<SEQUENCE>43

<FILENAME>0043.txt

<DESCRIPTION>ASSET SALE AND PURCHASE AGREEMENT

<TEXT>



                        ASSET SALE AND PURCHASE AGREEMENT



This Sale and Purchase Agreement, entered into as of the 12th day of October

2000 by and between FutureOne Inc., a Nevada corporation and FutureOne, Inc. an

Arizona corporation (hereinafter collectively "FutureOne) and R. Tucker

Woodbury, an individual, ( hereinafter "RTW") shall set forth the terms and

conditions whereby RTW will purchase the business division of FutureOne, which

is currently operated under the business name of Rocket Science Creative

(hereinafter "RSC") effective as of October 6, 2000.



                                    RECITALS



         WHEREAS, FutureOne is the owner and operator of the business known as

RSC, located in Phoenix, Arizona and FutureOne is willing to sell all of the

assets and the business of RSC to RTW under the terms and conditions contained

herein.



         WHEREAS, RTW is an individual residing in Phoenix, Arizona and is

willing to purchase the assets and business of RSC now owned by FutureOne and to

assume certain liabilities of RSC under the terms and conditions contained

herein.



         Accordingly, in consideration of the mutual covenants and agreements

contained herein, it is agreed that RSC shall be acquired by RTW (the

"Acquisition"), and that the terms and conditions of the Acquisition, the mode

of carrying same into effect, the assets and liabilities and such other

provisions as are deemed necessary or desirable to be effected by the

Acquisition are defined herein.



         NOW, THEREFORE, in consideration of the premises and the mutual

promises herein made, and in consideration of the representations, warranties,

and covenants herein contained, the Parties agree as follows:



                              TERMS OF ACQUISITION



         1. ACQUISITION. RSC shall be acquired by RTW in an asset purchase as

defined herein and FutureOne shall continue in existence doing business as

"FutureOne. From and after the Acquisition, the corporate existence of

FutureOne, with all its rights, privileges, immunities, powers and purposes,

shall continue unaffected and unimpaired by the Acquisition.



         2. CLOSING AND EFFECTIVE TIME. The consummation of the Acquisition of

RSC by RTW (the "Closing") shall take place at the offices of FutureOne, Inc. at

2:00 PM, Arizona time, on the first day after which (a) all conditions set forth

in this Agreement have been satisfied; or (b) at such other place, date, and

time as may be agreed upon by FutureOne and RTW. The parties hereby agree that

irrespective of the Closing Date the effective date ("Effective Date") shall be

October 6, 2000. The date on which the closing shall take place shall be

hereinafter referred to as the "Closing Date."



         3. EFFECT OF ACQUISITION. After the Effective Date, the effects of the

consummation of the Acquisition on RTW shall be that RSC shall operate as if RSC

is no longer a business of FutureOne and all financial transactions executed by

RSC shall be for the account of RSC and RTW and shall have no effect on

FutureOne.

<PAGE>

                      PURCHASE PRICE AND MANNER OF PAYMENT



         1. BASE PURCHASE PRICE. RTW shall pay to FutureOne, the sum as

determined below, in exchange for the all of the tangible and intangible assets

of RSC, as described on the Bill of Sale as per Exhibit A attached hereto. It is

agreed that the Accounts Receivable and Work in Process specified on the

attached Exhibit A shall be specified as owned by RSC or FutureOne, with RSC

specifying, at its sole option, those receivables which it intends to purchase.

Such accounts receivable or work in process shall not exceed sixty percent (60%)

of the total of all accounts receivable indicated on the list and the parties

agree that only the accounts receivable and work in process specified on the

bill of sale as RSC accounts receivable and work in process are actually being

transferred to RSC on said bill of sale and all others are being retained by

FutureOne.



Such transfer is being made free from any liens or encumbrances except as

disclosed on Exhibit B attached hereto. It is agreed that the Accounts Payable

specified on the attached Exhibit B shall be specified as assumed by RSC or

FutureOne, with RSC specifying, at its sole option, those accounts payable which

it intends to assume. Such accounts payable assumed by RSC shall not be less

than Fifty Thousand & 00/100 Dollars of the total of all accounts payable

indicated on the list and the parties agree that only the accounts payable

specified on the bill of sale as RSC accounts payable are actually being assumed

by RSC on said Exhibit B and all others are being retained by FutureOne.



The purchase price shall be determined and paid as follows:



     1)   Seventy Five Thousand and 00/100 Dollars ($75,000.) paid at closing.

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