commingled  with any other
funds;  provided,  however,  this  requirement  shall not constitute  consent by
Secured  Party to any sale or other  disposition.  Upon  receipt,  Debtor  shall
immediately deliver any such proceeds to Secured Party.

6. COLLATERAL SCHEDULES AND LOCATIONS.  As often as Secured Party shall require,
and insofar as the  Collateral  consists of  accounts  and general  intangibles,
Debtor shall deliver to Secured Party  schedules of such  Collateral,  including
such  information  as Secured Party may require,  including  without  limitation
names and  address  of  account  debtors  and  agings of  accounts  and  general
intangibles.  Insofar as the  Collateral  consists of inventory  and  equipment,
Debtor shall deliver to Secured Party,  as often as Lender shall  require,  such
lists,  descriptions,  and  designations of such Collateral as Secured Party may
require to identify the nature,  extent,  and location of such Collateral.  Such
information  shall be  submitted  for  Debtor  and each of its  subsidiaries  or
related companies.

                                       17
<PAGE>
7. DEBTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until default,  Debtor
may have possession of the tangible  personal property and beneficial use of all
the  Collateral and may use it in any lawful manner not  inconsistent  with this
Agreement or the Promissory Note, provided that Debtor's right to possession and
beneficial  use  shall  not  apply  to any  Collateral  when  possession  of the
Collateral  by  Secured  Party is  required  by law to perfect  Secured  Party's
security interest in such Collateral. Until otherwise notified by Secured Party,
Debtor may collect any of the  Collateral  consisting  of  accounts.  If Secured
Party at any time has possession of any  Collateral,  whether before or after an
Event of Default,  Secured  Party shall be deemed to have  exercised  reasonable
care in the custody and  preservation  of the  Collateral if Secured Party takes
such action for that purpose as Debtor  shall  request or as Secured  Party,  in
Secured Party's sole discretion, shall deem appropriate under the circumstances,
but failure to honor any request by Debtor shall not of itself be deemed to be a
failure to exercise reasonable care. Secured Party shall not be required to take
any steps  necessary  to preserve  any rights in the  Collateral  against  prior
parties,  nor to protect,  preserve or maintain any security  interest  given to
secure the indebtedness.

8.  EXPENDITURES BY SECURED PARTY.  If not discharged or paid when due,  Secured
Party may (but shall not be obligated to) discharge or pay any amounts  required
to be  discharged  or paid by Debtor  under this  Agreement,  including  without
imitation all taxes, liens, security interests,  encumbrances, and other claims,
at any time  levied or placed on the  Collateral.  Secured  Party  also may (but
shall  not be  obligated  to)  pay  all  costs  for  insuring,  maintaining  and
preserving the  Collateral.  All such  expenditures  incurred or paid by Secured
Party for such  purposes  will then bear  interest at the rate charged under the
Promissory  Note from the date  incurred or paid by Secured Party to the date or
repayment by Debtor.  All such expenses shall become a part of the  indebtedness
and, at Secured Party's option,  will (a) be payable on demand,  (b) be added to
the  balance  of the Note  and be  apportioned  among  and by  payable  with any
installment  payments to become due during either (i) the term of any applicable
insurance  policy or (ii) the remaining term of the Note, or (c) be treated as a
balloon  payment  which will be due and  payable at the  Note's  maturity.  This
Agreement  also will  secure  payment of these  amounts.  Such right shall be in
addition to all other rights and remedies to which Secured Party may be entitled
upon the occurrence of an Event of Default.

9. APPOINT  RECEIVER.  To the extent  permitted by applicable law, Secured Party
shall have the  following  rights and remedies  regarding the  appointment  of a
receiver:  (a) Secured Party may have a receiver appointed as a matter of right,
(b) the receiver may be an employee of Secured Party and may serve without bond,
and (c) all fees of the receiver  and his or her  attorney  shall become part of
the Indebtedness  secured by this Agreement and shall be payable on demand, with
interest at the Note rate from date of  expenditure  until repaid.  The receiver
may be appointed by a court of competent  jurisdiction upon ex parte application
and without notice, notice being expressly waived.

10. POWER OF ATTORNEY.  Debtor  hereby  appoints  Secured  Party as its true and
lawful attorney-in-fact,  irrevocably, with full power of substitution to do the
following:  (a) to demand,  collect,  receive,  receipt for, sue and recover all
sums of money or other property which may now or hereafter  become due, owing or
payable  form the  Collateral;  (b) to  execute,  sign and  endorse  any and all

                                       18
<PAGE>
claims, instruments,  receipts, checks, drafts or warrants issued in payment for
the Collateral; (c) to settle or compromise any and all claims arising under the
Collateral,  and,  in the place and stead of Debtor,  to execute and deliver its
release and settlement for the claim;  and (d) to file any claim or claims or to
take any action or institute or take part in any proceedings,  either in its own
name or in the name of Debtor, or otherwise,  which in the discretion of Secured
Party may seem to be necessary or advisable. This power is given as security for
the Indebtedness, and the authority hereby conferred is and shall be irrevocable
and shall remain in full force and effect until renounced by Secured Party.

UNTIL DEFAULT  DEBTOR MAY HAVE  POSSESSION OF THE  COLLATERAL  AND USE IT IN ANY
LAWFUL MANNER, AND UPON DEFAULT, SECURED PARTY SHALL HAVE THE IMMEDIATE RIGHT TO
THE POSSESSION OF THE COLLATERAL.

11. EVENTS OF DEFAULT.  Debtor under this Agreement upon the happening of any of
the following events or conditions:

(a)  default in the  payment  or  performance  of any  obligation,  covenant  or
liability  contained or referred to in this Security  Agreement herein, the Note
or in any document evidencing the same;

(b) the making or furnishing of any warranty,  a representation  or statement to
Secured  Party by or on behalf of Debtor  which proves to have been false in any
material respect when made or furnished;

(c) loss, theft,  damage,  destruction,  sale or encumbrance to or of any of the
Collateral, or the making of any levy seizure or attachment thereof or thereon;

(d) death, dissolution,  termination of existence, 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  proceedings  under any
bankruptcy  or  insolvency  laws of, by or against  Debtor or any  guarantor  or
surety for Debtor.

Upon such default and at any time  thereafter,  or if it deems itself  insecure,
Secured Party may declare all  Obligations  secured hereby  immediately  due and
payable and shall have the  remedies of a secured  party under  Article 9 of the
Arizona Uniform  Commercial  Code.  Secured Party may require Debtor to assemble
the  Collateral  and deliver or make it available to Secured Party at a place to
be designated  by Secured Party which is reasonable  convenient to both parties.
Expenses of retaking,  holding,  preparing  for sale,  selling or the like shall
include Secured Party's reasonable attorney's fees and legal expenses.

No waiver by Secured Party of any default shall operate as a waiver of any other
default or of the same default on a future occasion. The taking of this security
agreement  shall not waive or impair any other  security  said Secured Party may
have or hereafter acquire for the payment of the above  indebtedness,  nor shall
the  taking  of any such  additional  security  waive or  impair  this  security
agreement;  but said Secured Party may resort to any security it may have in the
order it may deem proper, and notwithstanding any collateral  security,  Secured
Party shall retain its rights of set-off against Debtor.

                                       19
<PAGE>
All  rights  of  Secured  Party  hereunder  shall  inure to the  benefit  of its
successors  and  assigns;  and all  promises and duties of Debtor shall bind his
heirs, executors or administrators or his or its successors or assigns. If there
be more than one Debtor, their liabilities hereunder shall be joint and several.

Dated this 30th day of June, 2000.


DEBTOR:                                 DEBTOR


By: Abcon, Inc.                         By: Brian Smith


Name:                                   Name:
      ------------------------------          ------------------------------
Title:
      ------------------------------

                                       20
<PAGE>
                                    EXHIBIT D

                                  RESIGNATIONS

I hereby resign as an Officer and/or Director of Abcon, Inc. effective as of the
Closing  Date of the Stock  Purchase  Agreement  of which this exhibit is made a
part hereof.


--------------------------------------
Earl J. Cook


--------------------------------------
Donald D. Cannella


--------------------------------------
Bradley G. Black

                                       21
<PAGE>
                                    EXHIBIT E

                             OTHER SETTLEMENT ITEMS

OPEC Loan to Abcon                                                   $39,000.00


Loan payments made by OPEC on behalf of Abcon:

     Truck #33 (3 Months)                              $ 2,570.70
     Truck #45 (3 Months)                                2,224.08
     Truck #47 (4 Months)                                3,959.88
     Truck #50 (3 Months)                                2,571.99
                                                       ----------
                                                                      11,326.65

FICA on 12-31-99 stock paid by OPEC                                    2,669.49
                                                                     ----------
                                                                      52,996.14

Less: Invoices from Abcon to OPEC                                     37,306.40
                                                                     ----------

Net due OPEC to be added to purchase Note                            $15,689.74
                                                                     ==========

                                       22