NEIGHBORCOMM(TM) SERVICE AGREEMENT


This NeighborComm(TM) Service Agreement ("Agreement") is made this 12th day May,
2000 between FutureOne Inc., a Nevada  corporation  (hereinafter  referred to as
"FutureOne"),  Morley Family  Investments,  LLLP, a Colorado  limited  liability
limited  partnership and ROCOLO VI, a Colorado limited liability company and Ray
O'Sullivan  - Ridgeview  Devp.,  LLC, or his assigns  (hereinafter  collectively
referred to as the "System Provider").

                                    RECITALS

WHEREAS,  FutureOne  is a full service  communications  company  which  provides
communications and infrastructure design and installation services.

WHEREAS,  System  Provider  owns the rights to install  communication  and cable
services  for  that  certain  real  estate  development,  in  Colorado  Springs,
Colorado,  described as Ridgeview at Stetson Hills,  consisting of approximately
850 acres of  residential  single family homes,  115 acres of commercial  and 50
acres of multi-family housing. (the "Property"). The parties understand that the
owners of  Ridgeview  at  Stetson  Hills  have the right to modify the land uses
described above as they may desire.

WHEREAS,  FutureOne is creating a unique product (the "NeighborComm  System") to
provide  bundled  communications  services,  including  voice video and data,  a
community Intranet and a virtual community portal. The NeighborComm intranet and
community portal will be designed around the Ridgeview  development to provide a
single  point  for  residents,  local  businesses  and  government  agencies  to
communicate in a local environment over the Internet and intranet.

                          I. COMMITMENTS OF FUTUREONE

FutureOne  shall provide voice,  video and data  communications  to homes within
various  subdivisions within the Property.  These bundled services will be based
on regular local dial tone telephone  service,  long distance  telephone service
(including  selected voice over IP internet long distance),  video on demand and
high speed Internet connections. The parties acknowledge that these services are
intended  to be phased into the  development  as set forth on Exhibit C attached
hereto, subject to the following contingency.

FutureOne also desires to provide cable TV services,  but is currently unable to
provide such services. Accordingly, FutureOne is currently exploring obtaining a
franchise agreement from the city of Colorado Springs,  possible resale of other
providers services and the possible use of wireless and satellite providers.  In
the event that FutureOne becomes able to provide cable TV services,  the parties
hereby  agree to amend this  Agreement  to reflect this change and to modify the
cost and timing schedules accordingly.

In addition,  FutureOne will supply an intranet within the community that allows
neighbors to communicate  directly with other neighbors and FutureOne intends to
expand this Intranet network to include local businesses, schools and government
agencies.  FutureOne  will also  supply its  proprietary  software  to allow the
intranet to provide  local  bulletin  boards,  want ads,  homeowner  association
management, security and other local features.

FutureOne will provide System Provider with sales and  advertising  material and
provide training sessions for residents and home builders on the Property.
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                       II. COMMITMENTS OF SYSTEM PROVIDER

System  Provider  shall be  responsible to install the cable and/or conduit from
the  backbone to the  structures  and/or any  portion of the  backbone as agreed
between System  Provider and  FutureOne,  according to the schedule set forth on
Exhibit A attached hereto. Services to complete the infrastructure  installation
required of System  Provider will be provided to System  Provider by OPEC CORP.,
("OPEC"),  a wholly  owned  subsidiary  of FutureOne  that is familiar  with the
specifications  required for this  infrastructure.  All such  services  shall be
charged at prices  reasonable  and  customary  in the area to be  determined  by
System  Provider  and OPEC at the  time of  installation  and  shall  include  a
discount of 10% from prices normally charged to developers for similar services.
System  Provider will pay for all such  infrastructure  installation on a net 30
basis.  Notwithstanding  anything  contained in this paragraph,  System Provider
shall retain the exclusive right to obtain  competitive  bids for all work to be
performed  hereunder for the purpose of determining  prices that are "reasonable
and  customary" and to use such bids as a basis for  negotiating  prices for any
work to be performed by OPEC.

System  Provider  hereby grants  FutureOne  the  exclusive  right to provide the
NeighborComm System described in this Agreement to residents of the Property and
System  Provider  agrees not to enter into any additional  agreements with other
similar  service  providers  for the services to be supplied by FutureOne  under
this  Agreement,  as long as this Agreement is in effect.  System Provider shall
assist FutureOne in encouraging builders,  commercial enterprises and homeowners
on the Property to subscribe to the  NeighborComm  System and shall  exclusively
recommend the NeighborComm  System to homebuilders and its other customers.  The
parties  agree to meet and confer in good faith at  appropriate  times after the
Effective  Date  herein  with  the  goal of  reaching  mutual  agreement  on the
particular  methods,  processes and forms of actual  assistance  in  encouraging
builders,  commercial enterprises and homeowners on the Property to subscribe to
the NeighborComm System.

System Provider  acknowledges that FutureOne provides the NeighborComm System to
other  entities  and  individuals,  including  other  builders,  developers  and
property  managers and some services may be provided to others through a portion
of the backbone infrastructure installed in the Property.

                         III. MAINTENANCE OF FACILITIES

FutureOne  shall be responsible  for performing  maintenance and repair services
for all equipment  necessary to complete the network and  infrastructure for the
NeighborComm System (the "NeighborComm System Equipment").  FutureOne shall make
all repairs, replacements and upgrades to the NeighborComm System Equipment that
are necessary to keep them in good working order and in a condition suitable for
providing the NeighborComm  System as contemplated by this Agreement.  FutureOne
shall comply with all applicable  government  regulations and laws regarding the
services provided under this agreement.

FutureOne  shall be  responsible,  at its cost and expense,  for  performing  or
causing to be performed  maintenance  and repair  services for all  NeighborComm
System Equipment.

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                               IV. TRANSFERABILITY

This  Agreement  shall run with the Property and shall be binding upon and inure
to the benefit of System  Provider and any person who acquires  right,  title or
interest  in or to all or any portion of the  Property,  and  FutureOne  and its
permitted successors and assigns.

Any  benefits or rights  conferred  by this  Agreement  to System  Provider  are
non-transferable  without the express written consent and approval of FutureOne,
except that System  Provider may transfer  this  Agreement to any entity that is
owned,  controlled  or managed by the  current  owners of System  Provider.  Any
benefits or rights conferred by this Agreement to FutureOne are non-transferable
without the express written consent and approval of System Provider, except that
FutureOne may transfer this Agreement to any entity that is owned, controlled or
managed by FutureOne.  The approval of the transfer of this  Agreement by either
party to a third party  shall not be  unreasonably  withheld.  The terms of this
Agreement shall also be exclusive and apart from any other contract entered into
between FutureOne and System Provider.

Notwithstanding  anything to the  contrary in this  Section IV,  FutureOne  may,
without System Provider's approval and in FutureOne's sole discretion, from time
to time, (i) grant to any person or entity a security  interest in the FutureOne
NeighborComm   Facilities  (as  defined  below),   and  (ii)  assign  or  pledge
FutureOne's  interest  in this  Agreement  to any  person or  entity to  finance
FutureOne's obligations under this Agreement or the operation of the business of
FutureOne or its subsidiaries.

          V. NON-DISCLOSURE, NON-COMPETE & NON-SOLICITATION PROVISIONS

System  Provider  acknowledges  that  the  NeighborComm  System  including  the,
community intranet and bundled  communications  services contemplated under this
Agreement  are concepts  that are not  exclusive  to FutureOne  but all specific
information regarding services, procedures,  programs, processes, and equipment,
used in providing FutureOne's  Neighborcomm System are valuable to FutureOne and
agrees  not to  disclose,  discuss,  divulge,  disseminate,  make  available  or
distribute any specific information regarding FutureOne's NeighborComm System to
anyone  that is not a party  to this  Agreement,  without  the  express  written
permission of FutureOne.  System  Provider  further  agrees not to copy,  use or
imitate the specific services,  procedures,  programs,  processes, and equipment
used in the  NeighborComm  System  developed  and designed by FutureOne in other
projects  developed by System  Provider or the current owners of System Provider
without the prior written approval of FutureOne.

System  Provider  and the owners of System  Provider  agree not to compete  with
FutureOne in any way by providing similar services or technology to others or to
make such plans or  technology  available to any third party without the express
written  permission  of  FutureOne.  System  Provider  and the  owners of System
Provider also own other developments, and each of these developments is separate
from any other development.  Given the nature of the technology and the possible
proliferation of such technology in the future,  the restrictions of his section
are not intended to prevent the current owners of System Provider to discuss and
negotiate with any competitive  service provider for services for other than the
Property.

Each of the parties to this  Agreement  hereto shall not directly or  indirectly
hire,  solicit for hire, or otherwise contract with any employee(s) of any other
party to this Agreement in any capacity,  including subcontractor status, during
the term of this Agreement or for a period of twenty four (24) months thereafter
without the express written approval of the affected party.  Should this section
be breached,  in addition to all other remedies available under law, a party who
violates this Section  agrees to pay to the  aggrieved  party an amount equal to
the greater of $10,000 or 40% of the total compensation for a standard work year

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(2,080  hours),  including  any  increases  agreed to by the parties  within six
months of  employment  for each such employee  hired by the  violating  party or
related employing entity.

An "employee"  for purposes of this Section is hereby defined as any employee of
a party,  including  the  employees  of any  affiliate of a party and any person
employed  as a  subcontractor  of a party or any  affiliate  of a party  that is
providing services to System Provider or FutureOne and its affiliates under this
Agreement.

    VI. DESIGN, INSTALLATION AND OWNERSHIP OF THE SYSTEM AND INFRASTRUCTURE

FutureOne shall design and engineer the complete network and  infrastructure and
determine  the type and brand name of the  equipment and the type and brand name
of the cabling to be used to install  the  NeighborComm  System in the  Property
provided  that the network  infrastructure  and  equipment  selected and used by
FutureOne in installing the NeighborComm System shall be compatible with US WEST
communication  systems.  FutureOne  shall  supply  all  equipment  necessary  to
complete the backbone of the network,  including  computer  switching  hardware,
connection  boxes and set top boxes,  which may be leased or sold to  consumers,
and FutureOne shall own all such equipment and  infrastructure.  FutureOne shall
supply all  software and  necessary  support for the  NeighborComm  Internet and
intranet service.

System  Provider  shall  within ten (10) days of the  signing of this  Agreement
provide to FutureOne,  $100,000 which shall be used to pay for certain immediate
costs of required  infrastructure as indicated on Exhibit A. This infrastructure
shall be  purchased  as part of the first  purchase as  indicated  on Exhibit B.
System Provider shall only be required to pay for those infrastructure costs and
expenses marked on Exhibit A with an "X". System Provider,  at System Provider's
sole option,  may elect to pay for  additional  infrastructure  costs not marked
with an "X" on Exhibit A.  FutureOne  shall  purchase  from System  Provider all
required and optional  infrastructure  installed and paid for by System Provider
as set forth in this Agreement.

System  Provider  shall be  responsible to install the cable and/or conduit from
the  backbone to the  structures  and/or any  portion of the  backbone as agreed
between System  Provider and  FutureOne,  according to the schedule set forth on
Exhibit A attached hereto.  The parties  acknowledge that the specific items and
amounts indicated on Exhibit A are estimates based on the current network design
and that  since  this is a long term  project  there may be changes to the items
indicated on Exhibit A, based on changes in technology, network capabilities and
requirements and increases or decreases in item costs. After installation of the
connections  from the  backbone  to the  structures,  FutureOne  shall  have the
exclusive right to purchase the infrastructure  installed and paid for by System
Provider upon the terms  specified below and according to the schedule set forth
on Exhibit B attached hereto.

                         VII. COMMON STOCK OF FUTUREONE

Upon FutureOne's receipt and acceptance of the Investor  Questionnaire  attached
hereto as Exhibit D and pursuant to the schedule set forth on Exhibit B attached
hereto  FutureOne  shall issue shares (the  "Shares") of its common  stock,  par
value $0.001 per share  ("Common  Stock") to System  Provider as detailed in the
First Amendment attached hereto and incorporated herein.

Any issuance of Common Stock shall be made in aggregate  amounts equal to System
Provider's  actual cost of the  infrastructure  installed and paid for by System
Provider on the Property and shall be made upon submission by System Provider to
FutureOne  of paid  invoices  reflecting  the actual  amounts  expended  for the

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infrastructure.   All   Such   issuances   shall  be  made  in   tranches   (the
"Infrastructure  Repayment  Tranches") as set forth on the schedule set forth on
Exhibit B attached  hereto.  The value of the Common  Stock for  purposes of the
initial issuance and each Infrastructure Repayment Tranch shall be determined by
the  average  of  the  closing  prices  of  Common  Stock  as  reported  in  the
consolidated  reporting  system (for exchange  traded  securities  and last sale
reported for  over-the-counter  securities) for the 21 trading days  immediately
preceding the  established  date for issuance of such  Infrastructure  Repayment
Tranch (the "Stock Valuation Price").

In addition, System Provider will be issued warrants to purchase Common Stock of
FutureOne equal to fifteen percent (15%) of the number of shares of Common Stock
issued  in each  Infrastructure  Repayment  Tranch.  Such  warrants  shall  vest
immediately  upon  issuance  and shall be  exercisable  for seven (7) years at a
price equal to the Stock Valuation Price.

All right, title and interest in the  infrastructure,  computers,  equipment and
software, which are part of the NeighborComm System, shall remain with FutureOne
or its affiliates or subsidiaries ("FutureOne NeighborComm Facilities").

                      VIII. REPRESENTATIONS AND WARRANTIES

     (a) Each party to this  Agreement  hereby  represents  and  warrants to the
other party hereto as follows:

          (i) In the  case  of  FutureOne,  it is a duly  organized  corporation
created  under the laws of the State of Nevada,  and has full  power,  right and
authority to enter into this Agreement.

          (ii)  System  Provider  includes a duly  organized  limited  liability
limited partnership and a limited liability company respectively,  created under
the laws of the State of Colorado.  System  Provider has the requisite power and
all  required  permits and plat  approvals  to carry on the present and proposed
activities, and has full power, right and authority to enter into this Agreement
and to perform each and all of their obligations provided for herein.

          (iii) System  Provider  has taken or caused to be taken all  requisite
action under its governing  instruments  to authorize the execution and delivery
of, and the performance of its obligations under, this Agreement.

          (iv) Each person who, in its name,  executes  this  Agreement has been
duly authorized to execute this Agreement on its behalf.

          (v) Neither its  execution  and  delivery of this  Agreement,  nor the
consummation of the transactions contemplated hereby, is at the time executed in
conflict with its governing  instruments or any other  agreements or instruments
to which it is a party or by which it is bound.

          (vi)  There  is no  litigation  served  on  it  which  challenges  its
authority to execute, deliver or perform this Agreement, and it has disclosed to
the other party any threatened  litigation with respect to such matters of which
it is aware.

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     (b) System Provider  represents and warrants to FutureOne that there are no
exclusive rights granted to any other providers of voice, video or data services
prior to the Effective Date of this Agreement with respect to the Property.

               IX. RELATIONSHIP OF THE PARTIES & RIGHTS TO REVENUE

It is  expressly  understood  and  agreed  that  neither  party  shall act as an
employee or agent of the other party,  and nothing  contained in this  Agreement
shall be construed to create a joint venture, partnership,  association or other
affiliation,  or like  relationship,  between the  parties.  It is  specifically
agreed that the relationship is and shall remain that of independent  parties to
a contractual  relationship and that System Provider shall have no right to bind
FutureOne  in any manner nor shall the  FutureOne  have the right to bind System
Provider.  In no event shall either party be liable for the debts or obligations
of the other.

System  Provider  agrees that FutureOne shall establish the prices for providing
NeighborComm System services, shall directly bill each customer for such amounts
and that all revenues  derived by FutureOne from providing  NeighborComm  System
services,  equipment or other services,  including products or services provided
to customers  through  affiliates  of FutureOne,  are the  exclusive  revenue of
FutureOne and System Provider shall have no claim to any such revenues.

                        X. FUTUREONE NEIGHBORCOMM SYSTEM

System Provider agrees that FutureOne's NeighborComm System and its services and
products are subject to change without notice,  but FutureOne shall at all times
provide basic  telephone  service  according to the standards of all  applicable
government  regulations and laws regarding this service, which are applicable to
FutureOne and further,  FutureOne  shall comply with all  applicable  government
regulations  and laws  regarding the services  provided  under its  NeighborComm
System.

             XI. COOPERATION TO PROMOTE THE PROJECT AND NEIGHBORCOMM

System  Provider  and  FutureOne  agree  that the  NeighborComm  System  and the
services  contemplated  under this Agreement  represent a unique  advancement in
communications  services and that it is in the best  interest of both parties to
promote the availability of the NeighborComm  System and the related services to
various forms of news and advertising media,  including  newspapers,  magazines,
radio and  television.  Therefor,  the parties  hereby agree to cooperate in the
mutual promotion of the NeighborComm  Community concept and its related services
and to  jointly  make  available  press  releases,  access to the  Property  and
equipment and to release appropriate information to authorized news agencies. To
the extent System  Provider uses web sites,  advertising  and other  promotional
material to market its  development,  System  Provider  hereby agrees to use the
FutureOne  NeighborComm  trademarked  name and logo in any  advertising  used by
System Provider to promote Ridgeview at Stetson Hills and System Provider hereby
agrees to allow FutureOne to use its name,  Ridgeview at Stetson Hills,  and any
of its logos in promoting FutureOne's  NeighborComm System. Nothing contained in
this  Agreement  will be construed  as  FutureOne  granting any rights to System
Provider by license or otherwise,  to any of FutureOne's  intellectual property.
System Provider's  cooperation in promoting the NeighborComm  System and related
services shall not impose any financial obligation on System Provider to promote
NeighborComm or any related services.

System Provider further agrees to assist FutureOne in promoting web site design,
e-commerce and  e-business  services to builders and other  commercial  entities
that locate on the  Property  and agrees to  exclusively  recommend  FutureOne's

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services to these  entities.  The parties agree to meet and confer in good faith
at  appropriate  times after the Effective Date herein with the goal of reaching
mutual  agreement  on the  particular  methods,  processes  and  forms of actual
assistance to assist FutureOne in the promoting as described above.

                 XII. INDEMNIFICATION & HOLD HARMLESS AGREEMENTS

          (i)  FutureOne  shall  indemnify,  defend,  protect and hold  harmless
System Provider and its officers,  directors, equity owners, employees,  agents,
representatives  and affiliates  from and against all demands,  claims,  losses,
liabilities, injuries, damages, settlements, judgments, penalties, fines, suits,
causes  of  action,   costs  and  expenses   (including   reasonable   fees  and
disbursements of attorneys and other  professionals and court costs) suffered or
incurred by any one or more of them to the extent  arising out of or relating to
design,  installation,  upgrade, retrofit,  maintenance,  renovation,  repair or
operation by FutureOne of the  FutureOne  NeighborComm  Facilities,  FutureOne's
marketing  or  offering  activities  or  representations  respecting  owners and
potential owners at the Property,  the activities of FutureOne or its affiliates
on or about the Property,  FutureOne's  breach of any of its  representatives or
warranties  hereunder,  or infringement  by FutureOne of patents,  copyrights or
intellectual property rights.

          (ii)  System  Provider  shall  indemnify,  defend,  protect  and  hold
harmless  FutureOne  and its  officers,  directors,  equity  owners,  employees,
agents,  representatives,   parents,  subsidiaries  and  affiliates  and  System
Provider's   affiliates,   from  and  against  all  demands,   claims,   losses,
liabilities, injuries, damages, settlements, judgments, penalties, fines, suits,
causes  of  action,   costs  and  expenses   (including   reasonable   fees  and
disbursements of attorneys and other  professionals and court costs) suffered or
incurred  by any one or  more of them  and  arising  out of or  relating  to the
planning, design, development, subdivision,  construction,  maintenance, repair,
replacement,  operation or management of the Property,  System Provider's breach
of any of its  representations  or warranties  hereunder,  any  construction and
installation  by System  Provider  on the  Property,  the  renting,  leasing  or
purchasing of System Provider  residential units at the Property,  the condition
of the Property, the maintenance, renovation or repair by System Provider of its
facilities  or  the  presence,  release,  discharge,  spilling  or  disposal  of
hazardous materials on, in, under or about the Property by System Provider,  its
agents,  employees, and contractors.  For purposes hereof, "hazardous materials"
means any substance, chemical, pollutant or waste that is at any time identified
as hazardous,  toxic or dangerous under any applicable  federal,  state or local
law or regulation and  specifically  includes but is not limited to asbestos and
asbestos containing materials,  polychlorinated biphenyl's (PCB's) and petroleum
or other fuels (including crude oil or any fraction or derivative thereof).

                    XIII. FUTURE RELATIONSHIP OF THE PARTIES

The  Parties  acknowledge  that this  Agreement  is intended to be the basis for
FutureOne  to continue to provide its  NeighborComm  System to other  properties
that may be developed by System Provider and its owners. Therefore, if FutureOne
has met all of its obligations under this Agreement in a manner  satisfactory to
System Provider, System Provider and its owners shall grant to FutureOne a right
to offer a proposal to install their  NeighborComm  System in other developments
to be developed by System Provider or its owners.

                                 XIV TERMINATION

Either party may terminate this Agreement or suspend its  performance  hereunder
at any time, by giving written notice thereof, upon the occurrence of any of the
following events:

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(a) Any default by the other party under this  Agreement.  A default  under this
Agreement  is defined as a failure  by a party to  perform  any of its  material
obligations  hereunder. A default shall not be deemed to have occurred until the
party that has allegedly failed to perform as required shall have first received
written notice  setting forth the nature of the default or  performance  failure
and  shall  have  failed  to  remedy  the  situation  within a  reasonable  time
thereafter, not to exceed thirty (30) days.

(b) The  cessation of business  activities  by the other party,  or if the other
party is adjudicated  as bankrupt or makes a general  assignment for the benefit
of creditors under any insolvency act, or if a permanent  receiver or trustee in
bankruptcy  is appointed  for the  property of the party and such  adjudication,
assignment or appointment is not vacated within sixty (60) days.

Neither the expiration nor the early termination of this Agreement shall release
either party from the  obligation  to pay any sum which may then be owing to the
other party or from the  obligation  to perform any other duty or discharge  any
other  liability  incurred  prior to the  effective  date of such  expiration or
termination.

Upon any termination of this Agreement under this provision, each party shall be
fully released from all rights and duties hereunder, without recourse or remedy,
except for all of the provisions  included in Section XI above.  System Provider
at its sole option, may sell, and FutureOne shall be obligated to purchase,  any
infrastructure installed or under construction,  at the date of termination,  on
the terms and conditions specified in this Agreement. If FutureOne is in default
of  this   Agreement,   System   Provider  may  consider  other   providers  for
communications services to homes within the various subdivisions built by System
Provider.

Except for the foregoing,  neither party shall,  by reason of the termination of
this  Agreement,  be liable to the other party for any  compensation or damages,
including (without limitation)  compensatory damages,  termination charges, loss
of profits, or any expenses,  investments or commitments made in connection with
this Agreement.

                              XV. OTHER PROVISIONS

     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 System Provider:
                  Mark Morley
                  101 N. Cascade Ave, Suite 310
                  Colorado Springs, CO 80903

                  Phone 719-471-1742
                  Fax 719-471-4812


         With a copy to:   Michael C. Cook, P.C.
                           407 S. Tejon St., #650
                           Colorado Springs, CO 80903
                           Phone 719-632-1222
                           Fax 719-632-0974

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         In the case of FutureOne:
                  FutureOne, Inc.
                  4250 East Camelback Road, Suite K-124
                  Phoenix, AZ 85018-2751
                  Phone 602-852-9725
                  Fax 602-522-8714
                  Attn: Vice President - NeighborComm

Or to such other address as may have been  furnished in writing by such party to
the other parties 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.

     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.

     SECTION HEADINGS AND GENDER. 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.  The use of the masculine or any other pronoun
herein when  referring to any party has been for  convenience  only and shall be
deemed to refer to the particular party intended regardless of the actual gender
of such party.

     ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the
parties with respect to the transactions contemplated hereby, and supersedes any
prior agreements, understandings or representations between the parties, written
or oral regarding the subject matter hereof.

     EXCLUSIVE  GOVERNING LAW. This Agreement  shall be construed under the laws
of the State of Colorado without regard to its conflicts of law principle.

     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.

     ARBITRATION.  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
Arbitration and  Conciliation of the American  Arbitration  Association  then in
effect.  If the  parties  to  the  Dispute  are  unable  to  agree  on a  single
arbitrator,  then such binding  arbitration shall be conducted before a panel of
three (3) arbitrators  that shall be comprised of one (1) arbitrator  designated
by each party to the dispute and a third  arbitrator  designated  by the two (2)
arbitrators  selected by the parties to the  Dispute.  Unless the parties to the
Dispute  agree  otherwise,  the  arbitration  proceedings  shall  take  place in
Phoenix,  Arizona  and the  arbitrator(s)  shall  apply  the law of the State of
Colorado, USA, to all issues in dispute. The findings of the arbitrator(s) shall
be final and binding on the parties to the  Dispute.  Judgment on such award may
be entered in any court of appropriate jurisdiction, or applications may be made
to  that  court  for a  judicial  acceptance  of  the  award  and  an  order  of
enforcement,   as  the  party   seeking  to   enforce   that  award  may  elect.
Notwithstanding  any applicable rules of arbitration,  all arbitral awards shall
be in writing  and shall set forth in  particularity  the  findings  of fact and
conclusions  of law of the  arbitrator  or  arbitrators.  In all  disputes,  the
non-prevailing  party shall pay the reasonable  attorneys' fees and costs of the
prevailing party.

                                        9
<PAGE>
     AMENDMENTS  AND WAIVERS.  No amendment of any  provision of this  Agreement
shall be valid unless the same shall be in writing and signed by System Provider
and  FutureOne.  No waiver by any party of any default,  misrepresentations,  or
breach of warranty or covenant  hereunder,  whether intentional or not, shall be
deemed  to  extend to any prior or  subsequent  default,  misrepresentation,  or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

     INCORPORATION  OF  EXHIBITS  AND  SCHEDULES.  The  Exhibits  and  Schedules
identified  in this  Agreement are  incorporated  herein by reference and made a
part hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.

ROCOLO VI LLC.,                         FUTUREONE INC.,
a Colorado limited liability company    a Nevada corporation


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

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

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

MORLEY FAMILY INVESTMENTS, LLLP         RAY O'SULLIVAN AND/OR ASSIGNS
a Colorado limited liability company    Ridgeview Devp. LLC


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

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

Its:                                    Title:
    -------------------------------           -----------------------------


ACCEPTED, ACKNOWLEDGED AND AGREED
as of the ______________ day of __________, 2000.

OPEC CORP., a Colorado corporation

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

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

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

                                       10
<PAGE>
                                                                       Exhibit A

                             COST OF INFRASTRUCTURE
                                   (ESTIMATED)

THE CURRENT ESTIMATED COST OF THE BACKBONE
INFRASTRUCTURE IS AS FOLLOWS:                               TO BE PAID FOR BY:

                                                             System    Future
                                                            Provider   One
                                                            --------   ------
PathStar switch (configured for 1,000 customers)
Installation
Marconi FiberStar (first 1,000) units
Vault                                               45,000     X
Equipment for vault                                 20,000     X
Back up power for vault
Computer equipment                                  15,000     X
Software
Initial cabling and cross box                       20,000     X
Virtual community portal development
                                                  $100,000

VARIABLE INFRASTRUCTURE COSTS

PathStar (per 32 ports/card)
Pathstar (1 rack per 15 cards)
Marconi FiberStar (per unit)
Cable (per unit)                                               X
Cable to home and box (per unit)                               X

Note:  The above  costs are  estimated  and do not include any costs that may be
necessary to deliver cable TV, video on demand or cost  increases that may occur
because of inflation,  new technology or changes in system design that may occur
during the build out period.




------------------------------                   -------------------------------
System Provider                                  FutureOne

                                       11
<PAGE>
                                                                       Exhibit B

                SCHEDULE OF INFRASTRUCTURE PURCHASES BY FUTUREONE

FutureOne  shall  purchase the  Infrastructure  installed and paid for by System
Provider as follows:

1.   The  Parties  agree  that  upon  signing  the  Agreement,  FutureOne  shall
     immediately  purchase from System Provider  $400,000 of  infrastructure  in
     accordance with the terms specified in Section VII of the Agreement.

2.   Thereafter purchases shall occur on the earlier of:

     a.   Six months from the date of the last purchase.

     b.   The completion of infrastructure to 250 structures.

     c.   The expenditure of $175,000 or more by System Provider.




------------------------------                   -------------------------------
System Provider                                  FutureOne

                                       12
<PAGE>
                                                                       Exhibit C

             Targeted Implementation for RIDGEVIEW AT STETSON HILLS

1ST STAGE IMPLEMENTATION:

TARGET: APRIL 15, 2000

TELEPHONE SERVICE

FutureOne will immediately begin providing telephone service on a resale basis.

FutureOne has installed a toll free line  (800-268-9244)  for customer  service,
ordering and support.  For  customers  that already have US WEST,  order will be
processed by FutureOne to switch the customer to  FutureOne.  New  customers can
now order  direct from  FutureOne  and each order for new  service  will then be
dispatched  to OPEC for immediate  installation.  Brad Black and Jeff Barnum are
assigned to customer support.

FutureOne has  developed a brochure for the homeowner  that explains some of the
features and benefits of  NeighborComm.  These  brochures will be distributed to
existing  households in the  community  and given to builders to distribute  and
place in model homes. An incentive of one month's free basic  telephone  service
is being offered for new customers.  FutureOne will work with builders to assist
in training and selling  NeighborComm  services  and free phone  service will be
offered to builders for use in their models and construction sites.

OPEC will immediately  install a cross-box for providing  telephone  services to
existing  Ridgeview  homeowners  over the existing US WEST  facilities  and will
immediately  install interduct to the next areas of home development to pull the
necessary  cabling  to  service  these  homes as they are  sold.  OPEC will then
install wiring and telephone drop boxes to each home.

2ND STAGE IMPLEMENTATION:

TARGET: OCTOBER 1, 2000

HIGH SPEED INTERNET

FutureOne  will  install  the needed  communications  equipment  to support  DSL
Internet service,  which can be supplied over the existing cable being installed
by OPEC.

FutureOne will produce  advertising  materials  announcing the  availability  of
Internet  service and distribute to existing  homes.  These  materials then will
compliment  those  materials  currently  being  distributed  to  new  homeowners
advertising telephone service.

Assistance in installing CPE (customer premise equipment) will be provided.




------------------------------                   -------------------------------
System Provider                                  FutureOne
<PAGE>
VIRTUAL COMMUNITY PORTAL

During this period FutureOne will focus on attracting  sources of local content,
subscribing  local  businesses to the VPN (virtual private network) as customers
and securing the involvement of local schools and government.

At end of this period an initial version of the virtual community portal will be
introduced to existing and potential new customers.

At the end of this period, FutureOne will begin providing training on use of the
community portal and basic Internet  navigating  skills.  It is anticipated that
group training sessions will be organized and offered to the community.

LONG DISTANCE AND CELLULAR PHONE SERVICE

At the end of this period,  FutureOne plans on offering long distance  telephone
service and  cellular  phone  service to new and  existing  customers to further
enhance a complete telecommunications offering.

COMPLETED NEIGHBORCOMM IMPLEMENTATION:

TARGET: OCTOBER 1, 2000

SWITCHED BASED TELEPHONE SERVICE

During  this  period the Lucent  PathStar  switch  will be  installed  by Lucent
Netcare and additional  enhanced telephone services such as voice messaging will
be offered.

VIDEO ON DEMAND

Converting to the PathStar switch will allow FutureOne to offer video on demand.




------------------------------                   -------------------------------
System Provider                                  FutureOne
<PAGE>
                                                                       Exhibit D

                            PERSONAL AND CONFIDENTIAL

     THIS  SUBSCRIPTION  AGREEMENT  RELATES TO THE  PURCHASE  OF  SECURITIES  OF
FUTUREONE,  INC.,  A NEVADA  CORPORATION  (THE  "COMPANY"),  THAT  HAVE NOT BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR THE
APPLICABLE  SECURITIES  LAWS OF ANY STATE ("STATE LAWS").  THESE  SECURITIES MAY
NOT, AT ANY TIME,  BE OFFERED FOR SALE,  SOLD OR OTHERWISE  TRANSFERRED  WITHOUT
REGISTRATION  UNDER THE ACT AND STATE  LAWS,  OR  DELIVERY  TO THE COMPANY OF AN
OPINION OF LEGAL COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH  REGISTRATION IS
NOT REQUIRED.

     THE PURCHASE OF THESE SECURITIES  INVOLVES A HIGH DEGREE OF RISK AND SHOULD
BE  CONSIDERED  ONLY BY  PERSONS  WHO CAN BEAR THE RISK OF LOSING  THEIR  ENTIRE
INVESTMENT.


                             SUBSCRIPTION AGREEMENT


FutureOne, Inc.
4250 E. Camelback Road
Suite K-192
Phoenix, AZ  85018


Ladies and Gentlemen:


     The undersigned (the "Subscriber")  hereby represents,  warrants and agrees
with FutureOne, Inc., a Nevada corporation (the "Company"), as follows:

1.  SUBSCRIPTION.  SUBJECT TO THE TERMS AND  CONDITIONS  HEREOF,  THE SUBSCRIBER
HEREBY IRREVOCABLY SUBSCRIBES FOR AND AGREES TO ACQUIRE __________ SHARES OF THE
COMPANY'S  COMMON  STOCK,   PAR  VALUE  $.001  PER  SHARE  (THE  "SHARES"),   IN
CONSIDERATION FOR CERTAIN NEIGHBORCOMM SYSTEM FACILITIES TO BE ACQUIRED FROM THE
SUBSCRIBER BY THE COMPANY PURSUANT TO A CERTAIN  NEIGHBORCOMM  SERVICE AGREEMENT
TO BE ENTERED INTO BY THE COMPANY AND THE SUBSCRIBER. THE SUBSCRIBER UNDERSTANDS
THAT THE SALE OF THE SHARES IS BEING MADE WITHOUT  REGISTRATION UNDER THE ACT OR
ANY STATE LAW AND IS BEING MADE TO  "ACCREDITED  INVESTORS"  (AS DEFINED IN RULE
501 OF REGULATION D UNDER THE ACT) AND OTHER PERSONS DEEMED BY THE COMPANY TO BE
SUITABLE  PURCHASERS UNDER SECTION  (B)(2)(II) OF RULE 506 OF REGULATION D UNDER
THE  ACT.  THE  SUBSCRIBER  ACKNOWLEDGES  THAT THE  SHARES  WILL BE  SUBJECT  TO
RESTRICTIONS  ON TRANSFER  PURSUANT TO APPLICABLE LAW AND THE TERMS SET FORTH IN
THIS SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT").

                                       15
<PAGE>
2.  ACCEPTANCE OF  SUBSCRIPTION  AND ISSUANCE OF SHARES.  IT IS  UNDERSTOOD  AND
AGREED THAT,  UPON  EXECUTION  AND DELIVERY BY THE COMPANY OF THIS  SUBSCRIPTION
AGREEMENT,  THE COMPANY HAS, IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES
OF  THE   SUBSCRIBER  AND  AGAINST   PAYMENT  FOR  THE  SHARES,   ACCEPTED  THIS
SUBSCRIPTION.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THERE
SHALL BE NO OBLIGATION TO ISSUE ANY SHARES IF SUCH ISSUANCE  WOULD  CONSTITUTE A
VIOLATION OF THE ACT OR STATE LAWS.

REPRESENTATIONS,  WARRANTIES  AND COVENANTS OF THE  SUBSCRIBER.  THE  SUBSCRIBER
HEREBY  REPRESENTS,  WARRANTS  AND  COVENANTS  TO THE COMPANY AND EACH  OFFICER,
DIRECTOR, AND AGENT OF THE COMPANY:

     (a)  That the  Subscriber is authorized to acquire the Shares and otherwise
          to comply with its  obligations  required  under this  Agreement;  the
          person  signing  this  Agreement  on  behalf  of  an  entity  is  duly
          authorized  by such entity to do so; this  Agreement  is the valid and
          binding  agreement  of the  Subscriber  and  enforceable  against  the
          Subscriber in accordance with its terms;

     (b)  That the  Subscriber is organized and qualified  under the laws of the
          state indicated below;

     (c)  That in  formulating a decision to acquire the Shares,  the Subscriber
          has been given the  opportunity  to ask  questions,  and to obtain any
          information  necessary to permit the Subscriber to verify the accuracy
          of the  information  and has been  furnished all such  information  so
          requested;  the Subscriber has not relied or acted on the basis of any
          representations  or other information  purported to be given on behalf
          of the Company;

     (d)  That the Subscriber has been encouraged to rely upon the advice of the
          Subscriber's legal counsel and accountants or other financial advisers
          with  respect  to the tax and  other  considerations  relating  to the
          acquisition  of Shares  and has been  offered,  during  the  course of
          discussions  concerning the acquisition of Shares,  the opportunity to
          ask such questions and inspect such  documents  concerning the Company
          and its business and affairs as the  Subscriber has requested so as to
          understand  more fully the nature of the  investment and to verify the
          accuracy of the information supplied;

     (e)  That the  Subscriber  understands  that the  acquisition of the Shares
          involves various risks; investment in the Shares should be regarded as
          speculative  and  involving a high degree of risk;  the  Subscriber is
          fully aware of the nature of its investment in the Shares and the lack
          of liquidity of its investment in the Shares;

     (f)  That the Subscriber (i) can bear the economic risk of the  acquisition
          of the Shares including the total loss of the Subscriber's  investment
          and (ii) has such  knowledge and  experience in business and financial
          matters  as to be  capable  of  evaluating  the merits and risks of an
          investment in the Shares;

                                       16
<PAGE>
     (g)  That the Shares being  acquired will be acquired for the  Subscriber's
          own account  without a view to public  distribution or resale and that
          the Subscriber has no contract, undertaking,  agreement or arrangement
          to sell or otherwise  transfer or dispose of any Shares or any portion
          thereof to any other person.

     (h)  That the Subscriber is an "accredited investor" as defined in Rule 501
          of Regulation D promulgated under the Act.

     Beneficial Ownership  Representation - This item is only to be completed by
Subscribers that are corporations,  partnerships,  trusts or other entities. THE
NUMBER OF BENEFICIAL OWNERS OF INTERESTS IN THE SUBSCRIBER IS

          _________________ Indicate Number of Beneficial Owners

          Accredited Investor Representation - This item is only to be completed
          by Subscribers that are  corporations,  partnerships,  trusts or other
          entities. THE SUBSCRIBER IS EITHER:

               (1)  a bank as  defined  in  Section  3(a)(2)  of the  Act,  or a
                    savings and loan association or other institution as defined
                    in  Section  3(a)(5)(A)  of the Act  whether  acting  in its
                    individual  or  fiduciary  capacity;   a  broker  or  dealer
                    registered pursuant to Section 15 of the Securities Exchange
                    Act of 1934;  an  insurance  Company  as  defined in Section
                    2(13) of the Act; an investment company registered under the
                    Investment  Company  Act of 1940 or a  business  development
                    company as defined in  Section  2(a)(48)  of the  Investment
                    Company Act of 1940;  a Small  Business  Investment  Company
                    licensed by the U.S.  Small  Business  Administration  under
                    Section 301(c) or (d) of the Small  Business  Investment Act
                    of 1958;

               (2)  a private business development company as defined in Section
                    202(a)(22) of the Investment Advisers Act of 1940;

               (3)  an  organization  described  in  Section  501(c)(3)  of  the
                    Internal Revenue Code, corporation, Massachusetts or similar
                    business trust, or partnership,  not formed for the specific
                    purpose of  acquiring  the  securities  offered,  with total
                    assets in excess of $5,000,000;

               (4)  a trust,  with  total  assets in excess of  $5,000,000,  not
                    formed for the specific  purpose of acquiring the securities
                    offered,  whose  purchase  is  directed by a person that has
                    such  knowledge  and  experience  in financial  and business
                    matters that he or she is capable of  evaluating  the merits
                    and risk of the prospective investment; or

               (5)  an entity in which all of the equity  owners are  accredited
                    investors.

               _________________Answer "Yes" or "No"

                                       17
<PAGE>
     (i)  That  the  Shares  have  not  been  registered  under  the  Act or the
          securities  laws of any  state  and are  subject  to  restrictions  on
          transfer as described herein;

     (j)  That the Subscriber will not sell, assign,  pledge,  give, transfer or
          otherwise  dispose of any Shares or any  portion  thereof  unless such
          Shares  are  registered   under  the  Act  and  any  applicable  state
          securities laws or, if required by the Company, the Subscriber obtains
          an opinion of counsel that it is satisfactory to the Company that such
          Shares may be sold,  transferred or otherwise  disposed in reliance on
          an exemption from such registration requirements;

     (k)  That (i) the Company has no  obligation  or  intention to register any
          Shares for resale or  transfer  under the Act or any state  securities
          laws or to take any  action  (including  the  filing of reports or the
          publication of information as required by Rule 144 under the Act) that
          would make available an exemption from the  registration  requirements
          of any such laws for the resale or transfer of the Shares and (ii) the
          Subscriber  therefore  may be  precluded  from  selling  or  otherwise
          transferring  or disposing of any of the Shares or any portion thereof
          for an indefinite period of time or at any particular time;

     (l)  That no federal or state agency  including the Securities and Exchange
          Commission,  the Arizona Corporation Commission,  the Nevada Secretary
          of State or the  securities  commission  or  authorities  of any other
          state has approved or disapproved the Shares,  passed upon or endorsed
          the merits of the offering, or made any finding or determination as to
          the fairness of the Shares for investment; and

     (m)  That the Shares are being  offered  and sold in  reliance  on specific
          exemptions  from the  registration  requirements  of federal and State
          Laws and the  Company is relying  upon the truth and  accuracy  of the
          representations,    warranties,   agreements,   acknowledgements   and
          understandings  set forth herein in order to determine the suitability
          of the Subscriber to acquire Shares.

CONDITION  TO  OBLIGATIONS.  The  subscription  made  hereby may be  accepted or
rejected by the Company at any time after the execution hereof by the Subscriber
for any reason or no reason. Unless rejected by the Company, no Subscriber shall
have the  right to  demand a return of his,  her or its  Subscription  under any
circumstances.

WAIVER,  AMENDMENT;  BINDING  EFFECT.  Neither this Agreement nor any provisions
hereof  shall be  modified,  changed,  discharged  or  terminated  except  by an
instrument  in writing,  signed by the party  against  whom any waiver,  change,
discharge or  termination is sought.  The provisions of this Agreement  shall be
binding  upon  and  accrue  to the  benefit  of the  parties  hereto  and  their
respective heirs, legal representatives, successors and assigns.

ASSIGNABILITY.  Neither this  Agreement  nor any right,  remedy,  obligation  or
liability  arising  hereunder  or by reason  hereof shall be  assignable  by the
Company or the Subscriber without the prior written consent of the other.

                                       18
<PAGE>
APPLICABLE LAW;  JURISDICTION AND VENUE. This Agreement shall be governed by and
construed in accordance with the laws of Arizona, without regard to the conflict
of laws  provisions  thereof.  Any action or  proceeding to interpret or enforce
this  Subscription  Agreement shall be held in Maricopa County,  Arizona and the
Subscriber,  by its signature below, irrevocably consents to the jurisdiction of
any court with  appropriate  subject  matter  jurisdiction  located in  Maricopa
County, Arizona.

COUNTERPARTS.  This Agreement may be executed in any number of counterparts  and
by facsimile, each of which when so executed and delivered shall be deemed to be
an  original  and all of which  together  shall be deemed to be one and the same
agreement.

NOTICES.  All notices and other  communications  provided for herein shall be in
writing and shall be deemed to have been duly given if delivered  personally  or
sent by registered or certified mail, return receipt requested, postage prepaid:

If to the Company, to it at the following address:

                    FutureOne, Inc.
                    4250 E. Camelback Road
                    Suite K-192
                    Phoenix, AZ  85018

If to the  Subscriber,  to it at the  address  set forth on the  signature  page
hereto;  or at such other address as either party shall have specified by notice
in writing to the other.

                                    SURVIVAL.

All representations,  warranties and covenants contained in this agreement shall
survive  (i) the  acceptance  of the  subscription  by the company and (iii) the
death or disability of the subscriber.

NOTIFICATION OF CHANGES.  The Subscriber  hereby  covenants and agrees to notify
the Company  upon the  occurrence  of any event prior to the  acceptance  of the
Subscription which would cause any representation,  warranty, or covenant of the
Subscriber contained in this Agreement to be false or incorrect.

                                     LEGEND.

Each  certificate  representing  Shares sold pursuant to this  Agreement will be
imprinted with a legend in substantially the following form:

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR ANY STATE OR
     FOREIGN  SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR
     SALE OR TRANSFER  UNLESS A REGISTRATION  STATEMENT UNDER THE SECURITIES ACT
     AND OTHER  APPLICABLE  SECURITIES  LAWS WITH RESPECT TO SUCH  SECURITIES IS
     THEN IN EFFECT,  OR IN THE OPINION OF COUNSEL SUCH  REGISTRATION  UNDER THE
     SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

                                       19
<PAGE>

     This Subscription Agreement is executed this _____________ day of ________,
2000, at ________________ (city), _________________ (state).


BY: (CHECK ONE)

_____     CORPORATION (Please include a copy and the filing date of the articles
          of   incorporation,   bylaws  and   certified   corporate   resolution
          authorizing signature.)

_____     PARTNERSHIP  (Please  include  a  copy  of the  Partnership  Agreement
          authorizing signature.)

_____     TRUST (Please include name of trust,  name of trustee,  and date trust
          was formed and copy of the Trust Agreement or other  authorization  of
          signature authority.)


           ----------------------------------------------------------
                         Please print the EXACT name the
           purchaser desires to appear in the records of the Company.

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

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

           ----------------------------------------------------------
                              Address of Purchaser


           ----------------------------------------------------------
         Social Security or Taxpayer Identification Number of Purchaser

EXECUTION:

Please execute this Subscription Agreement by completing the appropriate section
below.

1.   If the Subscriber is a CORPORATION, complete the following:

     The  undersigned  hereby  represents,   warrants  and  covenants  that  the
     undersigned has been duly authorized by all requisite action on the part of
     the  corporation  listed below (the  "Corporation")  to acquire the Shares,
     that the  Corporation  has all requisite  authority to acquire such Shares,
     and that the  Corporation was not formed for the purposes of acquiring such
     Shares.

     The officer  signing below  represents  and warrants that each of the above
     representations,  or agreements or understandings set forth herein has been
     made by the Corporation and that he or she has authority under the Articles
     of Incorporation, bylaws, and resolutions of the Board of Directors of such
     Corporation to execute and deliver this Subscription Agreement on behalf of
     the  Corporation.  Such officer has enclosed a true copy of the Articles of
     Incorporation,  the bylaws and, as necessary,  the resolutions of the Board
     of Directors  authorizing a purchase of the investment herein, in each case
     as amended to date.

                                       20
<PAGE>

     ----------------------------------------------------
     Name of Corporation (Please type or print)

     State of Organization:
                           ------------------------------
     By:
        -------------------------------------------------
     Name:
          -----------------------------------------------
     Title:
           ----------------------------------------------

2.   If the Subscriber is a PARTNERSHIP, complete the following:

     The  undersigned  hereby  represents,   warrants  and  covenants  that  the
     undersigned  is a general  partner  of the  Partnership  named  below  (the
     "Partnership"),  has been duly authorized by the Partnership to acquire the
     Shares, the Partnership has all requisite authority to acquire such Shares,
     and that the  Partnership was not formed for the purposes of acquiring such
     Shares.

     The   undersigned   represents   and  warrants   that  each  of  the  above
     representations  or agreements or understandings  set forth herein has been
     made by the Partnership and he or she is authorized by such  Partnership to
     execute and deliver this Subscription  Agreement.  Such General Partner has
     enclosed a true copy of the Partnership  Agreement of said Partnership,  as
     amended to date,  together with a current and complete list of all Partners
     thereof.

     Name of Partnership (Please type or print)

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

3.   If the Subscriber is a TRUST, complete the following:

     The undersigned,  hereby represents,  warrants and covenants that he or she
     is  duly  authorized  by  the  terms  of  the  trust   instrument   ("Trust
     Instrument")  governing the trust  ("Trust") set forth below to acquire the
     Shares and that the undersigned, as trustee, has all requisite authority to
     acquire such Shares for the Trust.

     The  undersigned,  as trustee,  executing  this  Subscription  Agreement on
     behalf  of the  Trust  represents  and  warrants  that  each  of the  above
     representations  or agreements or understandings  set forth herein has been
     made by the Trust and he or she is  authorized by such Trust to execute and
     deliver this Subscription  Agreement.  Such trustee encloses a true copy of
     the Trust Instrument of said Trust, as amended to date.

                                       21
<PAGE>

     ----------------------------------------------------
     Name of Trust (Please type or print)

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

ACCEPTED by FutureOne, Inc. this _______ day of ___________, 2000.


                                        FUTUREONE, INC.


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

                                       22
<PAGE>
              FIRST AMENDMENT TO NEIGHBORCOMM(TM) SERVICE AGREEMENT


This First Amendment to NeighborComm  Service Agreement  ("First  Amendment") is
entered  into  this 12th day of May,  2000  ("Effective  Date")  by and  between
FutureOne   Inc.,  a  Nevada   corporation   ("FutureOne")   and  Morley  Family
Investments, LLLP, a Colorado limited liability limited partnership,  ROCOLO VI,
a Colorado limited liability company and Ridgeview Devp., LLC, an individual, or
his assigns (hereinafter collectively referred to as "System Provider").

Whereas System  Provider is an original  customer of FutureOne and is willing to
enter  into this  Agreement  with  FutureOne  and to commit to  installation  of
infrastructure on the Property, FutureOne and System Provider.

Therefore,  for good and valuable consideration,  the receipt and sufficiency of
which  are  hereby   acknowledged,   the  parties  hereto  agree  to  amend  the
NeighborComm Service Agreement ("Agreement") as follows:

1.  Section VII (Common  Stock of  FutureOne)  of the  Agreement  is amended and
modified as follows:

Upon FutureOne's receipt and acceptance of the Investor  Questionnaire  attached
to the  Agreement as Exhibit D and pursuant to the schedule set forth on Exhibit
B attached to the Agreement:

FutureOne shall issue shares of its common stock,  par value $0.001 per share to
System  Provider in an initial  aggregate  amount equal to  $400,000,  which sum
shall  represent  the  anticipated  cost of  infrastructure  installed and to be
installed  and  paid  for by  System  Provider  during  the  first  year  of the
Agreement. In the event that the infrastructure installed and paid for by System
Provider is less than $400,000 during the first year of this  Agreement,  System
Provider shall at the end of such one year period, escrow an amount equal to the
difference  between  $400,000  and  the  actual  amount  of  the  infrastructure
installed  and  paid  for by  System  Provider  during  the  first  year of this
Agreement  (including the cost of any  infrastructure  installed and paid for by
System  Provider prior to this  Agreement).  Any such amounts  escrowed shall be
used exclusively for payment of the  infrastructure to be installed  pursuant to
the schedule set forth on Exhibit B attached hereto. All Shares issued under the
initial  $400,000  issue,  except  those  shares  that  equal  the  value of the
infrastructure already installed as of the date of the Agreement,  shall be held
by  FutureOne,  with full  power to cancel a pro-rata  amount of such  shares if
System  Provider fails to pay for the required  amount of  infrastructure  or to
escrow   sufficient   funds  to  complete  the   installation   of  $400,000  of
infrastructure  and the Shares  shall be delivered  pro-rata to System  Provider
only upon the actual  transfer of  infrastructure  or escrow  funds to FutureOne
having a total value of up to $400,000. FutureOne shall issue to System Provider
additional  Shares  of its  Common  Stock in  consideration  for  infrastructure
installed and paid for by System  Provider in excess of the $400,000  first year
commitment.

Any  additional  shares to be  issued  by  FutureOne  to  System  Provider  upon
expenditures of $100,000 or greater shall be determined as follows:

The value of the Common Stock shall be  determined by the average of the closing
prices of Common  Stock as reported in the  consolidated  reporting  system (for
exchange  traded   securities  and  last  sale  reported  for   over-the-counter
securities) for the 21 trading days  immediately  preceding the established date
for issuance of such  Infrastructure  Repayment Tranches as specified in Section
VII of the Agreement.
<PAGE>
2.  Section  XIV  (Termination)  of the  Agreement  is amended  and  modified as
follows:

Notwithstanding  anything  contained in the Agreement to the  contrary,  Service
Provider  shall have the right,  at its option,  to terminate  this Agreement if
FutureOne has not raised $3,000,000 in equity, debt or other financing within 90
calendar  days after the  Effective  Date of the  Agreement.  During  such 90day
period after the Effective Date,  Service Provider shall not be required to make
any expenditures for infrastructure  costs as required in the Agreement.  In the
event that  Service  Provider  elects to  terminate  this  Agreement  under this
Section  herein (i)  FutureOne  shall  cancel a pro-rata  amount of the  initial
Shares issued to Service Provider in excess of the actual cost of infrastructure
installed and paid for by Service  Provider prior to the Effective Date and (ii)
except for the  indemnification  and hold  harmless  provisions  as set forth in
Section  XII and the  non-disclosure/confidentiality  provisions  set  forth  in
Section  V of the  Agreement,  each  party  shall  be  relieved  of any  further
liability or obligation to the other under the Agreement.

FUTUREONE, INC.                         MORLEY FAMILY INVESTMENTS, LLLP


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

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

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


                                        RIDGEVIEW DEVP., LLC
ROCOLO VI, LLC                          RAY O'SULLIVAN OR HIS ASSIGNS


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

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

Title:                                  Title:
      -----------------------------           -----------------------------
<PAGE>
                             LETTER OF UNDERSTANDING

April 28, 2000

Mssrs. Mark and Jim Morley
101 N. Cascade Ave.
Suite 310
Colorado Springs, CO 80903

Dear Mark & Jim:

This letter will confirm our understanding relative to providing ROCOLO IV, LLC,
Ridgeview  Devp.,  LLC,  and  Morley  Family  Investments,   LLLP  (collectively
"ROCOLO/MFI") with incentive compensation to assist FutureOne in entering into a
contract for the installation of a NeighborComm(TM)  system and the promotion of
NeighborComm  to builders and residents in the Ridgeview  development at Stetson
Hills in Colorado Springs, Colorado.

1)   Upon  ("System  Provider")  signing  the  NeighborComm   Service  Agreement
     ("Contract") with FutureOne, Inc. ("FutureOne"):

     a.   FutureOne  will  immediately   issue  ROCOLO/MFI   100,000  shares  of
          FutureOne,  restricted  common  stock at  $1/share.  The stock will be
          subject to  piggyback  registration  rights,  subject  to  underwriter
          discretion.

     b.   ROCOLO/MFI  will  hold such  stock to be  issued  above so that in the
          event that the  NeighborComm  Service  agreement  is  canceled  by the
          Service  Provider,  under the Addendum to the Agreement  that provides
          for a possible  termination of the Agreement  within the next 90 days,
          that  ROCOLO/MFI  shall  return such shares to  FutureOne  and if such
          shares are not  returned to  FutureOne  hereby  grants  FutureOne  the
          authority to cancel such shares on the records of the corporation.

2)   Upon FutureOne  completing  purchases of infrastructure  during the initial
     twelve (12) month period of the Contract,  as specified under the Contract,
     FutureOne will pay ROCOLO/MFI an additional bonus in warrants.  The warrant
     will be a cashless exercise warrant and extend for a period of seven years.
     The  warrant  will  contain  piggyback   registration  rights,  subject  to
     underwriter discretion. based on the following:

     a.   A warrant  to  purchase  shares  equal to 15% of the  number of shares
          issued to purchase  infrastructure during the first twelve (12) months
          of the Contract.
<PAGE>
Mssrs. Mark and Jim Morley
Page -2-

          Example:  During  the  first  twelve  (12)  months  of  the  Contract,
          FutureOne  purchases $400,000 of infrastructure at $2/share and issues
          200,000 shares to complete the purchase.  ROCOLO/MFI would be issued a
          warrant to purchase 30,000 shares.

     b.   A warrant to purchase  additional shares of FutureOne stock,  based on
          any   increased   value  of   FutureOne   stock,   used  to  make  any
          infrastructure  purchase  during the first  twelve  (12) months of the
          Contract, using a base price of FutureOne stock equal to $1.65/share.

          Example:  The Market Price (as paid for infrastructure under the model
          contract)  minus $1,  divided by the  Market  Price  divided  into the
          number of shares needed to purchase the infrastructure at $1.65/share,
          less the number of shares actually used to purchase the infrastructure
          under the model.

          Average  market  price is $5 and  FutureOne  purchases  an  additional
          $200,000 of infrastructure.

          FutureOne would pay 40,000 shares to purchase the infrastructure under
          the Contract.

          If FutureOne had purchased  infrastructure  for $1.65/share they would
          have paid 121,212 shares with a value of $200,000,  so FutureOne would
          now save 81,212 shares with a current value of $406,060.

          Therefor the ROCOLO/MFI  bonus  warrants,  paid under this  provision,
          would be for 81,212 shares/ ($5-$1)/$5 = 101,515 warrants at $1

          Therefor when  ROCOLO/MFI  exercises  their  warrants,  they would pay
          $101,515 and sell for $507,575 thereby netting an additional  $406,060
          and since these would be cashless  exercise  warrants,  they could pay
          nothing and simply receive 81,212 shares free and clear.

If the foregoing correctly sets forth our agreement, with respect to the matters
contained  herein  please  indicate by signing  three (3) of this  Agreement and
returning one of such signed copies to the undersigned, whereupon this Agreement
shall  constitute a binding  agreement  between  FutureOne and  ROCOLO/MFI  with
respect to the matters set forth herein.
<PAGE>
Mssrs. Mark and Jim Morley
Page -3-

Very truly yours,


Earl J. Cook
President/CEO
FutureOne, Inc.

ROCOLO VI LLC.,                         FUTUREONE INC.,
a Colorado limited liability company    a Nevada corporation


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

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

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


MORLEY FAMILY INVESTMENTS, LLLP         RIDGEVIEW DEVP., LLC
a Colorado limited liability company    RAY O'SULLIVAN AND/OR ASSIGNS


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

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

Title:                                  Title:
      -----------------------------         -------------------------------
<PAGE>
                             LETTER OF UNDERSTANDING


May 1, 2000

Mssrs. Mark and Jim Morley
101 N. Cascade Ave.
Suite 310
Colorado Springs, CO 80903

Dear Mark & Jim:

This letter will confirm our  understanding  relative to providing  registration
rights for One Hundred Thousand shares of FutureOne, Inc. restricted stock to be
issued to System Provider under the NeighborComm  Service Agreement of even date
and as an addition to the First Amendment thereto of even date.

1.  Section  XIV  (Termination)  of the  Agreement  is amended  and  modified as
follows:

Notwithstanding  anything  contained in the Agreement to the  contrary,  Service
Provider  shall have the right,  at its option,  to terminate  this Agreement if
FutureOne has not registered up to One Hundred  Thousand shares of stock held by
System Provider in an S-1 registration statement to be filed by FutureOne within
120 calendar days after the Effective Date of the Agreement. During such 120 day
period after the Effective Date,  Service Provider shall not be required to make
any expenditures for infrastructure  costs as required in the Agreement.  In the
event that  Service  Provider  elects to  terminate  this  Agreement  under this
Section  herein (i)  FutureOne  shall  cancel a pro-rata  amount of the  initial
Shares issued to Service Provider in excess of the actual cost of infrastructure
installed and paid for by Service  Provider prior to the Effective Date and (ii)
except for the  indemnification  and hold  harmless  provisions  as set forth in
Section  XII and the  non-disclosure/confidentiality  provisions  set  forth  in
Section  V of the  Agreement,  each  party  shall  be  relieved  of any  further
liability or obligation to the other under the Agreement.

If the foregoing correctly sets forth our agreement, with respect to the matters
contained  herein  please  indicate by signing  four (4) of this  Agreement  and
returning one of such signed copies to the undersigned, whereupon this Agreement
shall constitute a binding agreement between FutureOne and Service Provider with
respect to the matters set forth herein

Very truly yours,


Earl J. Cook
President/CEO
FutureOne, Inc.
<PAGE>
FUTUREONE, INC.                         MORLEY FAMILY INVESTMENTS, LLLP


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

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

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


                                        RIDGEVIEW DEVP. LLC
ROCOLO VI, LLC                          RAY O'SULLIVAN OR HIS ASSIGNS


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

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

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