AGREEMENT NOT TO SELL


RMI.NET, Inc.
999 18th Street, Suite 2201
Denver, Colorado  80202

Ladies and Gentlemen:

     The undersigned understands that RMI.NET, Inc., a Delaware corporation (the
"Company"),  transferred  to  FutureOne,  Inc.,  a Nevada  corporation,  and its
affiliates  and  subsidiaries  (collectively,  "FutureOne"),  63,052 shares (the
"Shares")  of the common  stock of the Company  pursuant  to, and in  accordance
with, the terms and conditions set forth in the Asset Purchase Agreement,  dated
November 19, 1999, by and between the Company,  Networld.com,  Inc.,  FutureOne,
Inc., an Arizona  corporation,  and,  solely for purposes of Sections 8(h) and 9
thereof, FutureOne, Inc., a Nevada corporation (the "Asset Purchase Agreement").
The undersigned  acknowledges  that the Company issued the Shares as of November
19, 1999 (the "Issuance Date") with the understanding  that, pursuant to Section
2(c)(v)  of the Asset  Purchase  Agreement,  FutureOne  would not  offer,  sell,
contract to sell, grant any option to sell or otherwise  dispose of, directly or
indirectly, that number of Shares issued to FutureOne at the Closing pursuant to
Section  2(c)(i) of the Purchase  Agreement equal to thirty percent (30%) of the
Purchase Price divided by the Closing Price (the "Initial  Lock-Up  Shares") and
the Shares to be issued  ninety (90) days after the Closing  pursuant to Section
2(c)(ii)  of the  Purchase  Agreement  (the  "Final  Lock-Up  Shares")  for  the
following  periods of time following  their  respective  date of issuance:  that
number of the Initial  Lock-Up Shares equal to ten percent (10%) of the Purchase
Price  divided by the  Closing  Price for a period of six (6)  months  (the "Six
Months Initial Lock-Up Shares"); that number of the Initial Lock-Up Shares equal
to twenty percent (20%) of the Purchase Price divided by the Closing Price for a
period of twelve (12) months (the "Twelve Months Initial Lock-Up  Shares");  and
the Final  Lock-Up  Shares  for a period of three  (3)  months.  Notwithstanding
anything to the contrary  herein,  the Company has agreed to permit FutureOne to
transfer  30,352 Six Months  Initial  Lock-Up  Shares and 32,700  Twelve  Months
Initial Lock-Up Shares to the undersigned  provided that the undersigned  agrees
to the terms and conditions of this Agreement Not to Sell.

     In  consideration of the Company  consenting to FutureOne's  transfer of an
aggregate of 63,052 Shares to the undersigned (the "FutureOne Share  Transfer"),
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged,  the undersigned hereby represents,  warrants and
agrees that, effective as of the date hereof (i) until the expiration of six (6)
months  following the Issuance Date, the undersigned will not, without the prior
written consent of the Company,  offer, sell, contract to sell, grant any option
to sell or otherwise dispose of, directly or indirectly,  any Six Months Initial
Lock-Up Shares received by the undersigned in the FutureOne Share Transfer;  and
(ii) until the expiration of twelve (12) months following the Issuance Date, the
undersigned will not,  without the prior written consent of the Company,  offer,
sell, grant any option to sell or otherwise  dispose of, directly or indirectly,
any Twelve Months  Initial  Lock-Up  Shares  received by the  undersigned in the
FutureOne  Share  Transfer.  Furthermore,  the  undersigned  hereby  agrees  and
consents to the entry of stop transfer  instructions with the Company's transfer
agent against the transfer of the Shares  subject to this  Agreement,  except in
compliance with the terms and conditions of this Agreement.

                                        1
<PAGE>
     The  undersigned  further  acknowledges,   confirms  and  agrees  that  the
undersigned,  except for the Shares,  does not own, directly or indirectly,  any
shares of the common stock of the Company,  or any other securities  convertible
into or exchangeable for such common stock or options,  warrants or other rights
to acquire any shares of such common stock.

     In the event the undersigned  offers,  sells,  contracts to sell, grants an
option to sell or otherwise disposes of, directly or indirectly, the Shares in a
manner that breaches any of the terms and  conditions  of this  Agreement Not to
Sell (collectively,  an "Unpermitted Transfer"),  the undersigned hereby agrees,
without  prejudice  to any other right or remedy that the Company  might have in
law or equity, that it shall fully pay the greater of the following penalties (a
"Penalty"):  (i) fifty  percent  (50%) of the Shares  included in the  FutureOne
Share Transfer,  or (ii) cash payment equal to the total amount of proceeds that
the undersigned receives from any sale that represents an Unpermitted  Transfer.
In the event of a breach by the undersigned hereunder, undersigned agrees to pay
the Penalty  within five (5)  business  days  following  notice  provided by the
Company of such breach.  Any notice hereunder shall be deemed duly given if (and
then two business days after) it is sent by registered or certified mail, return
receipt  requested,  postage  prepaid,  and addressed to the  undersigned at the
address set forth below.

     All capitalized terms used herein without definition shall have the meaning
ascribed to them in the Asset Purchase Agreement.

     IN WITNESS WHEREOF,  the undersigned has executed this Agreement as of 22nd
day of March, 2000.


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

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

                                        Address:
                                                --------------------------------

                                        Date:
                                             -----------------------------------

                                        2
<PAGE>
                                   ADDENDUM A


     This Addendum to the Agreement Not To Sell dated March 22, 2000, and signed
by Barry Zemel on behalf of 12 Squared Partners,  LLC ("the Lock-Up Agreement"),
is amended by the undersigned parties as follows:

     The undersigned  parties  acknowledge and understand that, without limiting
the  Company's  rights under this Lock-Up  Agreement,  and without  limiting any
other right or remedy  available to the Company  under law or equity,  FutureOne
shall  indemnify  the  Company  against  any and  all  Adverse  Consequences  in
association with any breach of the Lock-Up Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have affixed their  signatures to
this Addendum.


RMI.NET, INC.                           12 SQUARED PARTNERS, LLC


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

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

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

Date:                                   Date:
     --------------------------------        --------------------------------


FUTUREONE, INC.

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

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

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

Date:
     --------------------------------
<PAGE>
                                 FUTUREONE, INC.
                       4250 E. CAMELBACK ROAD, SUITE K124
                             PHOENIX, ARIZONA 85018

                                 March 28, 2000

12 Squared Partners, LLC
1717 East Morten
Suite 220
Phoenix, AZ  85020
Attention:  Barry Zemel

     RE:  BRIDGE LOAN TRANSACTION DATED AS OF OCTOBER 22, 1999

Dear Barry:

     The purpose of this letter is to confirm the agreement and understanding of
FutureOne,  Inc., a Nevada  corporation,  and its  affiliates  and  subsidiaries
(collectively,  "FutureOne"),  and 12 Squared Partners,  LLC, an Arizona limited
liability company ("12 Squared  Partners"),  with respect to the full settlement
and satisfaction of that certain 12% Secured  Convertible  Promissory Note dated
as of October 22, 1999 in the principal amount of $500,000 (the "Note").

     FutureOne and 12 Squared Partners hereby acknowledge and agree that in full
consideration  and  satisfaction of the Note and all of FutureOne's  obligations
thereunder,  FutureOne  shall  transfer (the  "Transfer") an aggregate of 63,052
shares (the "Shares") of the common stock of RMI.NET,  Inc.  issued to FutureOne
by  RMI.NET,  Inc.  ("RMI")  pursuant  to the Asset  Purchase  Agreement,  dated
November 19, 1999, by and among RMI,  Networld.com,  Inc.,  FutureOne,  Inc., an
Arizona corporation, and, solely for the purposes of Section 8(h) and 9 thereof,
FutureOne,  Inc., a Nevada  corporation  (the "Asset  Purchase  Agreement").  12
Squared Partners acknowledges that the Shares are subject to an Agreement Not to
Sell  (the  "FutureOne  Lock-Up  Agreement")  in  accordance  with the terms and
conditions of the Asset Purchase  Agreement.  Pursuant to the FutureOne  Lock-Up
Agreement,  FutureOne  has  agreed,  among  other  things,  that (i)  until  the
expiration of six (6) months following the date of issuance, FutureOne will not,
without the prior written consent of RMI, offer,  sell,  contract to sell, grant
any option to sell or  otherwise  dispose of,  directly or  indirectly,  the Six
Months Initial Lock-Up Shares (as defined in the FutureOne  Lock-Up  Agreement),
and (ii)  until the  expiration  of twelve  (12)  months  following  the date of
issuance,  FutureOne will not,  without the prior written consent of RMI, offer,
sell, grant any option to sell or otherwise  dispose of, directly or indirectly,
the Twelve Months Initial  Lock-Up  Shares (as defined in the FutureOne  Lock-Up
Agreement).  FutureOne hereby  represents and warrants that RMI has consented to
the Transfer in accordance with the terms of the FutureOne  Lock-Up Agreement as
evidenced by the Letter Agreement  between  FutureOne and RMI attached hereto as
Exhibit A. FutureOne and 12 Squared  Partners  acknowledge that the Shares shall
<PAGE>
Barry Zemel                                                       March 28, 2000
Page 2

consist of 30,352 Shares  considered Six Months Initial Lock-Up Shares under the
FutureOne  Lock-Up  Agreement and 32,700  Shares  deemed  Twelve Months  Initial
Lock-Up Shares under the FutureOne Lock-Up Agreement.

     In   consideration   for  the   Transfer   and  other  good  and   valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged, 12
Squared Partners hereby represents,  warrants and agrees, as the case may be, as
follows:

     1. 12 Squared  Partners  acknowledges  and agrees that the  Transfer of the
Shares shall be in full satisfaction of the Note, including, without limitation,
principal  and all accrued  and unpaid  interest,  and that 12 Squared  Partners
shall have no rights under the Note or the Security and Pledge  Agreement by and
between 12 Squared  Partners and FutureOne,  dated as of October 22, 1999,  upon
the Transfer.  At the time of the Transfer  (the  "Transfer  Date"),  12 Squared
Partners hereby agrees to deliver the Note to FutureOne marked "paid-in-full."

     2. 12 Squared Partners agrees that it shall execute and deliver on or prior
to the Transfer Date any  documentation  required by RMI in connection  with the
Transfer,  including, without limitation, the Agreement Not to Sell and Addendum
attached hereto as Exhibit A (the "12 Squared Partners Lock-Up Agreement").

     3. 12 Squared Partners hereby agrees to indemnify FutureOne against any and
all actions,  suits,  claims,  proceedings  and expenses,  including  reasonable
attorney's  fees,  resulting  from any breach by 12 Squared  Partners  of the 12
Squared Partners Lock-Up Agreement (a "12 Squared Partners  Breach").  Upon a 12
Squared Partners Breach and RMI's subsequent  request for  indemnification  from
FutureOne  pursuant to a letter agreement  between FutureOne and RMI dated as of
the date hereof (the  "FutureOne/RMI  Letter  Agreement"),  12 Squared  Partners
shall  waive its right to oppose  having  FutureOne  go to court to seek  remedy
against 12 Squared  Partners,  and 12 Squared  Partners shall further agree that
FutureOne  therefore  automatically  has the right to sue to collect  the entire
Penalty (as defined in the 12 Squared Partners Lock-Up Agreement) that FutureOne
may be obligated to pay in indemnifying RMI as a result of a 12 Squared Partners
Breach  or any  other  right or  remedy  in law or  equity,  including  interest
thereon,  and to be  reimbursed  for all costs of  collecting  or  attempting to
collect  any or all of this  amount  or in  indemnifying  RMI  for a 12  Squared
Partners Breach, including reasonable attorney's fees.

     This Letter  Agreement  and its  application  and  interpretation  shall be
governed  exclusively  by its  terms  and by the laws of the  State  of  Arizona
without regard to its internal laws respecting conflicts.  Both FutureOne and 12
Squared Partners  consent and submit to the exclusive  jurisdiction and venue of
the state and federal courts located in Phoenix,  Arizona,  and hereby waive any
right to object to such venue and jurisdiction.

     All amendments, additions or modifications to this Letter Agreement must be
made in writing and must be signed by an authorized  representative of FutureOne
and 12 Squared Partners.

     This Letter Agreement shall be binding upon and inure to the benefit of the
parties and their legal  representatives,  successors and permitted  transferees
and assigns.
<PAGE>
     This Letter  Agreement is intended by FutureOne and 12 Squared  Partners to
be a final  expression  of  agreement  and is  intended to be the  complete  and
exclusive  statement of the  agreement  and  understanding  of FutureOne  and 12
Squared  Partners  with respect to the subject  matter  contained in this Letter
Agreement. There are no restrictions,  promises,  warranties or undertaking with
respect to the subject  matter  contained in this Letter  Agreement,  other than
those set forth or referred to in this Letter  Agreement.  This Letter Agreement
supersedes all prior  agreements  and  understandings  between  FutureOne and 12
Squared Partners with respect to such subject matter.

     If the foregoing  correctly  sets forth our  agreement  with respect to the
matters contained  herein,  please so indicate by signing two (2) copies of this
Letter  Agreement and  returning  one of such signed copies to the  undersigned,
whereupon this Letter Agreement shall constitute a binding agreement between the
FutureOne and 12 Squared Partners with respect to the matters set forth herein.

                                        Very truly yours,

                                        FutureOne, Inc.


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

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

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


Accepted and agreed to this
28th day of March, 2000:

12 Squared Partners, LLC

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

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

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