LOAN AGREEMENT

         THIS LOAN AGREEMENT  (this  "Agreement") is made as of July 1, 1996, by
and between SAGE RESOURCES,  INC.  (referred to herein as the  "Borrower"),  and
MAROON BELLS CAPITAL PARTNERS, INC. (referred to herein as the "Lender").

                                 R E C I T A L S

         A.  Lender  has  agreed  to lend up to Five  Hundred  Thousand  Dollars
($500,000) to Borrower pursuant to a Convertible  Secured  Promissory Note dated
July 1, 1996 (the "Note").

         NOW, THEREFORE, in consideration of the covenants and conditions herein
contained, the parties agree as follows:

         1.       DEFINITIONS.

                  (a)      As  used  herein,  the following terms shall have the
         meanings set forth below:

                  "Agreement" shall mean this Loan Agreement, as the same may be
         amended and supplemented as hereinafter provided.

                  "Assignment, Pledge and Security Agreement" means that certain
         Assignment, Pledge and Security Agreement of even date between Borrower
         and Lender.

                  "Event of  Default"  shall mean the  occurrence  of any of the
         events listed in paragraph  6(a) and the  expiration of any  applicable
         notice and cure period provided therein.

                  "Interest Rate" shall mean ten percent (10%) per annum.

                  "Loan"  shall mean the loan from Lender to Borrower  described
         in this Agreement in the principal amount of the Loan Amount.

                  "Loan Amount"  shall mean the amount of Five Hundred  Thousand
         Dollars ($500,000).

                  "Loan  Documents"  shall  mean this Agreement, the Assignment,
         Pledge and Security Agreement, and the Note.

                  "Maturity Date" shall mean the date of Closing as contemplated
         in the proposed Stock Purchase  Agreement  between the  Shareholders of
         COM TECH  International  Corporation  and Borrower  unless such Closing
         does not occur within  thirty (30) days from the date  hereof.  If such
         Closing  does not occur  within the  thirty  (30) day time  frame,  the
         Maturity Date will be ninety (90) days thereafter.



<PAGE>



                  "Person"  shall mean any natural  person,  any  unincorporated
         association,  any corporation,  any partnership, any joint venture, any
         trust, any other legal entity, or any governmental authority.

                  (b)  Accounting  Terms.  For purposes of this  Agreement,  all
         accounting terms not otherwise  defined herein or in the Recitals shall
         have  the  meanings  assigned  to them  in  conformity  with  Generally
         Acceptable Accounting Practices and Principles.

         2.       THE LOAN

                  (a)    Agreement to Lend and Borrow.  Subject to the terms and
         conditions  of    this Agreement, Lender agrees to lend to Borrower and
         Borrower agrees to borrow from Lender the Loan Amount;

                  (b)     Evidence of Indebtedness.  The Loan shall be evidenced
         by the Note.  In    the event of any inconsistency between the Note and
         this Agreement, the provisions of this Agreement shall prevail;

                  (c) Security for Obligations.  The Loan shall be secured by an
         Assignment, Pledge and Security Agreement whereby Borrower shall pledge
         to Lender  its  rights,  title and  interest  in that  certain  Secured
         Promissory  Note of COM TECH,  dated June 27, 1996,  together  with all
         rights of Borrower under the Loan Agreement and Assignment,  Pledge and
         Security Agreement entered into in connection herewith;

                  (d)      Interest.  Interest at the Interest Rate shall accrue
         and become due and payable pursuant to the terms of the Note.  Interest
         shall be calculated on the basis of a 360-day year and 30-day month;

                  (e)  Payment  of  Principal  and  Interest.   The  outstanding
         principal  balance  of the  Loan,  together  with  all  unpaid  accrued
         interest  thereon,  and all other  amounts  payable  by  Borrower  with
         respect  to the  Note  or  pursuant  to the  terms  of any  other  Loan
         Documents,  shall be due and  payable  in  lawful  money of the  United
         States of America at 100 California Street,  Suite 1400, San Francisco,
         California,  94111 in same day funds,  not later than the Maturity Date
         in  accordance  with  the  Note.  If the  Closing  contemplated  by the
         proposed Stock Purchase  Agreement between the Shareholders of COM TECH
         International  Corporation  and  Borrower  occurs,  Lender may elect to
         convert the unpaid  principal  and  interest  of the Loan into  250,000
         shares of Borrower's  Common Stock at such Closing in  accordance  with
         the Note. Such shares will have one-time demand registration rights and
         piggy-back registration rights, as set forth in the Registration Rights
         Agreement  attached  hereto as Exhibit "A" and  incorporated  herein by
         this reference;

                  (f) Prepayment of Principal.  Borrower shall have the right to
         prepay the  Loan, in whole or in part, at any time,  without premium or
         penalty.


                                      - 2 -

 56259.2

<PAGE>



         3.       LOAN CLOSING

                  (a)  Closing.  The transactions contemplated in this Agreement
         shall  close  on  July 1,  1996, o r at such later date and time as the
         parties shall agree;

                  (b) Conditions Precedent.  Lender's obligation to disburse the
         Loan  and to  perform  the  remainder  of its  obligations  under  this
         Agreement are expressly  conditioned upon Borrower's delivery to Lender
         of the following documents, in form and content satisfactory to Lender,
         duly executed (and  acknowledged  where  necessary) by the  appropriate
         parties thereto:

                  (i)      This Agreement;

                  (ii)     The Note;

                  (iii)    The Assignment, Pledge and Security Agreement; and

                  (iv)    Such other documents as Lender may reasonably require.

         4. REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to
Lender that the representations  and warranties  contained in the proposed Stock
Purchase   Agreement   between   Borrower  and  the  Shareholders  of  COM  TECH
International  Corporation,  incorporated  herein by this  reference,  are true,
correct  and  complete  as of the date  hereof,  and will be true,  correct  and
complete as of the date of closing.

         5.   COVENANTS OF BORROWER.  As an inducement to Lender to execute this
Agreement and to disburse the Loan,  Borrower  hereby  covenants as set forth in
this  paragraph  5, which  covenants  shall remain in effect so long as the Note
shall remain unpaid;

                  (a)  Lender  Inspections.  Throughout  the  term of the  Loan,
         Borrower  will permit Lender and Lender's  representatives,  inspectors
         and  consultants  to audit,  examine and copy all contracts and records
         (including,  but not  limited  to,  financial  and  accounting  records
         pertaining  to the Loan)  and to  discuss  the  affairs,  finances  and
         accounts of Borrower with representatives of Borrower;

                  (b)   Financial Statements and Reports.  As soon as available,
         and  in  any  event   within  sixty (60) days of the end of each fiscal
         quarter  of Borrower,  Borrower  shall  furnish to Lender a copy of its
         financial  statements  as  filed  with  the  Securities  and   Exchange
         Commission;

                  (c)    Representations and Warranties.  Until repayment of the
         Note, the  representations  and  warranties of paragraph 4 shall remain
         true and complete;

                  (d)  Trade Names.  Borrower shall immediately notify Lender in
         writing of any  change in the legal, trade or fictitious business names
         used by Borrower and shall, upon

                                      - 3 -

 56259.2

<PAGE>



         Lender's request, execute any additional financing statements and other
         certificates  necessary  to  reflect  the  change  in  trade  names  or
         fictitious business names;

                  (e) Further  Assurances.  Borrower  shall  execute and deliver
         from time to time,  promptly after any request therefor by Lender,  any
         and all instruments, agreements and documents and shall take such other
         action as may be  necessary  or  desirable  in the opinion of Lender to
         maintain,  perfect or insure Lender's  security provided for herein and
         in the other Loan Documents,  all as Lender shall  reasonably  require,
         and  Borrower  shall pay all fees and  expenses  (including  reasonable
         attorneys' fees) related thereto;

                  (f) Notice of  Litigation.  Borrower will give, or cause to be
         given,  prompt written notice to Lender of (i) any action or proceeding
         which is  instituted  by or against it in any Federal or state court or
         before any  commission  or other  regulatory  body,  Federal,  state or
         local,  foreign  or  domestic,   or  any  such  proceedings  which  are
         threatened  against it which,  if  adversely  determined,  could have a
         material and adverse effect upon its business, operations,  properties,
         assets,  management,  ownership or condition  (financial or otherwise),
         and (ii) any other  action,  event or condition of any nature which may
         have a material  and  adverse  effect  upon its  business,  operations,
         management,  assets,  properties,  ownership or condition (financial or
         otherwise),  or  which,  with  notice  or lapse of time or both,  would
         constitute an Event of Default or a default  under any other  contract,
         instrument or agreement to which it is a party or to which it or any of
         its properties or assets may be bound or subject;

                  (g) No Impairment.  The Borrower will not, by amendment of its
         Certificate of Incorporation  or Bylaws or through any  reorganization,
         transfer of assets, consolidation,  merger, dissolution,  issue or sale
         of securities or any other voluntary action, avoid or seek to avoid the
         observance or  performance  of any of the terms of the Loan  Documents,
         but will at all times in good faith  assist in the  carrying out of all
         such terms and in the taking of all such actions as may be necessary or
         appropriate in order to protect the rights of the Lender hereunder.

         6.       EVENTS OF DEFAULT AND REMEDIES

                  (a)      Events of Default.  The occurrence of any one or more
         of  the  following  shall  constitute  an  Event  of Default under this
         Agreement:
 
                           (i)    Failure by Borrower to pay any monetary amount
                  when due under any Loan Document;

                           (ii)  Failure by Borrower  to perform any  obligation
                  not  involving  the  payment of money,  or to comply  with any
                  other term or condition applicable to Borrower, under any Loan
                  Document  and the  expiration  of ten (10) days after  written
                  notice of such failure by Lender to Borrower;


                                      - 4 -

 56259.2

<PAGE>



                           (iii) Failure by Borrower to perform any  obligation,
                  or to comply with any other term or  condition  applicable  to
                  Borrower,  under any agreement  entered into between  Borrower
                  and COM TECH International Corporation;

                          (iv) Any representation or warranty by Borrower in any
                  Loan Document is materially false, incorrect, or misleading as
                  of the date made;

                           (v) The occurrence of any event  (including,  without
                  limitation, a change in the financial condition,  business, or
                  operations  of  Borrower  for  any  reason   whatsoever)  that
                  materially  and  adversely  affects the ability of Borrower to
                  perform any of its obligations under the Loan Documents;

                           (vi)  Borrower (1) is unable or admits in writing its
                  inability to pay its monetary  obligations as they become due,
                  (2) makes a general  assignment  for the benefit of creditors,
                  or (3)  applies  for,  consents  to,  or  acquiesces  in,  the
                  appointment  of a trustee,  receiver,  or other  custodian for
                  Borrower or the property of Borrower or any part  thereof,  or
                  in the absence of such application,  consent, or acquiescence,
                  a trustee,  receiver,  or other  custodian  is  appointed  for
                  Borrower or the property of Borrower or any part thereof,  and
                  such appointment is not discharged within sixty (60) days;

                           (vii)  Commencement  of any case under the Bankruptcy
                  Code,  Title 11 of the United States Code, or  commencement of
                  any    other    bankruptcy    arrangement,     reorganization,
                  receivership,  custodianship,  or similar proceeding under any
                  Federal, state, or foreign law by or against Borrower and with
                  respect to any such case or  proceeding  that is  involuntary,
                  such case or proceeding is not dismissed with prejudice within
                  sixty (60) days of the filing thereof;

                           (viii) Any  litigation  or  proceeding  is  commenced
                  before  any  governmental   authority   against  or  affecting
                  Borrower or the  property of Borrower or any part  thereof and
                  such  litigation or proceeding is not defended  diligently and
                  in good faith by Borrower;

                           (ix) All or any part of the  property  of Borrower is
                  attached,  levied upon, or otherwise  seized by legal process,
                  and such attachment,  levy, or seizure is not quashed, stayed,
                  or released within twenty (20) days of the date thereof;

                           (x)   The occurrence of any Event of Default, as such
                  term is defined in any other Loan Document.

                  (b)  Remedies.  Notwithstanding  any provision to the contrary
         herein or any of the other Loan  Documents,  upon the  happening of any
         Event of  Default  under  this  Agreement,  or upon an Event of Default
         under  any of the other  Loan  Documents,  Lender  shall  have,  at its
         option,  and in  addition  to any other  remedies  provided in the Loan
         Document   breached  by  Borrower,   (i)  the  option  to  declare  all
         outstanding

                                      - 5 -

 56259.2

<PAGE>



         indebtedness  to be immediately  due and payable  without  presentment,
         demand,  protest or notice of any kind;  (ii) the right, at its option,
         to apply any of Borrower's  funds in its possession to the  outstanding
         indebtedness  under the Note,  whether or not such indebtedness is then
         due; and (iii) the right to exercise all rights and remedies  available
         to it under any or all of the Loan Documents. Nothing contained in this
         Agreement or in any of the Loan Documents  shall in any way restrict or
         limit the rights,  remedies and recourse to all assets for Borrower for
         all  amounts  due and  payable  with  respect to the Loan and all other
         amounts due under the Loan Documents.

         7.       MISCELLANEOUS

                  (a)   Assignment.  Borrower shall not assign any of its rights
         under this Agreement;

                  (b) Notices. All notices, requests, demands and consents to be
         made  hereunder to the parties  hereto shall be in writing and shall be
         delivered by hand or sent by registered mail or certified mail, postage
         prepaid,  return  receipt  requested,  through the United States Postal
         Service to the  addresses  shown below or such other  address which the
         parties  may  provide  to one  another  in  accordance  herewith.  Such
         notices,  requests,  demands  and  consents,  if sent by mail  shall be
         deemed given two (2) business  days after  deposit in the United States
         mail, and if delivered by hand, shall be deemed given when delivered;

                  To Lender:                Maroon Bells Capital Partners, Inc.
                                            100 California Street, Suite 1400
                                            San Francisco, California, 94111

                  To Borrower:              Sage Resources, Inc.
                                            #10 Exchange Place, Suite 309
                                            Salt Lake City, Utah  84111

                  (c)  Authority to File Notices.  Borrower irrevocably appoints
         Lender  as  it  attorney-in-fact,  with  full power of substitution, to
         file for record, at the Borrower's cost   and expense and in Borrower's
         name,  any  notices  that  Lender  considers  necessary or desirable to
         protect its security;

                  (d)  Inconsistencies with the Loan Documents.  In the event of
         any   inconsistencies between the terms of this Agreement and any terms
         of any of the Loan  Documents, the terms of this Agreement shall govern
         and prevail;

                  (e)  Lender   Approval  of   Instruments   and  Parties.   All
         proceedings taken in accordance with transactions  provided for herein;
         all surveys,  appraisals and documents required or contemplated by this
         Agreement and the persons responsible for the execution and preparation
         thereof; shall be satisfactory to and subject to approval by Lender.

                                      - 6 -

 56259.2

<PAGE>



         Lender's  counsel shall be provided with copies of all documents  which
         they may reasonably request in connection with the Agreement;

                  (f)  Lender Determination of Facts.  Lender shall at all times
         be free to  establish independently, to its satisfaction, the existence
         or nonexistence of any fact or  facts, the existence or nonexistence of
         which is a condition of this Agreement;

                  (g)     Incorporation of Preamble, Recitals and Exhibits.  The
         preamble, recitals   and  exhibits  hereto are hereby incorporated into
         this Agreement;

                  (h)  Payment  of  Expenses.  Borrower  shall pay all taxes and
         assessments and all expenses,  charges,  costs and fees provided for in
         this Agreement or relating to the Loan, including,  without limitation,
         fees of any  consultants,  reasonable  fees and  expenses  of  Lender's
         counsel,  documentation  and processing fees,  printing and duplicating
         expenses, and air freight charges. Borrower hereby authorizes Lender to
         disburse the proceeds of the Loan to pay such expenses,  charges, costs
         and  fees  notwithstanding  that  Borrower  may not  have  requested  a
         disbursement of such amount.  Such  disbursement  shall be added to the
         outstanding  principal  balance of the Note. The  authorization  hereby
         granted shall be irrevocable, and no further direction or authorization
         from Borrower shall be necessary for Lender to make such disbursements.
         However,  the provision of this  paragraph  shall not prevent  Borrower
         from paying such expense,  charges,  costs and fees from its own funds.
         All  such  expenses,  charges,  costs  and  fees  shall  be  Borrower's
         obligation  regardless of whether or not Borrower has requested and met
         the conditions for the disbursement of the Loan;

                  (i) Disclaimer by Lender.  Borrower is not and shall not be an
         agent of Lender for any purpose.  Lender is not a joint venture partner
         with  Borrower  or with the  constituent  partners  in  Borrower in any
         manner whatsoever.  Approvals granted by Lender for any matters covered
         under this  Agreement  shall be  narrowly  construed  to cover only the
         parties  and facts  identified  in any written  approval  or, if not in
         writing, such approvals shall be solely for the benefit of Borrower;

                  (j)  Indemnification.  To the fullest extent permitted by law,
         Borrower agrees to protect, indemnify, defend and save harmless Lender,
         its directors, officers, agents and employees for, from and against any
         and all  liability,  expense  or damage of any kind or nature  and for,
         from and against any suits,  claims or  demands,  including  reasonable
         legal fees and  expenses on account of any matter or thing or action or
         failure to act by Lender,  whether in suit or note, arising out of this
         Agreement or in connection  herewith.  Upon receiving  knowledge of any
         suit, claim or demand asserted by a third party that Lender believes is
         covered by this  indemnity,  Lender shall give  Borrower  notice of the
         matter and an  opportunity  to defend it, at  Borrower's  sole cost and
         expense,  with legal counsel  satisfactory  to Lender.  Lender may also
         require  Borrower to so defend the matter.  The obligations on the part
         of Borrower  under this paragraph 7(j) shall survive the closing of the
         Loan and the repayment thereof;


                                      - 7 -

 56259.2

<PAGE>



                  (k) Titles and Headings. The headings at the beginning of each
         paragraph of this Agreement are solely for convenience and are not part
         of this Agreement.  Unless otherwise indicated,  each reference in this
         Agreement to a paragraph or an exhibit is a reference to the respective
         paragraph herein or exhibit hereto;

                  (l) Change, Discharge, Termination, or Waiver. No provision of
         this Agreement may be changed, discharged, terminated, or waived except
         in writing signed by the party against whom  enforcement of the change,
         discharge,  termination, or waiver is sought. No failure on the part of
         Lender to exercise  and no delay by Lender in  exercising  any right or
         remedy  under the Loan  Documents  or under the law shall  operate as a
         waiver thereof;

                  (m)         Choice of Law.  This Agreement and the transaction
         contemplated hereunder shall be governed by and construed in accordance
         with the laws of the State of Utah without giving effect to conflict of
         laws principles;

                  (n)    Time is of the Essence.  Time is of the essence of this
         Agreement;

                  (o)  Attorneys'  Fees.  Borrower  agrees  to pay all  costs of
         enforcement  and collection and preparation for any Event of Default or
         any action taken by Lender (including,  without limitation,  reasonable
         attorneys'  fees)  whether or not any action or  proceeding  is brought
         (including,  without limitation,  all such costs incurred in connection
         with any bankruptcy,  receivership, or other court proceedings, whether
         at the trial or appellate  level),  together with interest thereon from
         the date of demand at the default interest rate;

                  (p)  Consent  to  Jurisdiction.  Borrower  and  Lender  hereby
         irrevocably consent and agree that any legal action, suit or proceeding
         arising  out of or in any way in  connection  with this  Agreement,  or
         which is an appeal  therefrom,  may be  instituted  or  brought  in the
         Federal District Court for the District of Utah and Borrower and Lender
         hereby irrevocably consent and submit to, for themselves and in respect
         of their property,  generally and unconditionally,  the jurisdiction of
         such Court, and to all proceedings in such Court. Further, Borrower and
         Lender  irrevocably  consent to actual  receipt of any  summons  and/or
         legal  process  at  their  respective  addresses  as set  forth in this
         Agreement as  constituting  in every respect  sufficient  and effective
         service of process in any such legal action or proceeding. Borrower and
         Lender further agree that final judgment in any such legal action, suit
         or  proceeding  shall be  conclusive  and may be  enforced in any other
         jurisdiction,  whether  within or outside the United States of America,
         by suit under judgment,  a certified or exemplified  copy of which will
         be conclusive evidence of the fact and the amount of the liability;

                  (q)      Provisional Remedies; Self Help; and Foreclosure.  No
         provision of paragraph  7(p)  shall  limit  the  right  of any party to
         exercise self-help remedies, to  foreclose against any real or personal
         property collateral, or to obtain any provisional or ancillary remedies
        (including but not limited to injunctive relief or the appointment of a

                                      - 8 -

 56259.2

<PAGE>



         receiver) from a court of competent  jurisdiction.  The institution and
         maintenance of any remedy permitted above shall not constitute a waiver
         of the rights to submit any  controversy or claim to  arbitration.  The
         statute of limitations, estoppel, waiver, laches, and similar doctrines
         which would  otherwise be  applicable  in an action  brought by a party
         shall be applicable in any arbitration proceeding;

                  (r)      Integration.  The Loan Documents contain the complete
         understanding and    agreement of Borrower and Lender and supersede all
         prior   representations,    warranties,    agreements,    arrangements,
         understandings, and negotiations;

                  (s)   Binding Effect. The Loan Documents will be binding upon,
         and inure to   the benefit of, Borrower and Lender and their respective
         successors and assigns. Borrower may not delegate its obligations under
         the Loan Documents;

                  (t)  Survival.  The representations, warranties, and covenants
         of the Borrower  and the Loan Documents shall survive the execution and
         delivery of the Loan Documents and the making of the Loan.

                  (u)       Counterparts.  This Agreement may be executed in any
         number of  counterparts each of which shall be deemed an  original, but
         all such counterparts together shall constitute but one agreement;


                                      - 9 -

 56259.2

<PAGE>




         IN WITNESS  WHEREOF,  Lender and Borrower have caused this Agreement to
be duly executed and delivered as of the date first above written.

                                 "BORROWER"

                                 SAGE RESOURCES, INC.



                                 By: _________________________________
                                 Name: _______________________________
                                 Title: ________________________________

                                 "LENDER"

                                 MAROON BELLS CAPITAL PARTNERS, INC.



                                By: _________________________________
                                Name: _______________________________
                                Title: ________________________________

                                     - 10 -

 56259.2

<PAGE>


                                   EXHIBIT "A"

                          REGISTRATION RIGHTS AGREEMENT


                                     - 11 -

 56259.2

<PAGE>



                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"),  is  entered into
this July 1, 1996, by and between SAGE RESOURCES, INC.(the "Company") and MAROON
BELLS CAPITAL PARTNERS, INC. (the "Stockholder").

         WHEREAS,   pursuant  to  a  Loan  Agreement  and  Secured   Convertible
Promissory Note of even date herewith,  the Stockholder has the right to acquire
certain shares of Restricted Common Stock of the Company;

         WHEREAS,  as a condition to the loan by the Stockholder to the Company,
the Company has agreed to execute this Agreement in favor of the Stockholder.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.       DEFINITIONS.

                  (a)  "Shares"  shall  mean and  include  any of the  following
         securities:  (i) up to 250,000  shares of common  stock of the  Company
         (the  "Common  Stock")  which will be acquired  from the  Company  upon
         conversion of that certain  Convertible  Secured Promissory Note, dated
         July 1, 1996 executed in favor of Stockholder (the "Note"), or (ii) any
         additional  securities  issued to the  Stockholder  with respect to the
         foregoing  upon any  stock  split,  stock  dividend,  recapitalization,
         dilution, adjustment or similar event;

         2.       "REGISTRATION RIGHTS".

                  (a) Piggyback  Registration.  If at any time the Company shall
         propose  to file  with the  Securities  and  Exchange  Commission  (the
         "Commission")  on behalf of the  Company  or any  other  stockholder  a
         registration  statement  under the  Securities  Act of 1933, as amended
         (the  "Act"),  with  respect to any class of  security  (as  defined in
         Section  3(a)(10) of the  Securities  Exchange Act of 1934,  as amended
         (the "Exchange Act")), other than a registration  statement approved by
         the  Board  of  Directors  on Form  S-4 or  S-8,  or  such  amended  or
         alternative form for Form S-4 or S-8 as the Commission may from time to
         time  require,  the  Company  shall  in each  case  timely  notify  the
         Stockholder  and include in such  registration  statement any or all of
         the shares of Common Stock as the Stockholder may request within twenty
         (20) days after the  Company's  giving of such  notice,  subject to the
         conditions set forth herein;

                  (b)  One-Time  Demand  Registration.  If at any time after the
         date which is six (6) months following any underwritten public offering
         of the Company's Common Stock or other equity securities,  and all or a
         portion of the  Common  Stock of the  Stockholder  is  excluded  by the
         underwriter  in such offering  pursuant to the terms and  conditions of
         this  Agreement,  and the Company shall receive a written  request from
         the Stockholder that the Company effect a registration  with respect to
         the issuance of the Shares  underlying  the Note on  conversion  of the
         Note by the Stockholder, the Company shall promptly, subject


<PAGE>



         to the conditions and in accordance with the procedures hereinafter set
         forth, prepare and file a registration statement on an appropriate form
         as expeditiously as reasonable with respect to such Shares. The request
         for  registration  pursuant to this Section shall specify the number of
         shares to be registered and the manner of sale,  including the name and
         address of any  proposed  underwriter.  The  principal  underwriter  or
         underwriters   for  any  such   offering   shall  be  selected  by  the
         Stockholder,  subject to the reasonable  acceptance of the Company. The
         rights of the Stockholder to demand  registration  under this paragraph
         2(b) shall expire upon the filing of the Registration  Statement by the
         Company after the initial demand made by the Stockholder;

                  (c) Registration Procedures.  If, pursuant to Sections 2(a) or
         2(b)  hereof,  the  Company  is  required  to  include  any Shares in a
         registration  statement  proposed  to be filed,  the Company  will,  as
         expeditiously  as  possible:  (i)  prepare  and file such  registration
         statement  under the Act on an appropriate  form and use its reasonable
         efforts to cause such registration statement to become effective;  (ii)
         prepare and file with the Commission such amendments and supplements to
         such  registration  statement  and the  prospectus  used in  connection
         therewith as may be necessary to comply with the  provisions of the Act
         and the  Exchange  Act with  respect  to the  offer  of the  securities
         covered by such  registration  statement during the period required for
         distribution of such securities (but in no case longer than ninety (90)
         days); (iii) furnish to the holder of such Shares such number of copies
         of such registration  statement and all amendments  thereto and of such
         prospectus   (including  each  preliminary,   amended  or  supplemental
         prospectus)  as  such  holders  may  reasonably  request  in  order  to
         facilitate  the sale or  transfer  of the  securities  covered  by such
         registration statement;  (iv) use its reasonable efforts to register or
         qualify the securities  covered by any such  registration  statement in
         such jurisdictions as such holders may reasonably request; (v) furnish,
         at the  request of the  Stockholder,  on the date that such  Shares are
         delivered to the  underwriters  for sale pursuant to such  registration
         or, if such Shares are not being sold through underwriters, on the date
         such registration  statement becomes effective (A) an opinion, dated on
         such date, in a form customary to such transactions, of the independent
         counsel representing the Company for the purposes of such registration,
         addressed to the  underwriters,  if any, and to the Stockholder  making
         such  request,  reasonably  acceptable  in form and  substance  to such
         underwriter and the Stockholder,  and (B) a letter, dated on such date,
         from the  independent  certified  public  accountants  of the  Company,
         addressed to the  underwriters,  if any, and the  Stockholder,  stating
         that they are  independent  certified  public  accountants  within  the
         meaning  of the Act and that in the  opinion of such  accountants,  the
         financial  statements and other financial data of the Company  included
         in the  registration  statement or the prospectus,  or any amendment or
         supplement thereto (including,  in each case, documents incorporated by
         reference thereto), comply as to form in all material respects with the
         applicable accounting  requirements of the Act; such opinion of counsel
         shall  additionally  cover such other legal matters with respect to the
         registration statement and the Company as the underwriters,  if any, or
         the  Stockholder  may  reasonably  request;  and such  letter  from the
         independent  certified public accountants shall additionally cover such
         other financial matters (including  information as to the period ending
         not more than five (5) business  days prior to the date of such letter)
         with respect to the registration statement

                                      - 2 -

 56262.2

<PAGE>



         and the Company as the  underwriters,  if any, or the  Stockholder  may
         reasonably request; (vi) use its best efforts to keep such registration
         and   qualification   effective   until   all   exercises,   sales  and
         distributions  contemplated  by the requests  made pursuant to Sections
         2(a) or 2(b) hereof shall have been completed, but not in any event for
         a period  in excess of ninety  (90)  days;  and (vii) pay all  expenses
         incurred by the Company in complying with this Section 2(c),  including
         without  limitation  (A) all  registration  and  filing  fees;  (B) all
         printing  expenses;  (C) all  fees and  disbursements  of  counsel  and
         independent public  accountants for the Company;  (D) all Blue Sky fees
         and expenses (including fees and expenses of counsel in connection with
         Blue Sky  surveys);  and (E) the entire  expense of any special  audits
         incident to or required by any such registration.  Notwithstanding  the
         foregoing,  the Company shall not be obligated to pay any underwriter's
         discounts  or  commissions  or  attorneys'  fees  or  expenses  of  the
         Stockholder;

                  (d)  Certain  Conditions  to  Registration.  The  right of the
         Stockholder to have any shares included in any  registration  statement
         pursuant to the  provisions  of Sections  2(a) or 2(b) hereof  shall be
         subject to the following further conditions: (i) should the request for
         registration  be pursuant to Section 2(a), and should the  registration
         statement proposed by the Company relate to an underwritten offering of
         securities of the Company,  and should the managing underwriter for the
         Company render a recommendation to the effect that such registration of
         all or a part of the  Shares  would  materially  impair  the  Company's
         ability to sell the securities  being  registered by the Company,  then
         the  Stockholder  shall be  entitled to  participate  pro rata with all
         other  stockholders  entitled to registration  rights of equal priority
         ("Other Stockholder"), if any, based upon the number of shares owned by
         or  issuable  to the  Stockholder  and each  Other  Stockholder  in the
         maximum amount of shares that such  underwriter  determines may be sold
         without such impairment,  after the Company has included all stock that
         it desires to sell; (ii) the  Stockholder  shall furnish to the Company
         in writing such information and documents as, in the opinion of counsel
         to the Company, may be reasonably required to properly prepare and file
         such registration statement in accordance with applicable provisions of
         the Act; and (iii) if the  Stockholder  desires to sell and  distribute
         securities  over a  period  of  time,  or  from  time  to  time  at the
         prevailing  market prices  pursuant to a  registration  statement to be
         filed by the Company under the Act, then the Stockholder  shall execute
         and deliver to the Company such written undertakings as the Company and
         its counsel may reasonably  require in order to assure full  compliance
         with relevant provisions of the Act and the Exchange Act;

                  (e)      Notices of Registration Statements, Etc.  The Company
         shall not file any  registration  statement  under the Act covering any
         debt  or  equity  securities  unless  it  shall  first  have  given the
         Stockholder written notice thereof;

         3.       EXPENSES.  Except for  underwriting discounts and commissions,
the Company shall pay any and all registration expenses.

                                      - 3 -

 56262.2

<PAGE>



         4.    TRANSFER OF REGISTRATION RIGHTS.  The registration rights granted
hereunder  may not be  assigned  or  otherwise  transferred,  without  the prior
written consent of the Company.

         5.  TERMINATION  OF  REGISTRATION  RIGHTS.  The Piggyback  Registration
rights granted pursuant to paragraph 2(a) shall terminate two (2) years from the
date hereof.  The  registration  rights granted pursuant to Section 2(b) of this
Agreement  shall  terminate and be of no force and effect as to the  Stockholder
and any  subsequent  transferee  upon the earlier to occur of (i) the  effective
date of a  registration  statement  filed  upon the  demand  of the  Stockholder
pursuant to paragraph  2(b),  or (ii) the  expiration  of two (2) years from the
date of this Agreement.

         6.  "MARKET  STANDOFF"  AGREEMENT.  The  Stockholder  agrees  that,  if
requested  by  the  Company  and  an  underwriter  of  Common  Stock  (or  other
securities) of the Company, it will not sell or otherwise transfer or dispose of
any Common Stock (or other  securities)  of the Company held by the  Stockholder
during  the  period  beginning  seven  (7)  days  prior to and  ending  180 days
following  the date of the final  prospectus of the Company filed under the Act,
provided that such agreement  shall be in writing in a form  satisfactory to the
Company and such underwriter.  The Company may impose stop-transfer instructions
with respect to the Common Stock (or other securities)  subject to the foregoing
restriction until the end of said 180 day period.

         7. MODIFICATION AND WAIVER. The parties may amend, modify or supplement
this Agreement only by the written  agreement of each party hereto.  The failure
of any party at any time or times to require performance of any provision hereof
shall in no manner  affect  such  party's  right at a later date to enforce  the
same. No waiver by any party of a breach of this  Agreement,  whether by conduct
or otherwise, in any one or more instances shall be, or shall be deemed to be, a
further or  continuing  waiver of such breach or a waiver of any condition or of
any other breach of this Agreement.

         8. NOTICES. Any notices or other  communications  required or permitted
hereunder  shall be deemed to have been duly given when delivered  personally or
sent  by  registered  or  certified   mail,   postage  prepaid  (return  receipt
requested),  to the party to whom such notice or  communication  is addressed at
the  following  addresses  (or at such  other  address  for a party  as shall be
specified by like notice):

         To the Stockholder:                 MAROON BELLS CAPITAL PARTNERS, INC.
                                             100 California Street, Suite 1400
                                             San Francisco, California 94111

         To the Company:                     #10 Exchange Place, Suite 309
                                             Salt Lake City, Utah  84111
                                             Attn:  President



                                      - 4 -

 56262.2

<PAGE>



         With a copy to:                            William C. Gibbs, Esq.
                                                    SNELL & WILMER
                                                    111 East Broadway, Suite 900
                                                    Salt Lake City, Utah  84111

         9. GENDER AND NUMBER,  ETC. All words or terms used in this  Agreement,
regardless  of the number or gender in which  they are used,  shall be deemed to
include  any other  number  and any other  gender as the  context  may  require.
"Hereof,"  "herein,"  and  "hereunder"  and  words of  similar  import  shall be
construed  to refer to this  Agreement  as a  whole,  and not to any  particular
paragraph or provisions, unless expressly so stated.

         10.    SUCCESSORS AND ASSIGNS.  All rights hereunder may be assigned or
otherwise  conveyed to any  permitted  transferee  or  assignee.  Subject to the
foregoing,  this Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties hereto.

         11.      COUNTERPARTS.  This Agreement may be executed in any number of
counterparts  with the same effect as if the signatures to each counterpart were
upon the same instrument.

         12. ENTIRE AGREEMENT AND CAPTIONS. This Agreement sets forth the entire
understanding  of the  parties  hereto  and  supersedes  all  prior  agreements,
arrangements and communications,  whether oral or written,  between or among the
parties with respect to the subject  matter hereof.  Captions  appearing in this
Agreement  are for  convenience  of  reference  only and  shall not be deemed to
explain, limit or amplify the provisions hereof.

         13.   GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Utah.

         14.  SEVERABILITY.  If any provisions contained in this Agreement shall
for any reason be held invalid,  illegal or unenforceable  in any respect,  such
invalidity,  illegality  or  unenforceability  shall not  invalidate  the entire
Agreement. Such provision shall be deemed to be modified to the extent necessary
to render it valid and enforceable and if no such  modification  shall render it
valid and enforceable then the Agreement shall be construed as if not containing
such provision.

         15. NO THIRD PARTY  BENEFICIARIES.  Nothing herein expressed or implied
is intended to confer  upon any person,  other than the parties  hereto or their
respective permitted assigns, successors,  heirs and legal representatives,  any
rights,  remedies,  obligations  or  liabilities  under  or by  reason  of  this
Agreement.

         16.   NO PARTNERSHIP OR JOINT VENTURE.  Notwithstanding anything to the
contrary  contained  herein,  nothing  contained  herein  shall be  construed as
creating a partnership or joint venture relationship between the parties hereto,
and the parties hereto shall be deemed to

                                      - 5 -

 56262.2

<PAGE>



have made any elections  necessary  under any applicable law, rule or regulation
to  prevent  their  being  considered  or  deemed to be a  partnership  or joint
venture.

         17. NO  IMPAIRMENT.  The Company  will not take any action,  or fail to
take any action,  avoid or seem to avoid the observance or performance of any of
the terms to be performed by the Company  hereunder  and the Company will at all
times act in good faith to assist the  Stockholder  in the  carrying  out of the
provisions  of this  Agreement  as may be  necessary to preserve and protect the
registration rights of the Stockholder under this Agreement.




                                      - 6 -

 56262.2

<PAGE>



                                 THE COMPANY:

                                 SAGE RESOURCES, INC.


                                 By: __________________________________
                                 Its: ___________________________________

                                 THE STOCKHOLDER:

                                 MAROON BELLS CAPITAL PARTNERS, INC.


                                 By: __________________________________
                                 Its: ___________________________________

                                      - 7 -

 56262.2

<PAGE>