THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT"),  OR APPLICABLE  STATE  SECURITIES  LAWS.  THIS
SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.

                               THIRD AMENDMENT TO
              COLLATERALIZED CONVERTIBLE COMMERCIAL PROMISSORY NOTE


Note Date:                 August 27, 1999
First Amendment Date:      August 16, 2000
Second Amendment Date:     January 16, 2001
Third Amendment Date:      July 1, 2001
Principal Amount:          $1,000,000.00
Original Maturity Date:    September 1, 2001
Extended Maturity Date:    December 31, 2003


Lender (name and address):

(as to a 50%  undivided  interest  as tenants in common)
Wells Fargo Bank West,
N.A.,  G Trustee of the James C. Berger  Rollover  IRA  (formerly  Norwest  Bank
Colorado,
 National Association,
Trustee of the James C. Berger Rollover IRA)
90 South Cascade Avenue
P.O. Box 2120
Colorado Springs, CO 80901-2120

                                      and

(as to a 40%  undivided  interest as tenants in common)
John M.  Ventimiglia
4390 North Academy Boulevard
 Colorado Springs, CO 80917

                                       and

(as to a 10% undivided interest)
Robin L. Morley & Mark E. Morley, as Tenants in
Common 101 North Cascade Avenue,
Suite 310
Colorado Springs, CO 80903

Original Maker (name and address):

OPEC Corp., a Colorado corporation
c/o Donald D. Cannella, President
5930 Paonia Court
Colorado Springs, CO  80915

Maker of Second Amendment:
OPEC Corp., a Colorado corporation
c/o Donald D. Cannella, President
1880 Office Club Pointe #2000
Colorado Springs, CO  80920

                                       And

FutureOne, Inc., a Nevada corporation
c/o Donald D. Cannella, President
1880 Office Club Pointe #2000
Colorado Springs, CO  80920

Maker of Third Amendment:
OPEC Corp., a Colorado corporation
c/o Donald D. Cannella, President
1880 Office Club Pointe #2000
Colorado Springs, CO  80920

                                       And

FutureOne, Inc., a Nevada corporation
c/o Donald D. Cannella, President
1880 Office Club Pointe #2000
Colorado Springs, CO  80920


         A. On or about August 27, 1999,  Original Maker made a promissory  note
payable  to the  order of  Lender  in the  principal  amount  of  $1,000,000.00.

                                       1
<PAGE>


("Note")

         On or about January ____, 2002, effective July 1, 2001, the Lender, the
Original Maker,  and the Original  Maker's parent,  (Original Maker and Original
Maker's Parent are jointly,  severally and individually referred to as "Maker of
Third  Amendment" or "Maker")  agree for good and valuable  considerations,  the
receipt and adequacy of which are hereby  acknowledged,  to amend and extend the
Note as set forth herein below:

         1. OPEC Corp., a Colorado  corporation  and  FutureOne,  Inc., a Nevada
corporation, jointly, severally and individually, promise to pay to the order of
Lender, at the Lender's offices  designated  above, the Principal  Amount,  with
interest on the unpaid balance at the interest rate set forth herein.  Principal
and interest shall be payable as specified herein below.

         A.       Amended and Extended Payment Schedule:

         Effective July 1, 2001, the Pre-Default  Interest Rate shall be amended
to a fixed rate of eighteen  percent (18.0%) per annum.  One-half of all accrued
but unpaid interest is due on the 1st day of August,  2001, and on the first day
of each month  thereafter.  One-half of the accrued  but unpaid  interest  shall
continue  to accrue as set forth  herein  below  and,  such  accrued  but unpaid
interest  shall  accrue  interest  at  the  Pre-Default  Interest  Rate.  Lender
acknowledges receipt of interest payments at the rate of fifteen percent (15.0%)
per annum  which  were paid on or about  August 1, 2001,  September  1, 2001 and
October 1,  2001.  Fifteen  Thousand  and 00/100  Dollars  ($15,000.00)  of such
interest  payments shall be applied to the interest  payments due on November 1,
2001 and on December 1, 2001. The entire outstanding principal balance, together
with all accrued and unpaid interest and all other sums due hereunder,  shall be
due in full on December 31, 2003 in a balloon  payment.  Maker  understands this
Note is payable  in full on  December  31,  2003 and that this Note is a balloon
payment  note.  The Lender is under no  obligation to refinance the loan at that
time.  Maker will  therefore  be required to make payment out of other assets it
may own, or it will have to find a Lender willing to lend it money at prevailing
market rates,  which may be  considerably  higher than the interest rate of this
loan. If Maker refinances this loan at maturity,  it may have to pay some or all
closing  costs  normally  associated  with  a  new  loan,  even  if  it  obtains
refinancing  from the same  Lender.  Notwithstanding  anything  to the  contrary
stated herein, Lender shall have the right, in its sole and absolute discretion,
to call this Note,  in whole or in part,  at any time after January 10, 2002. If
Lender exercises its call privilege,  the entire  outstanding  principal balance
called,  together  with all accrued and unpaid  interest  and all other sums due
hereunder,  shall  be due in full  immediately.  If Maker  fails  to  repay  the
principal  and interest as required  under this  paragraph,  then the Lender may
invoke  any of the  remedies  permitted  by the  Note  and  Security  Agreement.
Notwithstanding  anything to the contrary  stated  herein the Deferred  Interest
together  with the  interest  accruing  on the  Deferred  Interest  shall not be
payable except as set forth in paragraph 1B.


         B.       Payment of Deferred Interest:

         The  Deferred  Interest  together  with the  interest  accruing  on the
Deferred Interest shall be paid in twelve (12) equal monthly payments commencing
upon notice given by Lender at the  Pre-Default  Interest  Rate  amortized  over
twelve (12) months.


                                       2
<PAGE>


         C.       Prepayment Restrictions:

         This Note may be prepaid at any time, in whole or in part, upon fifteen
(15) days' written notice to Lender.

         2.Except as  specifically  stated herein,  all other terms of the Note,
the First  Amendment  and the  Second  Amendment  shall  remain as stated in the
Original Note, the First Amendment, and the Second Amendment.

         3.  By  signing  this  Third  Amendment  to  Collateralized  Commercial
Promissory Note, Maker also acknowledges receipt of a copy.

         Dated January ____, 2002, effective July 1, 2001.

                                              MAKER:
                                              OPEC Corp., a Colorado corporation


                                      By:
                                         ------------------------------
                                         Donald D. Cannella, President
ATTEST:

-------------------------------
Daniel J. Romano, Secretary



                                      FutureOne, Inc., a Nevada corporation



                                      By:
                                         ------------------------------
                                         Donald D. Cannella, President
ATTEST:


-------------------------------
Daniel J. Romano, Assistant Secretary

                                       3
<PAGE>





                           LENDER:

                           Wells Fargo Bank West, N.A.,  Trustee of the James C.
                           Berger Rollover IRA (formerly  Norwest Bank Colorado,
                           National Association,  Trustee of the James C. Berger
                           Rollover IRA)


                           By:_________________________________
                              Terry P. Coffelt, Vice President


----------------------------------
John M. Ventimiglia


----------------------------------       ---------------------------------
Mark E. Morely                           Robin L. Morely


STATE OF COLORADO          )
                           ) ss.
County of El Paso          )

         Subscribed  and sworn to before me this day of January,  2002, by Terry
P. Coffelt,  as Trustee for Wells Fargo Bank West, N.A., Trustee of the James C.
Berger Rollover IRA.  (formerly,  Norwest Bank Colorado,  National  Association,
Trustee of the James C. Berger Rollover IRA).

         WITNESS my hand and official seal.

         My commission expires:
                                 ------------------------

(SEAL)
                                                     ---------------------------
                                                     Notary Public




                                       4
<PAGE>





STATE OF COLORADO          )
                           ) ss.
County of El Paso          )

         Subscribed and sworn to before me this ______   day of January, 2002,
         by John M. Ventimiglia.


         WITNESS my hand and official seal.

         My commission expires:
                                 ------------------------

(SEAL)
                                                     ---------------------------
                                                     Notary Public


STATE OF COLORADO          )
                           ) ss.
County of El Paso          )

         Subscribed and sworn to before me this ___________day of January, 2002,
         by Robin L. Morley and Mark E. Morley.


         WITNESS my hand and official seal.

         My commission expires:
                                 ------------------------

(SEAL)
                                                     ---------------------------
                                                     Notary Public


STATE OF COLORADO          )
                           ) ss.
County of El Paso          )

         Subscribed and sworn to before me this day of January,  2002, by Donald
D.  Cannella,  as President  and Daniel J. Romano as Secretary of OPEC Corp.,  a
Colorado corporation.

         WITNESS my hand and official seal.

         My commission expires:
                                 ------------------------

(SEAL)
                                                     ---------------------------
                                                     Notary Public


                                       5
<PAGE>





STATE OF COLORADO          )
                           ) ss.
County of El Paso          )

         Subscribed and sworn to before me this day of January,  2002, by Donald
D.  Cannella,  as  President  and Daniel J.  Romano as  Assistant  Secretary  of
FutureOne, Inc., a Nevada corporation.

         WITNESS my hand and official seal.

         My commission expires:
                                 ------------------------

(SEAL)
                                                     ---------------------------
                                                     Notary Public



                                       6
<PAGE>