<PAGE>   1
                                                                   Exhibit 10.34

THIS PROMISSORY NOTE AND THE UNDERLYING COMMON STOCK ("COMMON STOCK") OF
FUTUREONE, INC. (THE "COMPANY") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY REGULATIONS PROMULGATED THEREUNDER
(COLLECTIVELY, THE "SECURITIES ACT") OR WITH THE SECURITIES AUTHORITIES OF ANY
STATE UNDER ANY STATE SECURITIES LAWS AND ANY REGULATIONS PROMULGATED THEREUNDER
(COLLECTIVELY, "STATE SECURITIES LAWS"). AS A CONSEQUENCE, NEITHER THIS
PROMISSORY NOTE NOR COMMON STOCK MAY BE SOLD, TRANSFERRED, ASSIGNED, MORTGAGED,
PLEDGED, LIENED, HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF
(COLLECTIVELY, A "TRANSFER") EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.


                                 15% CONVERTIBLE
                                 PROMISSORY NOTE

$250,000.00                                                     Phoenix, Arizona
                                                          As of February 9, 2000

FOR VALUE RECEIVED, FUTUREONE, INC., a Nevada corporation with an office at 4250
East Camelback Road, Suite K-192, Phoenix, Arizona 85018-2751 (including its
successors and assigns, "Borrower"), hereby promises to pay to the order of
Richard B. McCulloch ("Lender"), the principal sum of Two Hundred Fifty Thousand
Dollars ($250,000) (the "Principal Amount"), with interest on any unpaid balance
of such amount at the rate of interest specified herein, in lawful money of the
United States of America and in immediately available funds in accordance with
the terms hereof. The unpaid Principal Amount of this 15% Convertible Promissory
Note (this "Note"), together with all accrued and unpaid interest hereunder,
shall be due and payable on the Maturity Date (as defined below), unless this
Note is prepaid in accordance with Section 3 hereof or converted in accordance
with Section 4 hereof. This Note evidences a loan (the "Loan") made by Lender to
Borrower in the Principal Amount. This Note is issued in replacement of, and in
full substitution for, the promissory note dated October 8, 1999 issued by
Borrower to Lender in the principal amount of $250,000. Accordingly, interest on
the Principal Amount will accrue effective as of October 8, 1999.

1.       Definitions.

         1.1.     Certain Defined Terms. As used in this Note, the following
terms have the meanings indicated below:

         "Business Day" means a day other than Saturday, Sunday or other day on
which commercial banks in Phoenix, Arizona are authorized or required by law or
executive order to close.

         "Common Stock" means the $0.001 par value common stock of Borrower.
<PAGE>   2
         "Conversion Price" means One Dollar ($1.00) per share of Common Stock
subject to adjustment as provided in Section 4.

         "Default" means any event which, with the passage of time or the giving
of notice, or both, could become an Event of Default.

         "Default Rate" means a rate of interest equal to the Stated Interest
Rate plus three (3) percentage points per annum.

         "Disbursement Date" means October 8, 1999.

         "Dollars" or "$" mean lawful currency of the United States of America
and, in relation to any amount to be disbursed or paid under this Note,
immediately available funds or such other funds as may be acceptable to Lender
in its sole discretion.

         "Event of Default" has the meaning set forth in subsection 6.1.

         "Indebtedness" of any Person means as of the date of any determination
thereof, (i) all indebtedness for borrowed money or purchase money financing,
(ii) all indebtedness evidenced by a note, bond, debenture or similar instrument
(but only to the extent actually disbursed), (iii) the face amount of all
letters of credit and, without duplication, all unreimbursed amounts drawn
thereunder, (iv) all payment obligations under any interest rate protection
agreements and currency swaps and similar agreements, (v) all indebtedness under
capitalized leases, (vi) all obligations to pay money or assume indebtedness in
respect of the acquisition of property, securities and other assets, (vii) all
obligations in respect of guaranties, (viii) all obligations to purchase,
repurchase or otherwise acquire, to supply or advance funds or to become liable
(directly or indirectly) with respect to any indebtedness or obligation of any
Person and (ix) all refundings, renewals, extensions or restatements of any of
the foregoing.

         "Maturity Date" is defined in Section 2.2.

         "Person" means an individual, a corporation, an association, a joint
stock company, a business trust, a partnership, a joint venture, a limited
liability company, an unincorporated organization, or a government or any agency
or political subdivision thereof.

         "Securities Act" means, collectively, the Securities Act of 1933, as
amended, and any regulations promulgated thereunder.

         "State Securities Act" means, collectively, the securities law of any
State that is applicable to this Note or the Common Stock and any regulations
promulgated thereunder.

         "Stated Interest Rate" means simple interest at the rate of fifteen
percent (15%) per annum.

         "Taxes" means any and all present and future taxes, levies, imposts,
duties, fees, deductions, withholdings or charges of a similar nature imposed or
assessed by any country or any political subdivision or taxing authority thereof
(but not including any income or franchise taxes of Lender), together with any
interest thereon and any penalties with respect thereto.

                                     - 2 -
<PAGE>   3
         1.2.     Computation of Time Periods. Unless otherwise provided herein,
with respect to the computation of periods of time from a specified date to a
later specified date herein, the word "from" means "from and including" and each
of the words "to" and "until" means "to but excluding".

         1.3.     Dollar Amounts. All dollar amounts used herein shall mean
Dollars.

         1.4.     Construction. In this Note, the singular includes the plural,
the plural includes the singular, and the word "or" is used in the inclusive
sense.

2.       The Loan.

         2.1.     Use of Loan Proceeds. The proceeds of the Loan shall be used
for the general working capital needs of Borrower.

         2.2.     Maturity Date. The Maturity Date for the Loan shall be (i)
April 9, 2000, or (ii) such other date as the Principal Amount shall become due
and payable pursuant to the terms and provisions of this Note shall have been
prepaid or converted in full in accordance with the provisions hereof; provided,
however, Borrower may extend the Maturity Date at any time with the prior
consent of Lender.

3.       Payments.

         3.1.     Payment of Interest.

                  3.1.1.   Interest Rate; Interest Payment. Interest shall
accrue on any unpaid balance of the outstanding Principal Amount at the Stated
Interest Rate: (a) from and including the Disbursement Date through the Maturity
Date, and (b) shall be due and payable on the Maturity Date. All interest and
fees accruing under the Note shall be computed on the basis of a 360-day year
and the actual number of days elapsed.

                  3.1.2.   Default Interest. Notwithstanding anything to the
contrary contained in this Note, if Borrower shall fail to make any payment when
due of principal, interest or any other amount owing under this Note, then such
principal, interest or other amount shall accrue interest thereon at a rate
equal to the Default Rate to the fullest extent permitted by law from the date
such payment was due until payment in full of the amount overdue plus such
interest thereon.

                  3.1.3.   Maximum Interest. Anything in this Note to the
contrary notwithstanding, the interest rate on the Loan shall in no event be in
excess of any maximum interest rate permitted by applicable law; provided,
however, that, to the extent permitted by applicable law, in the event that
interest is not collected as a result of the operation of this subsection and
interest thereafter payable pursuant to this Note shall be less than such
maximum amount, then such interest thereafter payable shall be increased up to
such maximum amount to the extent necessary to recover the amount of interest,
if any, theretofore uncollected as a result of the operation of this subsection.
In determining whether or not any interest payable under this Note exceeds the
maximum rate permitted by applicable law, any non-principal payment, except
payments specifically stated to be "interest", shall be deemed, to the extent
permitted by applicable law, to be a fee, expense reimbursement or penalty,
rather than interest.

                                     - 3 -
<PAGE>   4
         3.2.     Payments of Principal.

                  3.2.1.   Maturity. Subject to subsection 3.6 hereof, the
unpaid balance of the Principal Amount, together with all accrued and unpaid
interest, and all other amounts payable under the Note, shall be due and payable
in full on the Maturity Date.

                  3.2.2.   Prepayment. Subject to subsection 3.6 hereof, (i)
Borrower may at any time prior to the Maturity Date prepay all or any portion of
the Principal Amount without penalty, upon ten (10) days advance notice to
Lender specifying the date and amount of such repayment; and (ii) Borrower's
notice of prepayment, once given, shall obligate Borrower either (a) to make the
prepayment on the date specified therein or (b) pay Lender's reasonable
out-of-pocket costs and damages incurred as a result of Borrower's failure to
make such prepayment on the date specified for such prepayment.

         3.3.     Manner of Payments. Each payment of principal of and interest
on this Note shall be made by check of Borrower or by transferring the amount
thereof in Dollars in immediately available funds via the Fedwire or intra-bank
account transfer, not later than 5:00 p.m., Phoenix, Arizona time, on the date
on which such payment shall be due. Each such payment shall be made without
setoff, offset, deduction or counterclaim.

         3.4.     Extension of Payments. If any payment from Borrower to Lender
under this Note shall become due on a day which is not a Business Day, the due
date thereof shall be extended to the next following day which is a Business Day
and such additional time shall be included in the computation of interest.

         3.5.     Application of Payments. Lender shall have the absolute right
to determine the order in which payments received by Lender under this Note
shall be applied to the amounts which are then due and payable under the Note,
regardless of any application designated by Borrower; provided, however, that,
unless and until the occurrence of an Event of Default hereunder, all payments,
including, without limitation, all prepayments, shall be applied first against
any fees or expenses due and payable to Lender under this Note, second, to the
payment of delinquency or late charges, third, to interest due and payable on
the Loan, and fourth to repay the Principal Amount.

         3.6.     Optional Conversion of Note and Notice Thereof. Anything
contained in this Section 3 to the contrary notwithstanding, in the event that
Borrower shall give Lender notice of prepayment, Lender may, within five (5)
Business Days following the giving of such notice, elect to convert the entire
unpaid Principal Amount of this Note and any accrued interest outstanding
pursuant to Section 4 hereof.

4.       Conversion.

         4.1.     Conversion Privilege. Prior to the Maturity Date, Lender may,
subject to subsection 3.6 hereof, at any time convert all or part of the
indebtedness evidenced by this Note, including accrued interest, into Common
Stock (a "FutureOne Common Stock Conversion"). The number of shares of Common
Stock issuable upon a FutureOne Common Stock Conversion shall be determined as
follows: Divide the Principal Amount and accrued interest to be converted by the
Conversion Price in effect as of the date of such FutureOne Common Stock
Conversion. Borrower will deliver to a holder so converting a check in payment
for any fractional share of Common Stock.

                                     - 4 -
<PAGE>   5
         4.2.     Conversion Procedure. To effect any FutureOne Common Stock
Conversion, Lender shall (i) provide Borrower with ten (10) business days
advance written notice to Borrower specifying the date and amount of such
conversion and the name in which the Common Stock shall be issued (if the name
is other than that of Lender), (ii) furnish any appropriate endorsements and
transfer documents reasonably requested by Borrower, (iii) pay any documentary,
stamp, transfer or similar tax if required and (iv) deliver a certificate to
Borrower in which Lender certifies that (a) Lender is an "accredited investor"
as defined in the Securities Act, (b) Lender acknowledges that the Common Stock
to be issued to Lender have not been registered under the Securities Act or any
State Securities Laws and (c) Lender is acquiring the Common Stock to be issued
to Lender for investment and not with a view to the resale, subdivision,
distribution or fractionalization thereof and that Lender agrees that such
Common Stock may not be sold, transferred, assigned, mortgaged, pledged, liened,
hypothecated or otherwise encumbered or disposed of (collectively, a "transfer")
except pursuant to an effective Registration Statement under the Securities Act
of 1933, as amended, or an opinion of counsel satisfactory to Borrower to the
effect that such registration is not required.

         4.3.     Adjustment for Change in Common Stock. If Borrower:

                  (i)      pays a dividend or makes a distribution on its Common
Stock in Common Stock;

                  (ii)     subdivides its outstanding Common Stock into a
greater number of Common Stock;

                  (iii)    combines its outstanding Common Stock into a smaller
number of Common Stock;

                  (iv)     makes a distribution on its Common Stock in property
other than cash;

                  (v)      issues by reclassification of its Common Stock any
additional Common Stock; or

                  (vi)     Borrower grants rights or warrants to all holders of
Common Stock entitling them to subscribe for or purchase Common Stock at a price
less than the Conversion Price;

then the conversion privilege and the Conversion Price in effect immediately
prior to such action shall be adjusted so that Lender thereafter may receive the
number of shares of Common Stock which Lender would have owned immediately
following such action if Lender had converted the Loan immediately prior to such
action.
         The adjustment shall become effective immediately after the record date
in the case of a dividend or distribution and immediately after the effective
date in the case of a subdivision, combination, reclassification or grant of
rights or warrants.

         If after an adjustment Lender upon any such conversion receives
securities of two or more series or classes of securities of Borrower, Borrower
shall determine the allocation of the adjusted Conversion Price between the
series or classes of securities. After such allocation, the conversion

                                     - 5 -
<PAGE>   6
privilege and the Conversion Price of each series or class of Common Stock shall
thereafter be subject to adjustment on terms comparable to those applicable to
Common Stock in this Section 4.

         4.4.     When Adjustment May Be Deferred. No adjustment in the
Conversion Price need be made unless the adjustment would require an increase or
decrease of at least five percent (5%) in the Conversion Price. Any adjustments
that are not made shall be carried forward and taken into account in any
subsequent adjustment.

         All calculations under this Section 4 shall be made to the nearest cent
or to the nearest 1/100th of a Common Stock, as the case may be.

         4.5.     When No Adjustment Required. No adjustment need be made for a
transaction referred to in subsection 4.3 if Lender is to participate in the
transaction on a basis and with notice that Borrower determines to be fair and
appropriate in light of the basis and notice on which holders of Common Stock
participate in the transaction.

         No adjustment need be made for rights to purchase Common Stock pursuant
to a plan for reinvestment of dividends or interest.

         4.6.     Notice of Adjustment. Whenever the Conversion Price is
adjusted Borrower shall promptly mail to Lender a notice of the adjustment.

         4.7.     Voluntary Reduction. Borrower from time to time may reduce the
Conversion Price by any amount for any period of time if the period is at least
twenty (20) days and if the reduction is irrevocable during the period.

         Whenever the Conversion Price is reduced, Borrower shall mail to Lender
a notice of the reduction. Borrower shall mail the notice at least fifteen (15)
days before the date the reduced Conversion Price takes effect. The notice shall
state the reduced Conversion Price and the period it will be in effect.

         A reduction of the Conversion Price does not change or adjust the
Conversion Price otherwise in effect for purposes of subsection 4.4.

         4.8.     Reorganization of Borrower. If Borrower is a party to a
consolidation or a merger, or if Borrower transfers or leases all or
substantially all of its assets, which event reclassifies or changes Borrower's
outstanding Common Stock, Lender will have the right to convert the Loan only
into the kind and amount of securities, cash or other assets which Lender would
have owned immediately after the consolidation, merger, transfer or lease if
Lender had converted the Loan immediately before the effective date of the
transaction.

         4.9.     Borrower's Determination Final. Any determination that
Borrower must make pursuant to subsections 4.4, 4.5, 4.6 or 4.9 is conclusive.

5.       Defaults.

         5.1.     Events of Default. The occurrence of any one or more of
following shall constitute an "Event of Default."

                                     - 6 -
<PAGE>   7
                  5.1.1.   Borrower shall fail to pay any interest or principal
under this Note within ten (10) business days following the date such amount was
due, whether at maturity, by acceleration or otherwise.

                  5.1.2.   Borrower shall fail to pay any other amount (whether
fees, Taxes or otherwise) payable to Lender or any other party under or as
required by this Note within ten (10) business days after demand therefor or
receipt of notice that such amount was due, whether at maturity, by acceleration
or otherwise.

                  5.1.3.   Borrower shall fail to perform or observe any
material obligations, covenants, terms, agreements or undertakings contained in
this Note (other than obligations, covenants, terms, agreements or undertakings
set forth in subsections 5.1.1 and 5.1.2), and such default shall continue
unremedied for a period of thirty (30) days after notice of such default is
delivered by Lender to Borrower; provided, however, that if Borrower commences
to cure such default during such thirty (30) day period but such default is not
susceptible to cure within such thirty (30) day period, such thirty (30) day
period shall be extended so long as Borrower is at all times diligently pursuing
the cure thereof.

6.       Remedies After Default. Upon maturity of this Note and/or the failure
to pay the Principal Amount, interest or any other sums due hereunder after the
expiration of any applicable notice and/or cure period and/or the occurrence of
any other Event of Default, Lender may, at its option, exercise all rights and
remedies to which it may be entitled under this Note at law or in equity,
including, without limitation, the right to declare the Principal Amount, all
interest thereon and all other amounts payable under this Note to be immediately
due and payable.

7.       General Provisions.

         7.1.     Assignment. This Note is a continuing obligation and shall be
binding upon and shall inure to the benefit of Borrower, Lender and their
respective successors and assigns. Notwithstanding the preceding sentence,
Lender may not sell, transfer, assign, mortgage, pledge, lien, hypothecate or
otherwise encumber or dispose of this Note or any Common Stock into which this
Note is convertible, except pursuant to the terms, provisions and conditions of
this Note.

         7.2.     Costs; Expenses. Borrower agrees to pay on demand all
reasonable costs and expenses, if any (including, without limitation, reasonable
fees and expenses of counsel of and for Lender) in connection with the
amendment, modification, extension, or enforcement of this Note and any other
documents to be delivered hereunder.

         7.3.     Severability. Every provision of this Note is intended to be
severable, and if any term or provision hereof shall be invalid, illegal, or
unenforceable for any reason, the validity, legality, and enforceability of the
remaining provisions hereof shall not be affected or impaired thereby, and any
invalidity, illegality, or unenforceability in any jurisdiction shall not affect
the validity, legality, or enforceability of any such term or provision in any
other jurisdiction.

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

                                     - 7 -
<PAGE>   8
         7.5.     Entire Agreement. This Note and any other documents executed
in connection herewith and therewith contain the entire understanding of and
supersede all prior representations, warranties, agreements, arrangements,
understandings and negotiations, written and oral, between Lender and Borrower
with respect to the subject matter hereof and shall not be modified except in
writing executed by the parties hereto.

         7.6.     Waivers. Borrower waives presentment, demand for payment,
notice of dishonor and any or all notices or demands (other than any notices or
demands which cannot be waived by operation of law) in connection with the
delivery, acceptance, performance, default or enforcement of this Note and
consents to any or all delays, extensions of time, renewals, release of any
party, and of any available security therefor, and any and all waivers that may
be granted or consented to by Lender with regard to the time of payment or with
respect to any other provision of this Note, and agrees that no such action,
delay or failure to act on the part of Lender shall be construed as a waiver by
Lender of, or otherwise affect, in whole or in part, its right to avail itself
of any remedy with respect thereto.

         7.7.     Amendment; Waiver. No amendment, modification or waiver of any
provision of this Note, and no consent to any departure by Borrower therefrom,
shall in any event be effective unless the same be in writing and signed by
Lender and Borrower. Any waiver of any provision of this Note, and any consent
to any departure by Borrower or Lender therefrom, shall be effective only in the
specific instance and for the specific purpose for which given. Neither failure
nor delay on the part of Lender to exercise any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any right, power or remedy. No notice to or demand on
Borrower in any case shall entitle Borrower to any other or further notice or
demand in similar or other circumstances. The rights herein provided are
cumulative and not exclusive of any rights provided by law.

         7.8.     Notices, Etc. All notices, approvals, demands, consents and
other communications ("notices") provided for or otherwise given hereunder shall
be in the English language, in writing, and shall have been duly given and shall
be effective (i) when delivered, (ii) when transmitted via telecopy with
electronic confirmation to the numbers set forth below, (iii) the day following
the day on which the same has been delivered prepaid to a reputable national
overnight courier service or (iv) the third Business Day following the day on
which the same is sent by certified or registered mail, postage prepaid and
return receipt requested, as follows:

         To Borrower:      FutureOne, Inc.
                           4250 East Camelback Road, Suite K-192
                           Phoenix, Arizona  85018-2751
                           Attention:  President
                           Telephone:  (602) 852-9725
                           Telecopier: (602) 522-8714

                                     - 8 -
<PAGE>   9
         To Lender:        Richard B. McCulloch

                           -------------------------------

                           -------------------------------
                           Telephone: (     )     -
                           Telecopier: (     )    -

or, as to each party, at such other address or telecopier number as shall be
designated by such party in a written notice to the other party. All such
notices shall be effective as set forth above and shall be effective against the
party to which it is sent irrespective of whether copies have been sent to other
parties.

         7.9.     Headings. The headings contained in this Note are for
convenience of reference only and shall not affect the construction hereof.

         7.10.    Drafting. Borrower acknowledges that Borrower and Lender and
their respective counsel have reviewed and revised this Note, and Borrower
agrees that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of any
of this Note.

         7.11.    No Third Party Beneficiaries. Nothing in this Note shall
confer upon any Person, other than the parties hereto and their respective
successors and permitted assigns, any rights or remedies under or by reason of
this Note.

         7.12.    Non-Recourse. Notwithstanding anything to the contrary
contained in this Note, no individual member, partner, officer, or director of
Borrower or the manager or managers of Borrower shall have any personal
liability for the obligations of Borrower hereunder, but, rather, the terms,
covenants, provisions and obligations contained in this Note as made are only
intended to bind Borrower and the assets of Borrower as the same may exist from
time to time. The foregoing shall not diminish or release any of the obligations
of Borrower hereunder.

         IN WITNESS WHEREOF, Borrower has executed this Note as of the date
first above written.

                                            FUTUREONE, INC.,
                                            A NEVADA CORPORATION

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

                                            Its:
                                                -------------------------------

ACCEPTED, ACKNOWLEDGED AND
AGREED THIS _______ DAY OF
____________, 2000.

-----------------------------
Richard B. McCulloch

                                     - 9 -