EMPLOYMENT AGREEMENT


THIS  AGREEMENT  is made  effective  this  24th day of April,  2000  ("Effective
Date"), by and between FutureOne, Inc., a Nevada corporation (hereinafter called
"Company")  and John Stephen  Kelly  (hereinafter  called  "Employee")  shall be
effective as of April 24, 2000.

RECITALS:

WHEREAS,  the  Company,  located in  Phoenix,  Arizona  desires to enter into an
employment  relationship  with Employee pursuant to the terms and conditions set
forth herein; and

WHEREAS,  Employee  is  willing  to accept  such  employment  with the  Company,
pursuant to the terms and conditions set forth in this Agreement; and

NOW THEREFORE,  the Parties hereto, in consideration of the mutual covenants and
promises hereinafter contained, do hereby agree as follows:

TERMS

1. EMPLOYMENT  DUTIES. The Company hereby employs Employee as Vice President and
General  Counsel to perform the duties as the vice president and general counsel
for the Company  and to perform  such other  duties as are  assigned to him from
time to time by the President of the Company.

2.  PERFORMANCE.  Employee agrees to devote reasonable time and effort necessary
to perform the duties  described in Section 1 above in a manner  satisfactory to
the Company and to perform such other duties as are assigned to him from time to
time by the President of the Company.

3. TERM.  Except as provided in Section 7 below, the term of this Contract shall
be three  (3)  years  from the  effective  date  hereof.  This  Agreement  shall
automatically  renew for  periods  of one year,  unless  earlier  terminated  in
accordance  with the provisions of Section 7 below or either party gives written
notice,  at least thirty days (30) prior to the automatic renewal date, of their
intention not to renew this Agreement.

4. COMPENSATION. In consideration for the services to be rendered by Employee in
his capacity hereunder, Employee shall be compensated as follows:

An annual  salary of One Hundred  Thousand & 00/100  Dollars  ($100,000),  which
shall  be  payable  in equal  installments  based on the  Company's  normal  pay
periods.
<PAGE>
Employee shall also be issued stock options for Thirty Thousand  (30,000) shares
of common stock of FutureOne at $1 to vest equally over three years and expiring
in 10 years as additional consideration that may be earned under this Agreement.
Unless the stock is registered  beforehand in accordance  with  applicable  law,
such stock when issued will be  "Restricted"  as that term is defined  under the
Securities  Act of 1933 as  amended  and shall be earned and vest only under the
following terms and schedule:

Period                                                       Percent Exercisable
------                                                       -------------------
Before the first anniversary of Grant Date                              0%

On or after the first anniversary of the Grant Date
And before the second anniversary of the Grant Date                33 1/3%

On or after the second anniversary of the Grant Date
And before the third anniversary of the Grant Date                 66 2/3%

On or after the third anniversary of the Grant Date                   100%

If  Employee  is not  employed by the Company for any reason on any of the above
dates and this Agreement has been terminated under any provision of Section 7 of
this Agreement before any of the above dates (except for the change in ownership
or management control provisions of Section 7(d)) then the Employee shall not be
entitled to any of the remaining  Options,  that have not been earned and vested
according to the above  schedule and FutureOne  shall cancel such options on the
books of the corporation.

Employee shall be eligible to receive a management bonus as defined below.

A  Management  Bonus  upon the  Company  obtaining  funds in an  equity  or debt
offering in the minimum amount of $2,500,000 ("Minimum Funding"). The Management
Bonus shall be either $10,000 cash or 10,000 shares of restricted  common stock,
or any combination  thereof,  with employee having the sole discretion to choose
the form of payment by giving the Company written notice within ten (10) days of
the offering funds being received by the Company.

Employee's  salary may be adjusted by mutual  consent of the parties at any time
during  the  term  of this  contract  or any  subsequent  extension  hereof.  In
addition,  the Company may provide  other  employment  benefits as per Section 5
below.  Employee's  salary  will be  reviewed  for  possible  increases,  by the
compensation  committee  and the Board of  Directors  of the Company  within six
months of the date of this Agreement.

5. EMPLOYEE BENEFITS.  The Company, at its sole discretion,  may provide certain
group  benefits to all full time  executive  employees  and agrees that Employee
will be covered by any such plans  adopted by FutureOne  while he is a full time
employee  and  Employee  hereby  agrees  to  submit  to  any  medical  or  other
examination  and to execute and deliver any  application or other  instrument in
writing, reasonably necessary to effectuate such plans and benefits.
<PAGE>
The Company also agrees it will that it will pay or  reimburse  Employee for his
annual bar dues and his  reasonable  expenses to attend legal  continuing  legal
education programs which are required on a yearly basis in order for Employee to
maintain his license to practice law.

6.  EXPENSES.  The Company will  reimburse the employee for all  reasonable  and
necessary business expenses, which are approved in advance by the Company.

7. TERMINATION. Employment under this Agreement may be terminated as follows:

     (a)  DEATH/EXPIRATION  OF THIS AGREEMENT  WITHOUT RENEWAL.  Upon Employee's
death or upon the expiration of the term of this Agreement. The Company shall be
obligated,  in either event, to pay Employee his earned salary, a prorated bonus
and benefits  actually due Employee up to the actual date of death or expiration
of the Agreement.

     (b) TOTAL DISABILITY.  For any "total disability".  For the purpose of this
Agreement,  the term "total disability" means Employee's  inability,  because of
serious  physical  and/or mental injury,  illness or impairment,  certified by a
licensed  medical  doctor and by whatever  supporting  documents are  reasonably
requested  by the Company,  to perform his assigned  duties for more than thirty
(30)  consecutive  days. The Company shall be obligated,  in that event,  to pay
Employee his earned salary, a prorated bonus and benefits actually due up to the
date of disability.

     (c)  EMPLOYEE  NOTICE.  For any  reason  whatsoever  at the  discretion  of
Employee, upon fifteen (15) days prior written notice to Company. The Company in
such event shall only be  obligated  to pay Employee the salary and benefits due
Employee  earned up to the  actual  date of  termination.  Upon  receipt of such
notice  from  Employee,  the  Company,  in its  sole  discretion,  may  elect to
terminate this Agreement  immediately without regard to Employee's prior written
notice,  but shall pay Employee his earned salary, a prorated bonus and benefits
actually due Employee up to such date of  termination  as hereby  invoked by the
Company.

     (d) WITHOUT CAUSE. Company may terminate  Employee's  employment under this
Agreement  without  cause and for any reason  whatsoever  upon fifteen (15) days
prior written notice to Employee.  In such event,  Employee shall be entitled to
be paid his normal  compensation  earned and benefits due Employee  earned up to
the actual date of termination.

Provided  however,  if there is a substantial  change in ownership or management
control of the  Company and  Employee is  thereafter  terminated  without  cause
within 180 days of such change in  ownership  or  management  control,  Employee
<PAGE>
shall be paid the following,  in addition to his normal  compensation earned and
the benefits due Employee  earned up to the actual date of  termination:  (i) an
additional  severance  amount equal to six months  salary,  based on  Employee's
salary at the time of termination;  and (ii) the Management Bonus as per Section
4 of this Agreement,  for any such equity or debt funding in the Minimum Funding
amount  received by the Company  within twelve (12) months of  termination;  and
(iii) all stock options granted under this Agreement and any stock option grants
made to Employee in the future shall be considered immediately earned and vested
and shall  remain in full force and effect  under  their  contractual  terms and
shall not be subject to cancellation under any termination of employment clauses
in such stock option agreements.

     (e) WITH CAUSE.  Employee's  employment  may be terminated for cause at any
time upon five (5) days written  notice.  For the purpose of this Agreement "for
cause" is defined to include, but not be limited to the following:  (i) willful,
malicious and grossly  negligent  acts by Employee  having the effect or causing
significant harm to the business  interests of the Company;  (ii) the failure of
Employee to devote  reasonable time,  energies and efforts to the performance of
his duties;  (iii) the  conviction of Employee of any felony crime  involving an
act of moral turpitude;  (iv) the violation of any specific written direction of
the Board of  Directors  relating to services to be rendered by him or the scope
of his duties as contemplated by this Agreement;  (v) the commission by Employee
of any other material breach of this Agreement,  and to the extent that this act
is curable,  Employee has not cured it within five (5) business  days  following
receipt of notice of said material breach.  Any notice to Employee shall specify
the facts and  circumstances  claimed to provide the basis for such termination.
In the event of termination of this  Agreement  under this section,  the Company
shall only be obligated to pay Employee his compensation, and benefits earned or
due up to the actual date of termination.

     (f) DEFAULT.  Employee shall have the option to immediately  terminate this
Agreement if the Company  fails to comply with the terms and  conditions of this
Agreement; provided that such default or breach of this Agreement is not caused,
directly or indirectly,  by Employee in his  managerial  and fiduciary  capacity
under this Agreement,  whereby Employee's intentional or unintentional acts have
caused the Company, through lack of work or excess expenditures, to be unable to
meet its financial obligations under this Agreement. Upon failure of the Company
to meet any of its obligations due Employee under this Agreement or there is any
other material breach of this  Agreement,  and to the extent that it is curable,
Employee  shall give written  notice to the Company and shall  specify the facts
and circumstances  claimed to be as breach of this Agreement.  The Company shall
have five (5) business  days  following  receipt of such written  notice of said
material breach to cure such breach.  If said breach is not cured by the Company
within such time period than it shall be deemed as if the Company has terminated
this Agreement "Without Cause" and Employee shall be entitled to all amounts due
hereunder as if the Agreement had not been terminated.
<PAGE>
8. AGREEMENT NOT TO COMPETE. Employee hereby agrees and stipulates that he shall
not compete, in business engaged in by the Company,  the Company's  subsidiaries
or affiliates,  either directly or indirectly,  or compete in any other way with
the business  opportunities of any of these entities,  for any period that he is
receiving any  compensation  from the Company under this  Agreement and not less
than one (1)  years  from  the  date of any  termination  of this  Agreement  as
provided in Section 7 of this Agreement,  without the express written permission
of the Company.  Employee  hereby further  acknowledges,  agrees and stipulates,
that he has  received  fair  and  adequate  consideration,  in the form of stock
options and or cash, in exchange for this  Agreement.  The Parties agree that in
the event that  Employee is  terminated  from  employment  by the Company,  this
provision  shall not be  construed  so as to  prevent  Employee  from  accepting
employment in any position that does not involve soliciting the existing clients
of the Company.

9. PROPRIETARY  INFORMATION.  Employee shall treat as information proprietary to
the Company any and all data and/or information  discovered and/or disclosed and
shall not, directly or indirectly,  use any such information and/or data for his
own  benefit  or  disclose  or fail to use  its  best  efforts  to  prevent  the
disclosure  of the same to any other  person or entity for any purpose or reason
whatsoever, during the term of this Agreement or at any time thereafter.

10. PROPRIETARY INFORMATION DEFINED. Proprietary information includes but is not
limited to unique concepts, products,  services,  company/corporate strategy and
business development,  including plans relating to this acquisition,  expansion,
marketing,  financials,  client lists and other business information,  operating
information, policies, practices and processes, database and networking systems,
information  relating  to  employees,   customers,   prospective  customers  and
suppliers,  whether such  information  is documented,  contained  electronically
and/or contained on any other medium.

11.  REPRODUCTION OF PROPRIETARY  INFORMATION.  Employee stipulates that he will
not, at any time, make any reproduction,  copy, abstract,  summary and/or precis
of the whole or of any part of any  Proprietary  Information  without  the prior
express written consent of the Company,  in which case said reproduction,  copy,
abstract, summary and/or precis shall remain the property of the Company.

12.  CONFIDENTIALITY.  Employee  stipulates  that  he  shall  keep  any  and all
Proprietary Information obtained,  during the term of this Agreement or any time
thereafter, in the strictest of confidence and secrecy.

13.  NON-DISCLOSURE.  Employee  stipulates that he shall not, during the term of
this  Agreement or any time  thereafter,  in any way or by any means,  disclose,
disseminate  and /or distribute any  Proprietary  Information to any third party
without the prior express written consent of the Company.

14. NON-CIRCUMVENTION. Employee stipulates that he shall not, during the term of
this Agreement or any time thereafter,  in any way or by any means implement and
/or use any Proprietary  Information,  circumvent,  usurp an  opportunity,  take
advantage of and/or  benefit  from,  through the  exclusion of the Company,  any
Proprietary Information obtained.
<PAGE>
15. INJUNCTIVE RELIEF. The Employee recognizes and agrees that, a breach of this
Agreement will cause  irreparable  harm to the Company and no amount of monetary
damages  can  adequately  compensate  the  Company  for the injury that would be
caused by said breach.  Accordingly,  Employee hereby stipulates that should the
Company have a good faith reason to believe that Employee is breaching or taking
steps to breach any material  provision of this Agreement then the Company shall
be entitled to immediate issuance of an ex-parte temporary restraining order, by
a Court, enjoining the Employee from engaging in the opposed activities.

16.  WAIVER.  A Party's  failure to insist on compliance or  enforcement  of any
provision of this Agreement shall not effect the validity or  enforceability  or
constitute  a waiver  of  future  enforcement  of that  provision  or any  other
provision of this Agreement by that Party or any other party.

17.  LAW,  JURISDICTION  AND VENUE.  This  Agreement  shall in all  respects  be
exclusively  subject  to, and  governed  by,  the laws of the state of  Arizona.
Exclusive venue and  jurisdiction for any and all disputes shall lie in Maricopa
County,  Arizona.  The Parties hereto  stipulate that any dispute arising out of
this Agreement shall be submitted to binding  arbitration in Arizona pursuant to
the arbitration rules and regulations of the American Arbitration Association.

18.  VALIDITY.  The  invalidity  or  unenforceability  of any  provision in this
Agreement  shall not in any way effect the  validity  or  enforceability  of any
other provision and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision had never been in this Agreement.

19.  NOTICE.  All notices and other  communications  provided  for or  permitted
hereunder  shall  be made by hand  delivery,  overnight  courier,  certified  or
registered  mail,  postage  prepaid  and  return  receipt  requested,  telex  or
facsimile transmission.

If to the Company                       If to Employee
4250 East Camelback, K-124              16410 South 37th Way,
Phoenix, AZ 85018                       Phoenix, AZ 85048
Fax:  602-522-8714                      Fax:(480) 706-4015

All such notices shall be deemed to have been duly given:

when delivered, by hand if personally delivered; and
the next day, after being sent by overnight courier; and
when received, if by mail; and
when received (as electronically acknowledged), if by facsimile transmission.
<PAGE>
20. AMENDMENTS.  This Agreement may be amended, at any time, only by the written
mutual  consent of the Parties  hereto,  with any such  Amendment  to be invalid
unless it is both written and signed by both Parties.

21. LEGAL FEES AND COSTS.  The Parties  hereby  stipulate  and agree that in the
event that a dispute arises between the Parties, relating to this Agreement, and
one or both of the Parties  deem it necessary to hire an attorney to protect its
rights and/or resolve said dispute,  then the prevailing  Party,  in any action,
shall be entitled to recover and collect,  from the  non-prevailing  Party,  all
reasonable attorney's fees and costs incurred.

22.  ENTIRE  AGREEMENT.   This  Agreement  contains  the  entire  agreement  and
understanding  by and  between the  Parties  and no  representations,  promises,
agreements and/or understandings, written or oral, relating to this Agreement by
either Party not contained herein shall be of any force or effect.

IN WITNESS  WHEREOF,  the Company and Employee have duly executed this Agreement
this ____ day of ________, 2000.


FUTUREONE, INC.                         Employee


/s/ Earl J. Cook                        /s/ John Stephen Kelly
-------------------------------         -------------------------------
By: Earl J. Cook                        John Stephen Kelly
Its: President/CEO