TERMINATION AGREEMENT

This  Termination  Agreement  ("Agreement")  is made this 1st day of June, 2000,
("Effective  Date")  by and  between  FutureOne,  Inc.,  a  Nevada  corporation,
(formerly  known as World's  Fare,  Inc.)  ("FutureOne"  or the  "Company")  and
Blackwater  Capital  Partners,   L.P.  and  Blackwater  Capital  Group,   L.L.C.
("Blackwater" or the  "Investors"),  all of which may be referred to herein as a
"Party" or the "Parties"

WHEREAS, FutureOne, located in Phoenix Arizona, is a communications company that
also provides broadband engineering and construction, broadband applications and
is developing NeighborComm(TM); and

WHEREAS,  Blackwater  is  a  financial  services  company  located  in  Chicago,
Illinois; Steven R. Green is the Managing Member; and

WHEREAS,  effective  as of July 25,  1998,  the Parties  hereto  entered  into a
certain Stock Purchase  Agreement  ("SPA"),  whereby  Blackwater is obligated to
purchase  3,411,000 shares of FutureOne's common stock (including 100,000 shares
each from certain  executive  officers of FutureOne) for  $10,000,000,  a Voting
Trust Agreement  ("VTA") and a Warrant Agreement  ("Warrant"),  collectively the
"Investor Agreements"; and

WHEREAS,  Blackwater  has purchased  directly or through  third party  investors
1,387,605  shares of FutureOne  common  stock under the SPA as of the  Effective
Date hereof; and

WHEREAS,  Blackwater has been issued a Warrant to purchase  1,700,000  shares of
FutureOne common stock at $1.00 per share,  subject to certain per share vesting
requirements, and approximately 650,000 shares of said Warrant have vested under
the SPA as of the date hereof. The SPA provides that the remaining approximately
1,050,000 will vest if FutureOne refuses further funding from Blackwater; and

WHEREAS, Blackwater has rights under the SPA to fund 75% of the purchase through
a public offering of FutureOne's  common stock after it has funded the first 25%
directly or through third party investors; and

WHEREAS,  The SPA provided that Blackwater purchase an initial 300,000 shares of
FutureOne common stock at $1.25 per share and purchase all remaining shares at a
minimum  price of $2.93169.  As of the date  hereof,  Blackwater  has  purchased
187,605  shares  for its  own  account  at  $2.93169  even  though  they  had an
obligation  to sell such  shares to an  underlying  investor at $1.25 per share.
Subsequently,  FutureOne approved the sale of one million shares of common stock
plus  400,000 of the  Blackwater  warrants)  to Muluha  Ltd. at a gross price of
$2.30 per share and a net price of  approximately  $2.05 per share.  In addition
FutureOne  approved the sale of 200,000  shares of common stock to Joseph Umbach
at $1.25 per share; and

WHEREAS,  As of the Effective Date herein,  FutureOne has not raised any capital
funding through  convertible  notes,  warrants or stock purchases  directly from
FutureOne  investors at per share prices higher than $1.00 for its common stock;
and

WHEREAS, Due to the circumstances described above and because various market and
business  circumstances have changed since the Parties  originally  executed the
Investor  Agreements,  certain  differences have subsequently arisen between the
<PAGE>
Company and the Investors  concerning the SPA. The Parties  therefore believe it
is in their mutual best interest to terminate the existing SPA and VTA and enter
into a new  agreement  for the  performance  of various  consulting,  financial,
advisory and other related services to be provided by Blackwater under the terms
and conditions expressed on Exhibit A attached hereto and made a part hereof.

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,   covenants  and
conditions herein,  the execution of this Agreement and the Consultant  Services
Agreement attached hereto as Exhibit A, and the faithful  performance of same by
each of the Parties hereto, including the services to be performed by Blackwater
as  indicated  on Exhibit  A, the  Company  and the  Investors  hereby  agree as
follows:

1. WARRANT AGREEMENT AND WARRANT. The Parties hereby agree the Warrant Agreement
shall remain in full force and effect in  accordance  with its terms,  including
that certain  "Warrant for the  Purchase of  1,700,000  Shares of Common  Stock,
$0.001 par value" issued by the Company to Blackwater on or about July 25, 1998.
The Parties further  acknowledge  that Blackwater has  subsequently  transferred
their rights and interest to purchase 600,000 of said shares to other investors,
brokers and affiliates.  The Parties  further  acknowledge  that  FutureOne,  by
hereinafter  terminating the SPA, is refusing  further funding under the SPA and
accordingly all previously  non-vested  warrants under the SPA shall immediately
become fully vested according to the terms of the SPA.

2.  TERMINATION  OF STOCK  PURCHASE  AGREEMENT.  Subject to Section 4 herein and
except as to transactions that have already occurred, modifications thereto that
have been agreed to and  ratified by the prior  actions of the Parties and those
provisions  of the  Stock  Purchase  Agreement  which by their  terms or  nature
survive  termination,  the Parties hereby  mutually agree to terminate the Stock
Purchase  Agreement  effective  June 1, 2000. The Parties also hereby agree that
each party to the SPA has performed  satisfactorily under the Agreement and that
neither  Party  shall have a claim  against  the other for any breach or default
under the SPA,  including  any  breach of the  representations  of either  party
contained therein.

3.  TERMINATION  OF VOTING TRUST  AGREEMENT.  The parties agree that no warrants
were ever exercised and no shares are currently  subject to the VTA.  Therefore,
the Parties  hereby  mutually  agree to  terminate  the Voting  Trust  Agreement
effective June 1, 2000.

4. FUTURE  OBLIGATIONS  OF THE PARTIES.  Exhibit A attached  hereto  defines the
Agreement  by and  between the Company and  Blackwater  for the  performance  of
various  consulting,  financial,  advisory  and  other  related  services  to be
performed by Blackwater following the Effective Date of this Agreement.

5.  COMPENSATION FOR SERVICES.  As consideration  for any and all obligations of
the Company to Blackwater,  past present or future,  including  compensation for
those services to be performed as defined in the Consultant  Services Agreement,
attached hereto as Exhibit A, and any compensation due Blackwater as a result of
the termination of the SPA and VTA, FutureOne hereby agrees to immediately issue
to Blackwater  330,000 shares of its restricted  common stock. upon execution of
an  appropriate  Subscription  Agreement.  THE  FOREGOING  SHALL BE THE SOLE AND
EXCLUSIVE  COMPENSATION  DUE  TO  BLACKWATER  FROM  FUTUREONE  AS  A  RESULT  OF
TERMINATION OF THE SPA AND VTA AND SERVICES TO BE PERFORMED UNDER THE CONSULTANT
SERVICES AGREEMENT.
<PAGE>
6. NO LIABILITY FOR  TERMINATION.  Except for the compensation to be received in
Section  5,  Blackwater  agrees  that it shall  have no  right  to,  and  hereby
expressly  releases and holds FutureOne  harmless from any and all liability for
damages,  equitable  relief or  indemnification  of any kind including,  but not
limited to loss of profits,  promotional expenditures,  loss of goodwill, or any
other cost, damage, liability, loss or expense incurred by Blackwater, including
any special,  indirect or  compensatory  damages,  relating in any manner to the
termination of the SPA and VTA.

7. GENERAL PROVISIONS

a.  The  failure  to  insist,  in any one or more  instances,  upon  the  strict
performance of any provision hereof or to exercise any right hereunder shall not
be deemed to be a waiver or relinquishment of the future performance of any such
provision or the future exercise of such right, but the obligation of Blackwater
and FutureOne  with respect to such future  performance  shall  continue in full
force and effect.

b. The nature of the Services to be performed hereunder are unique and personal.
Therefore,  neither  this  Agreement,  nor any interest  herein,  nor any rights
hereunder  shall  be sold,  transferred  or  assigned  (by  operation  of law or
otherwise) by Blackwater, nor shall any of the duties of Blackwater hereunder be
delegated  to  any  person,  firm  or  corporation.  Any  attempted  assignment,
transfer, sale or delegation shall be void and of no force or effect.

c.  Blackwater  agrees to furnish  FutureOne  with oral or written  reports  and
information regarding the Services and work being performed at such times and as
often as FutureOne may  reasonably  request,  making full  disclosure of efforts
made by Blackwater and the results thereof.

d All notices that are  authorized,  allowed or required under the terms of this
Agreement  shall  be in  writing  and  shall  be by  verified  delivery  through
electronic  mail,  personal  delivery,  by registered or certified  mail (return
receipt  requested,  postage  prepaid) or by a third party courier service where
receipt is verified by the receiving  party's  acknowledgement  at the addresses
listed for the parties in the SPA or as subsequently  notified in writing.  With
respect to notices transmitted via electronic mail or personal delivery,  notice
shall be deemed  to have been  received  on the date that  notice is sent.  With
respect to notices  transmitted  via  registered or certified  mail or via third
party  courier  service,  notice  shall be  deemed to have  been  received  five
business days following the date that the notice is sent.  Either party may from
time to time change its address  for  notification  purposes by giving the other
party  written  notice of the new address and the date upon which it will become
effective.

e. In the event any one or more of the  provisions of this  Agreement is held to
be unenforceable under applicable law such unenforceability shall not affect any
other provision of this Agreement;  this Agreement shall be construed as if said
unenforceable  provision had not been  contained  herein;  and the parties shall
negotiate  in good faith to replace the  unenforceable  provision by such as has
the effect nearest to that of the provision being replaced.
<PAGE>
f. The  headings and captions  that have been used in this  Agreement  have been
used  for  convenience  only  and  are not to be  considered  in  construing  or
interpreting the provisions of this Agreement.

g. Any and all proposed  press releases or other  announcements  by FutureOne or
Blackwater  referring to the other party must be  submitted  and approved by the
other party prior to any release.

h. This  Agreement  may be executed in two or more  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

8.  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.

This  Agreement and the Exhibit hereto are the exclusive  Agreement  between the
Parties  with  respect  to its  subject  matter  and  supersedes  all  prior and
contemporaneous agreements, negotiations, representations and proposals, written
or oral, related to its subject matter.  The Parties  acknowledge that they have
read  this  Agreement  and  understand  and  agree to be bound by its  terms and
conditions.

9.  AMENDMENTS.  This  Agreement  may be amended at any time only by the written
mutual consent of the Parties hereto.

10. TIME OF THE ESSENCE. Time shall be of the essence under this Agreement.

11. CHOICE OF LAW AND DISPUTE  RESOLUTION.  This  Agreement is to be governed by
and  construed in  accordance  with the laws of the state of Arizona,  excluding
conflicts of law provisions.

The Parties  agree to attempt to settle any dispute or claim arising out of this
Agreement  through   consultation  and  negotiation  in  the  spirit  of  mutual
friendship and cooperation.  If there is a dispute about the  interpretation of,
or performance under this Agreement, or other claim, serious concern or material
issue between the Parties regarding,  arising from or related to this Agreement,
the  Parties  will first  submit the matter to a panel of two senior  executives
(one executive  chosen by each party) with  sufficient  authority to resolve the
dispute.  The panel shall  promptly meet and/or confer in a good faith effort to
resolve such dispute.

If  such  internal  attempts  fail,  the  dispute  shall  then be  submitted  to
mediation,  arbitration,  fact-finding  or  other  form of  alternative  dispute
resolution  (ADR) in  accordance  with the then  current  rules of the  American
Arbitration  Association.  All hearings shall be held in Phoenix,  Arizona.  The
costs of such  mediation or other ADR procedure  shall be shared  equally by the
Parties.  Any dispute which cannot be resolved  between the Parties within three
months of the date of the initial demand shall be finally determined judicially.
The use of an ADR  procedure  under this Section  shall not be construed  (under
such doctrines as laches,  waiver or estoppel) to have affected adversely either
party's ability to pursue its legal remedies.
<PAGE>
The  prevailing  party in any  action  arising  out of this  Agreement  shall be
entitled to recover its reasonable  attorneys' fees and costs in addition to any
other relief to which it may be entitled.

IN WITNESS  WHEREOF,  the Parties  hereto have entered into this Agreement as of
the Effective Date set forth herein.

FUTUREONE, INC.                         BLACKWATER CAPITAL
                                        GROUP, L.L.C.

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

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

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


BLACKWATER CAPITAL
PARTNERS, L.P.


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

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

Title:
      ------------------------------
<PAGE>
                                                                       Exhibit A

                          CONSULTANT SERVICES AGREEMENT

In  consideration  of the mutual  covenants  and  agreements  contained  in this
Agreement, the Parties hereto further agree to retain Blackwater as a consultant
under the following terms and conditions:

1. SERVICES OF CONSULTANT.  FutureOne  hereby engages  Blackwater to provide and
Blackwater  agrees to provide  professional  consulting,  advisory and financial
services on behalf of FutureOne  as follows:  Contacting  and  locating  capital
funding  sources  such  as  broker/dealers,   potential  investors,   registered
representatives, institutions, mutual fund managers, investment banking sources,
securities  analysts,   independent  portfolio  managers,   and  others  in  the
professional   investment   community   contacts  for  the  purpose  of  meeting
FutureOne's capital requirements.  Blackwater will also coordinate and assist in
the  filing and  preparation  of the  documentation  necessary  for any  private
placement,  debt financing,  preferred stock  issuance,  secondary  common stock
public  offering  or other like  capital  raise by working  with the  attorneys,
auditors, bankers and other  professionals/consultants of FutureOne.  Blackwater
will also actively assist FutureOne in locating and securing  strategic industry
alliances, joint venture partners, merger and acquisition targets, assist in the
analysis of company assets for dispositions or other financial  transactions and
generally  assist the officers  and  directors in the  financial  and  strategic
direction of FutureOne.

Blackwater shall pay all of their own expenses,  including,  but not limited to,
travel,  consulting fees and other expenses incurred by Blackwater in the normal
course of business, to provide these services.

This Agreement shall not limit  FutureOne's right to perform itself or to select
others to perform the same or similar consulting work for any reason.

2. TERM.  This Agreement  shall be effective as of the Effective Date herein and
continue for Six (6) months from the effective  date hereof.  This Agreement may
be extended  for  additional  periods of time by mutual  written  consent of the
Parties.  FutureOne may terminate this Agreement for convenience at any time and
for any reason upon ten days prior written notice to Blackwater. Notwithstanding
the above,  FutureOne may terminate or suspend  performance under this Agreement
immediately  upon any material  breach by Blackwater,  or if Blackwater  becomes
insolvent,  admits in writing  its  inability  to pay its debts as they  mature,
makes an  assignment  for the benefit of creditors,  or if a petition  under the
Bankruptcy Act is filed by or against Blackwater.

Termination  shall not relieve either party of obligations  previously  incurred
pursuant  to this  Agreement.  The  parties  agree that where the context of any
provision  indicates an intent that it shall survive the term of this Agreement,
then it shall so survive.

3. INDEPENDENT CONTRACTOR.

a.  Blackwater  shall  perform   services   hereunder  only  as  an  independent
contractor.  FutureOne  is to have no  control  over the  methods  and  means of
accomplishing the desired result. Under no circumstances shall Blackwater or its
employees or agents be construed to be an employee or agent of FutureOne.
<PAGE>
b.  FutureOne  shall not be liable to withhold  taxes,  provide any insurance or
otherwise be obligated as an employer of  Blackwater or its employees or agents.
Nothing in this  Agreement  shall be  interpreted  as granting  either party the
right or authority  to make  commitments  of any kind for the other,  implied or
otherwise,  without prior approval and consent in writing.  This Agreement shall
not  constitute,  create,  or in any  way be  interpreted  as a  joint  venture,
partnership or formal business organization of any kind.

4. NO BROKER-DEALER.  Blackwater is not a broker/dealer registered with the NASD
or any other regulatory agency. In performing services under this Agreement, the
Parties do not intend that  Blackwater  will be acting in any  broker/dealer  or
underwriting  capacity,  or receiving any  compensation  from FutureOne as such.
Blackwater  is acting in the capacity as a financial  advisor or finder and will
not be  responsible  for the  negotiation  of the  financial  terms  between the
parties  involved in any capital raise,  nor will  Blackwater be responsible for
the handling of any of the funds.

5. NON-EXCLUSIVE AGREEMENT. It is understood and agreed that this Agreement is a
nonexclusive  Agreement  between  FutureOne and Blackwater,  and that nothing in
this Agreement shall prevent Blackwater from providing services to other clients
or FutureOne from retaining other consultants and advisors.  Blackwater  agrees,
however,  to devote  sufficient  time and  effort  in  performing  Services  for
FutureOne as are reasonable and necessary to meet FutureOne's requirements.

6. PROPRIETARY INFORMATION. Blackwater shall treat as information proprietary to
FutureOne any and all data and/or  information  discovered  and/or disclosed and
shall utilize  Proprietary  Information solely for the purpose of performing the
Services  hereunder.  Blackwater shall not (directly or indirectly) use any such
information  and/or data for its own benefit or disclose or fail to use its best
efforts  to prevent  the  disclosure  of the same to any other  person or entity
during  the  term of  this  Agreement  or at any  time  thereafter.  Proprietary
information includes but is not limited to unique concepts,  products, services,
company/corporate strategy and business development, including plans relating to
acquisitions,  expansion,  marketing,  financials,  FutureOne  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.

7.  CONFIDENTIALITY.  Blackwater 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. Blackwater agrees it will not 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
FutureOne.

8.  DELAY.  A party  hereto  shall not be liable for a delay in its  performance
hereunder  if such delay is caused by any  circumstances  beyond its  reasonable
control and  without its fault or  negligence.  The party whose  performance  is
delayed shall immediately  notify the other party verbally and in writing of the
delay and the cause thereof,  shall take reasonable steps to avoid or remove the
circumstances of delay, and shall resume performance whenever such circumstances
have been removed or alleviated.  Neither party shall be liable to the other for
any costs associated with such delay.
<PAGE>
If such period of delay however  exceeds sixty (60) days, the parties shall meet
and  confer to  discuss  the  implications  of any  further  delay and  possible
remedies, including but not limited to termination of this Agreement.

This  provision  shall in no way  impair  FutureOne's  right to  terminate  this
Agreement as stated in Section 2.

9.  COMPLIANCE  WITH  LAWS AND  PROCEDURES.  Blackwater  will  comply  with this
Agreement and all applicable  laws, and rules,  regulations  where  Blackwater's
services are to be performed. As part of this obligation and without limitation,
Blackwater  agrees  that it will not  take any  action  in  connection  with the
performance  of the  Services  herein that would be illegal or in  violation  of
applicable laws, rules and regulations, and in this regard, Blackwater agrees to
indemnify,  defend and save FutureOne harmless from any and all liability as may
be suffered by FutureOne as a consequence of Blackwater's failure to comply with
these  undertakings.  Blackwater is responsible for all  obligations,  taxes and
reports  relating  to or  required by the laws  pertaining  to social  security,
unemployment  compensation,  worker's  compensation,  environmental  regulation,
occupational  safety  and  health,  income tax and other  reports,  and shall be
responsible for making any and all appropriate payments required by state and/or
federal law or by applicable foreign law.

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of this 19th
day of May, 2000.


FUTUREONE, INC.                         BLACKWATER CAPITAL
                                        GROUP, L.L.C.

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

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

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


BLACKWATER CAPITAL
PARTNERS, L.P.


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

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

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