SECURED PROMISSORY NOTE
                                 (SAGE/COM TECH)

$500,000                                                           June 27, 1996


         FOR VALUE RECEIVED, the undersigned COM TECH INTERNATIONAL  CORPORATION
("Borrower") hereby promises to pay to SAGE RESOURCES, INC.
("Holder"),  or order, at #10 Exchange Place,  Suite 309, Salt Lake City,  Utah,
84111,  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
at the time of  Closing  as defined in the  proposed  Stock  Purchase  Agreement
between the Shareholders of Borrower and the Holder 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.  If such
Closing occurs,  the interest and principal due under this Note will be deducted
from Holder's $3.5 million new equity  financing  requirement  described in said
Stock Purchase Agreement on the date of such Closing.

         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.

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

         If an  attorney  is  engaged  by  Holder to  enforce  or  construe  any
provision  of this Note or as a  consequence  of any Borrower  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  California
and shall be construed and enforced in accordance  with the laws of the State of
California.  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
California  and also  consent to service of process by any means  authorized  by
California 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.  This Note is secured by
an Assignment, Pledge and Security Agreement, of even date herewith, executed by
Borrower in favor of Holder.

         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.


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                                    COM TECH INTERNATIONAL CORPORATION


                                    By:___________________________________
                                    Its: _________________________________


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