PROMISSORY NOTE AND SECURITY AGREEMENT

                                 PROMISSORY NOTE

$263,329.14                                                        June 30, 2000
                                                                Phoenix, Arizona

FOR VALUE RECEIVED,  the adequacy and sufficiency of which are hereby  expressly
acknowledged, the undersigned Brian Smith and Abcon, Inc, jointly and severally,
(the "MAKERS")  promises and agrees to pay to the order of OPEC CORP, a Colorado
corporation and FutureOne, Inc., a Nevada corporation ("HOLDERS"), at such place
as Holders may designate from time to time in writing,  the principal  amount of
TWO HUNDRED SIXTY THREE  THOUSAND,  THREE HUNDRED  TWENTY NINE & 14/100  DOLLARS
($263,329.14) payable as follows:

SEVENTY THOUSAND SEVEN HUNDRED EIGHTY NINE & 00/100 DOLLARS ($70,789.00) with no
interest, on or before July 20, 2000.

ONE HUNDRED  FIFTY NINE  THOUSAND,  ONE HUNDRED  NINETY  THREE & 17/100  DOLLARS
($159,193.17) with no interest, on or before July 31, 2000.

The balance of THIRTY THREE  THOUSAND,  THREE HUNDRED FORTY SIX & 97/100 DOLLARS
($33,346.97)or  so much  thereof as may be  outstanding  hereunder  from time to
time,  with  interest  to accrue on the  unpaid  principal  balance at a rate of
FIFTEEN PERCENT (15%%) per annum,  with principal and accrued  interest  thereon
payable  monthly  on the 25th of each  month in the  amount of FIVE  THOUSAND  &
00/100  Dollars  ($5,000.00)  until the  entire  unpaid  principal  and  accrued
interest thereon is paid in full. At Maker's  election,  payments may be made by
bank wire  transfer at Maker's  expense and Holder shall  furnish the  requisite
information.

To secure  payment  and  performance,  this Note is secured by certain  business
equipment and all accounts, including accounts receivable and contract rights of
Maker ("Collateral"), all in accordance with the Security Agreement of even date
herewith.

This Note shall  evidence a portion of the Purchase  Price  payable  pursuant to
Section 3(d) of that certain Stock Purchase  Agreement between the Maker and the
Holder (as amended from time to time, the "Stock Purchase Agreement"). The Maker
shall have the right to prepay this Note in full or in part at any time  without
penalty,  premium or notice. All payments and prepayments shall be applied first
to any Expenses (as defined below),  second to accrued and unpaid interest,  and
third to principal.  Principal and interest  shall be payable in lawful money of
the United States of America.

Maker  agrees that upon the  occurrence  of an Event of Default (as  hereinafter
defined) hereunder,  (a) the Maker will pay all costs and expenses of collection
of this Note,  including  reasonable  attorney's fees  ("Expenses");  (b) at the
option of the  Holder,  the  unpaid  principal  balance  of this Note along with
accrued and unpaid  interest  shall become due and payable  immediately  without
notice;  and (c) Holder may utilize any available  remedies,  including  without
limitation  any remedies  available  against the  Collateral,  under Arizona law
and/or under the Uniform  Commercial  Code,  at law or in equity,  in such order
and/or combination as Holder may elect in its sole and absolute discretion.  For
purposes of this Note, an "Event of Default" shall mean (a) any failure by Maker

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to pay when due any installment or principal or interest under this Note,  which
failure is not cured within ten (10) days of written notice thereof by Holder to
the Maker, (b) any general assignment by Maker for the benefit of creditors, (c)
any filing of a voluntary  bankruptcy  petition by Maker,  and (d) any filing of
any involuntary bankruptcy petition against Maker, which filing is not dismissed
within 90 days thereof.

Failure of the Holder to exercise any option  hereunder  shall not  constitute a
waiver of the right to exercise the same in the event of any subsequent  default
or breach,  or in the event of  continuance  of any  existing  default or breach
after demand for performance thereof.

The Maker, sureties,  guarantors and endorsers,  if any, severally waive demand,
diligence,  presentment  for  payment,  protest  and notice of demand,  protest,
nonpayment and exercise of any option hereunder.  The granting without notice of
any  extension  or  extensions  of time  for  payment  of any  sum or  sums  due
hereunder,  or the  taking or  release of  security  shall in no way  release or
discharge the liability of Maker or any surety, guarantor or endorser.

No  provision  of this Note is  intended to or shall  require or permit  Holder,
directly or indirectly,  to take,  collect or receive in money,  goods or in any
other form, any interest in excess of that  permitted by applicable  law. If any
amount due from or paid by Maker  shall be  determined  by a court of  competent
jurisdiction  to be interest in excess of such maximum rate,  Maker shall not be
obligated to pay such excess and, if paid,  such excess shall be applied against
the unpaid  principal  balance of this Note,  or if and to the extent  that this
Note has been paid in full, such excess shall be remitted to Maker.

The  provisions  of this Note shall be binding  upon and inure to the benefit of
the heirs,  personal  representatives,  successors  and  assigns of the  parties
hereto.

This Note shall be governed by and construed in accordance  with the laws of the
State of Arizona without regard to conflicts of law principles.

IN WITNESS  WHEREOF,  Maker has  executed  this Note as of the date first stated
above.

MAKERS" (JOINTLY AND SEVERALLY)


---------------------------------------
Brian Smith

ABCON, INC.

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

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

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

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<PAGE>
                               SECURITY AGREEMENT

DEBTOR:

Name:          Abcon, Inc.
Address:       PO Box 2198, Chandler, AZ 85244-2198
               Attn: Brian Smith, President

               and

Name:          Brian Smith
Address:       21108 South 196th Street

               Queen Creek, Arizona  85242

SECURED PARTY:

Name:          OPEC CORP, a Colorado corporation
Address:       5930 Paonia Court
               Colorado Springs, CO 80915

               and

Name:          FutureOne, Inc.
Address:       4250 East Camelback Road, Suite K124
               Phoenix, AZ 85018

DATE:          June 30, 2000.

Debtor,  for good and sufficient  consideration,  the receipt of which is hereby
acknowledged,  hereby  grants  to  Secured  Party  a  security  interest  in the
following  property  and any and all  additions,  accessions  and  substitutions
thereto or thereof (hereinafter referred to as the "Collateral"):

     All of  Debtor's  accounts  (including  accounts  receivable  and  contract
     rights)  whether now owned or hereafter  acquired,  whether now existing or
     hereafter arising,  together with all records and data relating to Debtor's
     accounts including Debtor's rights in and to all computer software required
     to  utilize,  create,  maintain,  and  process  such  records  or  data  on
     electronic media.

     All  Equipment,  if any, as may be noted on any attached  Exhibit A to this
     Security Agreement

TO SECURE PAYMENT AND  PERFORMANCE  UNDER THAT CERTAIN  PROMISSORY  NOTE OF EVEN
DATE HEREWITH, PAYABLE TO THE SECURED PARTY.

1. DEBTOR  WARRANTS AND COVENANTS.  Debtor  expressly  warrants and covenants as
follows:

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a. That except for the security  interest  granted  hereby  Debtor is, or to the
extent that this  agreement  states that the  Collateral is to be acquired after
the date  hereof,  will be, the owner of the  Collateral  free from any  adverse
lien,  security  interest  or  encumbrances;  and that  Debtor  will  defend the
Collateral  against all claims and  demands of all persons at any time  claiming
the same or any interest therein.

b. The Collateral issued or bought is primarily for use in business.

c.  Promptly  to  notify  Secured  Party of any  change in the  location  of the
Collateral.

d. To pay all  taxes  and  assessments  of every  nature  which may be levied or
assessed against the Collateral.

e. Not to permit or allow any adverse  lien,  security  interest or  encumbrance
whatsoever  upon the  Collateral  and not to permit the same to be  attached  or
replevined.

f. That the Collateral is in good  condition,  and that Debtor will, at Debtor's
own expense, keep the same in good condition.  The Secured Party may examine and
inspect the Collateral at any reasonable time upon notice.

g. That the Debtor will not use the  Collateral  in violation of any  applicable
statutes, regulations or ordinances.

h. That the Debtor will keep the  Collateral at all times insured  against risks
of loss or damage by fire (including  so-called  extended  coverage),  theft and
such other  casualties as the Secured Party may  reasonable  require,  including
collision  in the case of any motor  vehicle,  all in such  amounts,  under such
forms of  policies,  upon such  terms,  for such  periods  and  written  by such
companies or underwriters as the Secured Party may approve,  losses in all cases
to be payable to the Secured Party and the Debtor as their interests may appear.
All policies of  insurance  shall  provide for at least ten days' prior  written
notice of  cancellation  to the Secured Party;  and the Debtor shall furnish the
Secured Party with certificates of such insurance or other evidence satisfactory
to the Secured Party as to  compliance  with the  provisions of this  paragraph.
Secured  Party may act as an attorney  for the Debtor in making,  adjusting  and
settling  claims under or canceling  such  insurance  and endorsing the Debtor's
name on any drafts drawn by insurers of the Collateral.

2. PERFECTION OF SECURITY INTEREST.  DEBTOR HEREBY APPOINTS SECURED PARTY AS ITS
IRREVOCABLE   ATTORNEY-IN-FACT  FOR  THE  PURPOSE  OF  EXECUTING  ANY  DOCUMENTS
NECESSARY  TO PERFECT  OR TO  CONTINUE  THE  SECURITY  INTEREST  GRANTED IN THIS
AGREEMENT.  DEBTOR  WILL  REIMBURSE  SECURED  PARTY  FOR  ALL  EXPENSES  FOR THE
PERFECTION AND THE  CONTINUATION OF THE PERFECTION OF SECURED  PARTY'S  SECURITY
INTEREST IN THE COLLATERAL.

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<PAGE>
3. NO VIOLATION.  The execution and delivery of this  Agreement will not violate
any law or agreement  governing  Debtor or to which Debtor is a party,  and will
not cause Debtor to be in default of any agreement to which it is a party.

4.  ENFORCEABILITY  OF  COLLATERAL.  To the extent the  Collateral  consists  of
accounts,  chattel paper, or general intangibles,  the Collateral is enforceable
in accordance  with its terms,  is genuine,  and complies with  applicable  laws
concerning  form,  content  and manner of  preparation  and  execution,  and all
persons  appearing to be obligated on the Collateral have authority and capacity
to contract and are in fact obligated as they appear to be on the Collateral. At
the time any account becomes subject to a security  interest in favor of Secured
Party, the account shall be a good and valid account representing an undisputed,
bona fide  indebtedness  incurred by the account debtor,  for  merchandise  held
subject to delivery  instructions and theretofore  shipped or delivered pursuant
to a contract of sale, or for services  theretofore  performed by Debtor with or
for the account debtor;  there shall be no setoffs or counterclaims  against any
such account;  and no agreement  under which any  deductions or discounts may be
claimed shall have been made with the account  debtor except those  disclosed to
Secured Party in writing.

5.  TRANSACTIONS  INVOLVING  COLLATERAL.  Except for inventory  sold or accounts
collected in the ordinary course of Debtor's  business,  or as otherwise  agreed
between the Parties, Debtor shall not sell, offer to sell, or otherwise transfer
or  dispose  of the  Collateral.  While  Debtor  is not in  default  under  this
Agreement,  Debtor may sell  inventory,  but only in the ordinary  course of its
business  and only to buyers who  qualify as a buyer in the  ordinary  course of
business.  A sale in the ordinary course of Debtor's business does not include a
transfer  in partial or total  satisfaction  of a debt or any bulk sale.  Debtor
shall not pledge,  mortgage,  encumber or otherwise  permit the Collateral to be
subject to any lien,  security interest or encumbrance,  other than the security
interest  provided for in this  Agreement,  without the prior written consent of
Secured Party. This includes  security  interests even if junior in right to the
security interests granted under this Agreement. Unless waived by Secured Party,
all proceeds from any disposition of the Collateral (for whatever  reason) shall
be held in trust for Secured  Party and shall not be  commingled  with any other
funds;  provided,  however,  this  requirement  shall not constitute  consent by
Secured  Party to any sale or other  disposition.  Upon  receipt,  Debtor  shall
immediately deliver any such proceeds to Secured Party.

6. COLLATERAL SCHEDULES AND LOCATIONS.  As often as Secured Party shall require,
and insofar as the  Collateral  consists of  accounts  and general  intangibles,
Debtor shall deliver to Secured Party  schedules of such  Collateral,  including
such  information  as Secured Party may require,  including  without  limitation
names and  address  of  account  debtors  and  agings of  accounts  and  general
intangibles.  Insofar as the  Collateral  consists of inventory  and  equipment,
Debtor shall deliver to Secured Party,  as often as Lender shall  require,  such
lists,  descriptions,  and  designations of such Collateral as Secured Party may
require to identify the nature,  extent,  and location of such Collateral.  Such
information  shall be  submitted  for  Debtor  and each of its  subsidiaries  or
related companies.

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<PAGE>
7. DEBTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until default,  Debtor
may have possession of the tangible  personal property and beneficial use of all
the  Collateral and may use it in any lawful manner not  inconsistent  with this
Agreement or the Promissory Note, provided that Debtor's right to possession and
beneficial  use  shall  not  apply  to any  Collateral  when  possession  of the
Collateral  by  Secured  Party is  required  by law to perfect  Secured  Party's
security interest in such Collateral. Until otherwise notified by Secured Party,
Debtor may collect any of the  Collateral  consisting  of  accounts.  If Secured
Party at any time has possession of any  Collateral,  whether before or after an
Event of Default,  Secured  Party shall be deemed to have  exercised  reasonable
care in the custody and  preservation  of the  Collateral if Secured Party takes
such action for that purpose as Debtor  shall  request or as Secured  Party,  in
Secured Party's sole discretion, shall deem appropriate under the circumstances,
but failure to honor any request by Debtor shall not of itself be deemed to be a
failure to exercise reasonable care. Secured Party shall not be required to take
any steps  necessary  to preserve  any rights in the  Collateral  against  prior
parties,  nor to protect,  preserve or maintain any security  interest  given to
secure the indebtedness.

8.  EXPENDITURES BY SECURED PARTY.  If not discharged or paid when due,  Secured
Party may (but shall not be obligated to) discharge or pay any amounts  required
to be  discharged  or paid by Debtor  under this  Agreement,  including  without
imitation all taxes, liens, security interests,  encumbrances, and other claims,
at any time  levied or placed on the  Collateral.  Secured  Party  also may (but
shall  not be  obligated  to)  pay  all  costs  for  insuring,  maintaining  and
preserving the  Collateral.  All such  expenditures  incurred or paid by Secured
Party for such  purposes  will then bear  interest at the rate charged under the
Promissory  Note from the date  incurred or paid by Secured Party to the date or
repayment by Debtor.  All such expenses shall become a part of the  indebtedness
and, at Secured Party's option,  will (a) be payable on demand,  (b) be added to
the  balance  of the Note  and be  apportioned  among  and by  payable  with any
installment  payments to become due during either (i) the term of any applicable
insurance  policy or (ii) the remaining term of the Note, or (c) be treated as a
balloon  payment  which will be due and  payable at the  Note's  maturity.  This
Agreement  also will  secure  payment of these  amounts.  Such right shall be in
addition to all other rights and remedies to which Secured Party may be entitled
upon the occurrence of an Event of Default.

9. APPOINT  RECEIVER.  To the extent  permitted by applicable law, Secured Party
shall have the  following  rights and remedies  regarding the  appointment  of a
receiver:  (a) Secured Party may have a receiver appointed as a matter of right,
(b) the receiver may be an employee of Secured Party and may serve without bond,
and (c) all fees of the receiver  and his or her  attorney  shall become part of
the Indebtedness  secured by this Agreement and shall be payable on demand, with
interest at the Note rate from date of  expenditure  until repaid.  The receiver
may be appointed by a court of competent  jurisdiction upon ex parte application
and without notice, notice being expressly waived.

10. POWER OF ATTORNEY.  Debtor  hereby  appoints  Secured  Party as its true and
lawful attorney-in-fact,  irrevocably, with full power of substitution to do the
following:  (a) to demand,  collect,  receive,  receipt for, sue and recover all
sums of money or other property which may now or hereafter  become due, owing or
payable  form the  Collateral;  (b) to  execute,  sign and  endorse  any and all

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<PAGE>
claims, instruments,  receipts, checks, drafts or warrants issued in payment for
the Collateral; (c) to settle or compromise any and all claims arising under the
Collateral,  and,  in the place and stead of Debtor,  to execute and deliver its
release and settlement for the claim;  and (d) to file any claim or claims or to
take any action or institute or take part in any proceedings,  either in its own
name or in the name of Debtor, or otherwise,  which in the discretion of Secured
Party may seem to be necessary or advisable. This power is given as security for
the Indebtedness, and the authority hereby conferred is and shall be irrevocable
and shall remain in full force and effect until renounced by Secured Party.

UNTIL DEFAULT  DEBTOR MAY HAVE  POSSESSION OF THE  COLLATERAL  AND USE IT IN ANY
LAWFUL MANNER, AND UPON DEFAULT, SECURED PARTY SHALL HAVE THE IMMEDIATE RIGHT TO
THE POSSESSION OF THE COLLATERAL.

11. EVENTS OF DEFAULT.  Debtor under this Agreement upon the happening of any of
the following events or conditions:

(a)  default in the  payment  or  performance  of any  obligation,  covenant  or
liability  contained or referred to in this Security  Agreement herein, the Note
or in any document evidencing the same;

(b) the making or furnishing of any warranty,  a representation  or statement to
Secured  Party by or on behalf of Debtor  which proves to have been false in any
material respect when made or furnished;

(c) loss, theft,  damage,  destruction,  sale or encumbrance to or of any of the
Collateral, or the making of any levy seizure or attachment thereof or thereon;

(d) death, dissolution,  termination of existence, insolvency, business failure,
appointment  of a receiver of any part of the  property of,  assignment  for the
benefit  of  creditors  by, or the  commencement  of any  proceedings  under any
bankruptcy  or  insolvency  laws of, by or against  Debtor or any  guarantor  or
surety for Debtor.

Upon such default and at any time  thereafter,  or if it deems itself  insecure,
Secured Party may declare all  Obligations  secured hereby  immediately  due and
payable and shall have the  remedies of a secured  party under  Article 9 of the
Arizona Uniform  Commercial  Code.  Secured Party may require Debtor to assemble
the  Collateral  and deliver or make it available to Secured Party at a place to
be designated  by Secured Party which is reasonable  convenient to both parties.
Expenses of retaking,  holding,  preparing  for sale,  selling or the like shall
include Secured Party's reasonable attorney's fees and legal expenses.

No waiver by Secured Party of any default shall operate as a waiver of any other
default or of the same default on a future occasion. The taking of this security
agreement  shall not waive or impair any other  security  said Secured Party may
have or hereafter acquire for the payment of the above  indebtedness,  nor shall
the  taking  of any such  additional  security  waive or  impair  this  security
agreement;  but said Secured Party may resort to any security it may have in the
order it may deem proper, and notwithstanding any collateral  security,  Secured
Party shall retain its rights of set-off against Debtor.

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<PAGE>
All  rights  of  Secured  Party  hereunder  shall  inure to the  benefit  of its
successors  and  assigns;  and all  promises and duties of Debtor shall bind his
heirs, executors or administrators or his or its successors or assigns. If there
be more than one Debtor, their liabilities hereunder shall be joint and several.

Dated this 30th day of June, 2000.


DEBTOR:                                 DEBTOR


By: Abcon, Inc.                         By: Brian Smith


Name:                                   Name:
      ------------------------------          ------------------------------
Title:
      ------------------------------

                                        8
<PAGE>
                                  RESIGNATIONS

I hereby resign as an Officer and/or Director of Abcon, Inc. effective as of the
Closing  Date of the Stock  Purchase  Agreement  of which this exhibit is made a
part hereof.


--------------------------------------
Earl J. Cook


--------------------------------------
Donald D. Cannella


--------------------------------------
Bradley G. Black

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<PAGE>
                             OTHER SETTLEMENT ITEMS

OPEC Loan to Abcon                                                   $39,000.00


Loan payments made by OPEC on behalf of Abcon:

     Truck #33 (3 Months)                              $ 2,570.70
     Truck #45 (3 Months)                                2,224.08
     Truck #47 (4 Months)                                3,959.88
     Truck #50 (3 Months)                                2,571.99
                                                       ----------
                                                                      11,326.65

FICA on 12-31-99 stock paid by OPEC                                    2,669.49
                                                                     ----------
                                                                      52,996.14

Less: Invoices from Abcon to OPEC                                     37,306.40
                                                                     ----------

Net due OPEC to be added to purchase Note                            $15,689.74
                                                                     ==========

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