SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT


This  amendment  shall  change  and  amend  that  certain  Executive  Employment
Agreement between World's Fare Inc., now FutureOne,  Inc., a Nevada  corporation
and Earl J. Cook, dated July 27, 1998 and effective July 26, 1998 (the "Original
Agreement"), as amended by the First Amendment to Executive Employment Agreement
dated May 14, 1999 (the "Amendment" and,  together with the Original  Agreement,
the "Employment Agreement").

1) The parties agree that Section 1 of the Employment Agreement shall be deleted
in its  entirety  and changed to read as follows,  effective  as of November 23,
1999:

1.   "EMPLOYMENT  DUTIES.  The Company  hereby  employs  Employee to perform the
     following  duties as the  President  and  Chief  Executive  Officer  of the
     Company.

     a.   Carry  out all of the  functions  as  President  and  Chief  Executive
          Officer as defined in the By-laws of the Company and as established by
          the Board of Directors from time to time".

2) The  parties  agree that  Section  4a of the  Employment  Agreement  shall be
deleted in its entirety and changed to read as follows, effective as of December
1, 1999:

     a.   "ANNUAL SALARY.  In  consideration  for the services to be rendered by
          Employee in his capacity hereunder, the Company agrees to pay Employee
          an  initial  annual  salary of One  Hundred  Eighty  Thousand & 00/100
          dollars ($180,000.00)."

3) The  parties  agree that  section  4c of the  Employment  Agreement  shall be
deleted in its entirety and changed to read as follows  effective as of December
1, 1999:

     c.   "Employee shall be eligible to receive  management  bonuses as defined
          below.

          1.   Profits Bonus  -Employee shall be paid a bonus equal to 2% of the
               net  profits  derived  from   operations,   excluding  any  other
               adjustments  to income that are not  associated  with "Net Profit
               from  Operations"  as  defined  on  the  Company's  "Consolidated
               Statement  of  Operations"  for the year.  Such  profit  shall be
               calculated  based  on the  audited  financial  statements  of the
               Company  for the year  ending  September  30.  each year The year
               shall be defined as the 12 month  period,  ending  September  30,
               beginning with the year ending September 30, 2000.

               The bonus  shall be paid in cash  within 30 days after the amount
               of the bonus is determined.

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          2.   Transaction  Bonus - In the  event  the  Company  closes a public
               offering,  private  placement,  or sale or merger of the Company,
               during  the  term  of  this  Agreement,  in a  cumulative  amount
               exceeding $10 million, Employee shall receive a bonus equal to 1%
               of the transaction.

               The bonus  shall be paid in cash within 30 days of the closing of
               the  transaction  and/or receipt of funds or  compensation by the
               Company."

4) The parties agree that Section 7f shall be deleted in its entirety, effective
as of November 23, 1999.

These are the only changes to the  Employment  Agreement and all other terms and
conditions of the Employment Agreement shall remain in full force and effect.

Agreed as of the 18th day of February, 2000.


FutureOne, Inc.                         Employee
(Formerly World's Fare, Inc.)


By
   --------------------------------     -----------------------------------
   Vice President

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