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.

                                   CONVERTIBLE
                                 PROMISSORY NOTE

Phoenix, AZ                                                              $70,000
June 1, 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),  (the "Maker"),  hereby promises to pay to the order of
Alan P.  Hald,  with an office at 5350 East Calle del  Medio,  Phoenix,  Arizona
85018 (the "Lender"),  the principal sum of Seventy Thousand  Dollars  ($70,000)
(the "Principal Amount"), with interest on any unpaid balance of such amount, at
the rate of  Fourteen  Percent  (14%) per  annum,  from the date of the  advance
thereof 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 Convertible  Promissory Note,
together  with all  accrued  and  unpaid  interest  hereunder,  shall be due and
payable  on the  Maturity  Date (as  defined  below),  unless  this  Convertible
Promissory  Note is prepaid or converted in  accordance  with the terms  hereof.
This Convertible Promissory Note evidences a loan (the "Loan") made by Lender to
Borrower in the Principal Amount.

Lender may, at his option at any time,  convert all or part of the  indebtedness
evidenced by this Note,  including  accrued  interest,  into the Common Stock of
FutureOne, Inc. (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.  The Conversion  Price shall be the per share price as
mutually agreed upon by the Lender and Maker, based upon the Maker's most recent
major funding event immediately prior to the FutureOne Common Stock Conversion.
<PAGE>
To effect any FutureOne Common Stock Conversion,  Lender shall (i) provide Maker
with ten (10) business days advance written notice to Maker  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 Maker, (iii) pay any
transfer or similar tax if required and (iv) deliver a  certificate  to Maker 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  has 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 Maker to the
effect that such registration is not required.

If there is not a FutureOne Common Stock Conversion under this Note,  payment of
the Loan shall be due on the  earlier of  September  1, 2000 or 5 days after the
date the Maker closes one or more public  offerings,  private  placement of debt
and/or  equity,  sale and/or merger of the Maker in the  aggregate  amount of no
less than $1,500,000 ("Maturity Date").

This Note is unsecured and may be pre-paid by the Maker, in whole or in part, at
any time without penalty. Maker shall provide 5 days prior written notice of its
intent to prepay during which time Lender may still exercise a FutureOne  Common
Stock  Conversion.  Any  payments  that are received on this Note shall be first
applied toward accrued interest, other non-principal payments due under the Note
and/or the Separation Agreement and lastly toward the reduction of principal.

Should  default occur in the payment of the Loan by the Maturity Date  hereunder
or  should  the  Company  fail  to  perform  any of its  obligations  under  the
Employment Separation Agreement between the Lender and Maker and if said default
or failure to perform remains uncured for a period of 10 consecutive  days after
written  demand by the  Lender  thereof,  then the whole  sum of  principal  and
accrued interest due thereunder may become  immediately due and payable,  at the
option of the Lender.

If suit is  brought  to recover  amounts  due under the terms of this Note,  the
Maker hereby promises to pay reasonable attorney's fees and court costs.

The Maker and any endorsers of this Note waive  diligence,  demand,  presentment
for payment,  notice of dishonor and  protest,  and consent to the  extension of
time for payment of this Note without notice.
<PAGE>
This Note is made in Arizona, and the execution, delivery and performance hereof
shall be governed by and construed in  accordance  with the laws of the State of
Arizona.

FUTUREONE, INC.

a Nevada corporation

By: ___________________

Title: __________________

ACCEPTED, ACKNOWLEDGED AND  AGREED TO AS OF THE _____ DAY OF JUNE, 2000


                                        BY:
                                            ------------------------------------

                                        NAME:
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