CONVERTIBLE SECURED PROMISSORY NOTE


$500,000                                                            July 1, 1996

         FOR VALUE RECEIVED,  the undersigned  SAGE RESOURCES,  INC., a Colorado
corporation  ("Borrower"),  hereby  promises  to pay  to  MAROON  BELLS  CAPITAL
PARTNERS,  INC. ("Holder"),  or order, at 100 California Street, Suite 1400, San
Francisco,  California, 94111, or at such other place as Holder may designate in
writing from time to time, the sum of $500,000,  together with interest  thereon
from the date hereof, at the rate of ten percent (10%) per annum,  calculated on
the basis of a 360-day year and a 30-day month.

         Interest and principal under this Note shall be due and payable in full
on the date of Closing  contemplated  by 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 such  thirty  (30) day time frame,  the
interest and  principal  under this Note shall be due and payable in full ninety
(90) days thereafter.

         From and after the date on which all sums owing on this Note become due
and payable,  by  acceleration  or otherwise,  all sums owing on this Note shall
bear interest,  until all such sums are paid in full, at a default rate equal to
twelve percent (12%) per annum (based on a 360-day year and charged on the basis
of actual days elapsed).  At such time as a judgment is obtained for any amounts
owing under this Note or any document or instrument securing this Note, interest
shall  continue to accrue on the amount of the judgment  until paid, at the rate
of eighteen percent (18%) per annum.

         All payments shall be credited  first toward  interest then due and the
remainder toward  principal.  This Note may be prepaid in full or in part at any
time without penalty.

         This Note is secured by an Assignment, Pledge and Security Agreement of
even date herewith between Borrower and Holder.

         If an Event of Default  occurs  under the Loan  Agreement  of even date
between Holder and Borrower, incorporated herein by this reference, Holder shall
be entitled to all remedies set forth in said Loan Agreement.

         If an  attorney  is  engaged  by  Holder to  enforce  or  construe  any
provision of this Note or as a consequence  of any default,  with or without the
filing of any legal action or proceeding,  then Borrower shall  immediately pay,
on demand, all attorneys' fees and all other costs incurred by Holder,  together
with  interest  thereon from the date of such demand until paid,  at the default
interest rate.

         No  previous  waiver and no  failure or delay by Holder in acting  with
respect  to the  terms of this Note  shall  constitute  a waiver of any  breach,
default, or failure of condition thereunder or the obligations secured thereby.



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         Any  waiver of any term of this Note must be made with the  consent  of
both  Borrower and Holder and shall be limited to the express  written  terms of
such waiver. In the event of any inconsistencies  between the terms of this Note
and the terms of any other document  related to the loan evidenced by this Note,
the terms of this Note shall prevail.

         Except  as  expressly   provided   herein,   Borrower   hereby  waives:
presentment;  demand;  notice of  dishonor;  notice of default  or  delinquency;
notice of  acceleration;  notice of  protest  and  nonpayment;  notice of costs,
expenses or losses and interest thereon;  notice of late charges;  and diligence
in taking any action to collect any sums owing under this Note or in  proceeding
against any of the rights or interests in or to any collateral  securing payment
of this Note.  The right of the  undersigned  to plead any and all  statutes  of
limitation  as a defense to any demand on this Note is  expressly  waived to the
fullest  extent  permitted by law.  Time is of the essence with respect to every
provision  hereof,  except that Borrower  expressly agrees that this Note or any
payment hereunder may be extended from time to time at Holder's sole option.

         This  Note has been  executed  and  delivered  in the State of Utah and
shall be construed and enforced in accordance with the laws of the State of Utah
and the  United  States of  America.  All  persons  and  entities  in any manner
obligated  under this Note consent to the  jurisdiction  of any federal or state
court  within  the State of Utah and also  consent  to service of process by any
means authorized by Utah or federal law.

         The  obligations  of Borrower  under this Note shall be  absolute,  and
Borrower waives any and all rights to offset, deduct or withhold any payments or
charges due under this Note for any reason whatsoever.

         All terms and  conditions  of this Note shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs,  successors and
assigns.

         If any provision of this Note is  unenforceable,  invalid,  or violates
applicable law, such provision shall be deemed stricken and shall not affect the
enforceability  of any other provisions of this Note.  Holder and Borrower agree
that none of the terms and  provisions  contained  herein  shall be construed to
create a contract  for the use,  forbearance  or  detention  of money  requiring
payment of interest at a rate in excess of the maximum  interest rate  permitted
to be charged by applicable law. If any holder of this Note shall collect moneys
which are deemed to  constitute  interest  which would  otherwise  increase  the
effective  interest  rate on this Note to a rate in excess of the  maximum  rate
permitted to be charged by applicable  laws,  all such sums deemed to constitute
interest  in excess of such  maximum  rate  shall,  at the option of Holder,  be
credited to the payment of other amounts payable hereunder.

         If the Closing  contemplated  by the proposed Stock Purchase  Agreement
between the Shareholders of COM TECH International  Corporation and Borrower has
occurred,  upon demand by Holder,  all of the unpaid  principal  and interest of
this Note shall be converted into 250,000 shares of fully paid and nonassessable
Common Stock of Borrower.  Such shares will have  one-time  demand  registration
rights  and  piggy-back  registration  rights as set  forth in the  Registration
Rights Agreement  attached to the Loan Agreement.  No fractional  shares will be
issued upon

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 56257.2

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conversion of this Note.  The  conversion of this Note, and number of securities
issuable upon conversion of this Note, shall be subject to the following:

         1. ADJUSTMENT PROVISIONS. In case Borrower shall (a) declare a dividend
on its Common Stock in shares of Common Stock or make a  distribution  in shares
of Common  Stock,  (b)  subdivide its  outstanding  shares of Common Stock,  (c)
combine its  outstanding  shares of Common Stock into a smaller number of shares
of Common Stock or (d) issue by  reclassification  of its shares of Common Stock
other securities of Borrower (including any such  reclassification in connection
with a consolidation or merger in which Borrower is the continuing corporation),
then the number of shares of Common Stock issuable upon  conversion of this Note
immediately  prior  thereto  shall be  adjusted  so that the holder of this Note
shall be entitled  to receive  the kind and number of shares of Common  Stock of
Borrower  which it would have owned or have been  entitled to receive  after the
happening of any of the events  described  above,  had this Note been  converted
immediately prior to the happening of such event or any record date with respect
thereto.  Any adjustment made pursuant to this paragraph shall become  effective
immediately  after the effective  date of such event  retroactive to immediately
after the record date, if any, for such event.

         2. NOTICE.  Whenever the number of shares of Common Stock issuable upon
the  conversion of this Note is adjusted,  the Borrower  shall  promptly mail by
first class mail, postage prepaid, to each holder,  notice of such adjustment or
adjustments.
         3.       AVAILABILITY OF STOCK ISSUABLE UPON CONVERSION. 
Borrower shall at all times keep available such amount of shares of common stock
as shall from time to time be sufficient  to effect the  conversion of this Note
as provided above.

         Upon  conversion  of part or all of this Note as  provided  above,  the
respective  unpaid  principal  amount  hereof shall be deemed  paid,  as if such
amount were prepaid hereunder.


                                      - 3 -

 56257.2

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                                        SAGE RESOURCES, INC.



                                        By: __________________________________
                                        Its: __________________________________


                                      - 4 -

 56257.2

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