FutureLink Corp. ▼

                          FUTURELINK DISTRIBUTION CORP.
                    DEBENTURE AND WARRANT PURCHASE AGREEMENT


THIS DEBENTURE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of March 2, 1999, by and between FUTURELINK DISTRIBUTION CORP.,
a Colorado corporation ("Seller") and AUGUSTINE FUND, LP, an Illinois
corporation ("Buyer"), with respect to the following facts:

A)   Seller desires to sell to the Buyer, and Buyer desires to purchase from the
     Seller up to $500,000 of a 8% Convertible Debenture (the " . . .

                              EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of December 4, 2000, by and between FUTURELINK CORP., a Delaware corporation
("Company"), and Howard E. Taylor ("Executive").

                                        I
                                   EMPLOYMENT

        1.1 Position and Duties. The Company hereby engages and employs
Executive as President and Chief Executive Officer, reporting to the Company's
Board of Directors (the "Board"), and Executive  . . .

                           LOAN TERMINATION AGREEMENT


         This Loan Termination Agreement ("Termination Agreement") made this
30th day of June, 2000 by and between FUTURELINK CORP. (the "Company") and
VINCENT L. ROMANO JR. ("Romano").

         WHEREAS, the Company's predecessor in interest and Romano entered into
a Loan Agreement dated July 15, 1999 which was effective August 1, 1999 and
which was previously modified by a First Amendment to Loan Agreement which was
effective November 15, 1999 (collectively "Loan Agreement"); and

      . . .

                                    [FUTURELINK LOGO]
NEWS RELEASE

<TABLE>
<S>                                                                <C>
FOR IMMEDIATE RELEASE

CONTACTS:
The Financial Relations Board/ BSMG WORLDWIDE                      FutureLink - Troy Cleland
General Information: Kristen Kopay (310) 442-0599 xtn 222          Investor Relations
Investors: Lisa Mueller (310) 442-0599 xtn 236                     (888) 464-2768
Media: Carl Dameron (310) 442-0599 xtn 251                         Invrel@futurelink.net
< . . .

                          REGISTRATION RIGHTS AGREEMENT

                                 by and between

                                FUTURELINK CORP.

                                       and

                         The INITIAL HOLDER Specified on
                           the Signature Pages Hereof

                          Dated as of November 16, 2000



                                       1
<PAGE>   2

             REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of
November 16, 2000, by and between FutureLink Corp., a  . . .

                         REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT ("Agreement") by and among FutureLink
Distribution Corp. (the "Company") and Sicola, Martin, Koons & Frank, Inc., a
Texas corporation (the "Stockholder") is entered into effective September 8,
1999.

                                    RECITALS

     WHEREAS, the Company and the Stockholder are parties to a 1999
Client/Agency Proposal dated August 7, 1999, as revised September 8, 1999, and
October 22, 1999 (the "Agency Agreement") pursuant  . . .

                          REGISTRATION RIGHTS AGREEMENT


     REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of December 20,
1999, by and among Futurelink Corp., a Delaware corporation (the "Company") and
the persons listed in Schedule 1 hereto (each a "Vendor" and collectively the
"Vendors").

                              Terms and Conditions

     In consideration of the mutual covenants and agreements contained in this
Agreement and the Sale and Purchase Agreement, and intending to be legally
bound, the parties hereto agree as  . . .

                                 FUTURELINK CORP.

                             SHARE PLEDGE AGREEMENT


          THIS AGREEMENT made this 4th day of May, 2000,


BETWEEN:


                   FUTURELINK CORP., a Delaware corporation
                                (the "Pledgor")

                                                               OF THE FIRST PART


                                     -and-


                       CANADIAN IMPERIAL BANK OF COMMERCE.
                           a Canadian chartered bank
                                 (the " . . .

                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
            STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET

               [AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION LOGO]

1. BASIC PROVISIONS ("Basic Provisions")

1.1 PARTIES: This Lease ("Lease"), dated for reference purposes only, April 27,
2000, is made by and between OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION
("LESSOR") and FUTURELINK MICRO VISIONS CORP., A DELAWARE CORPORATION,
("LESSEE"), (collectively the "Parties," or individually a " . . .

                                FUTURELINK CORP.

                        6,000,000 SHARES OF COMMON STOCK

                             UNDERWRITING AGREEMENT

                               ____________, 2000

                            BEAR, STEARNS & CO. INC.
                              C.E. UNTERBERG TOWBIN


<PAGE>   2

                                                                __________, 2000

Bear, Stearns & Co. Inc.
C.E. Unterberg, Towbin
c/o  Bear, Stearns & Co. Inc.
     245 Park Avenue
     New York, New York  10167

Ladies and  . . .