LOAN AGREEMENT

         THIS LOAN AGREEMENT (this  "Agreement") is made as of June 27, 1996, by
and  between  COM TECH  INTERNATIONAL  CORPORATION  (referred  to  herein as the
"Borrower"), and SAGE RESOURCES, 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 Secured Promissory Note dated June 27, 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  Lender  and  the
         Shareholders  of 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.  The Loan
         proceeds  shall be used for working  capital  liquidity for  Borrower's
         business ventures;

                  (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 the Datamax Joint Venture,
         as described in the  Telecommunications  Service  Agreement dated March
         20, 1996, including but not limited to (a) shares or other interests in
         the Joint Venture  already issued to COM TECH, (b) COM TECH's rights to
         participate  as a  shareholder  based on  contributions  of cash and or
         services or both,  and (c) all rights  granted to COM TECH to carry and
         terminate  traffic from the Datamax Joint Venture or its affiliates and
         subsidiaries;

                  (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.   If  the  Closing
         contemplated  by the  proposed  Stock  Purchase  Agreement  between the
         Shareholders  of Borrower  and Lender does not occur,  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 #10 Exchange Place,  Suite 309, Salt Lake City, UT
         84111,  or such other address as Lender may direct in writing,  in same
         day funds,  not later than the  Maturity  Date in  accordance  with the
         Note.  If the  Closing  described  above does  occur,  the  outstanding
         balance of the Loan will be deducted at such Closing from Lender's $3.5
         million  new  equity  financing  requirement  described  in said  Stock
         Purchase Agreement in accordance with the Note;


                                      - 2 -

 56246.3

<PAGE>



                  (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.

         3.       LOAN CLOSING

                  (a)  Closing.  The transactions contemplated in this Agreement
         shall  close  on  June  27, 1996, or 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; and

                           (iii)  The Assignment, Pledge and Security Agreement.

         4.       REPRESENTATIONS AND WARRANTIES.     Borrower   represents  and
warrants to Lender that the following  statements are true, correct and complete
as of the date hereof,  and will be true, correct and complete as of the date of
closing:

                  (a) Organization, Standing and Qualification. COM TECH is duly
         organized,  validly existing and in good standing under the laws of the
         State of Washington  and is authorized and qualified to own and operate
         its properties and assets and conduct its business in all jurisdictions
         where  such  properties  and  assets  are owned and  operated  and such
         business is conducted. COM TECH has duly filed any and all certificates
         and reports  required to be filed to date by the laws of Washington and
         to the best of COM TECH's  knowledge any other applicable law. COM TECH
         has  all  franchises,  permits,  licenses,  and any  similar  authority
         material  to  the  conduct  of  COM  TECH's  business  in  its  present
         condition,  the lack of which  could  materially  adversely  affect the
         business,  properties,  prospects, or its financial condition. COM TECH
         is not in default in any material respect under any of such franchises,
         permits, licenses or other similar authority.

                  (b) Capitalization.  As of the date of Closing, the authorized
         capital stock of COM TECH consists of 1 million shares of common stock,
         no par value, of which 200,000 shares are issued and  outstanding.  All
         of the outstanding shares of COM TECH common stock were duly authorized
         and  validly  issued  and are fully paid and  nonassessable.  Except as
         disclosed in Schedule  4(b),  there are no  outstanding  subscriptions,
         options, warrants, calls, contracts, demands, commitments,  convertible
         securities or other rights, agreements or arrangements of any character
         or nature whatsoever relating to COM TECH's issuance of common stock or
         

                                      - 3 -

 56246.3

<PAGE>



         other securities. No holder  of any COM TECH  security  is  entitled to
         any  preemptive  or similar rights to purchase any COM TECH securities.

                  (c)  Subsidiaries.   Except  as  disclosed  in Schedule  4(c),
         COM TECH has no subsidiaries,  no  investment  in  any  entity,  and no
         participation  in  any  joint  venture,  partnership  or  other similar
         arrangement.

                  (d)  Corporate  Records.  COM  TECH's  minute  books and other
         corporate  record books are in good order,  complete,  accurate,  up to
         date,  with all necessary  signatures for the Datamax Joint Venture and
         this Loan Agreement.

                  (e) No Defaults.  Except as disclosed  in Schedule  4(e),  COM
         TECH is not in default  under or in violation of any  provisions of its
         Articles  of  Incorporation   or  Bylaws  or  any  restriction,   lien,
         encumbrance, indenture, contract, lease, sublease, loan agreement, note
         or other obligation or liability relating to COM TECH's business.

                  (f) No Conflict.  Neither the  execution  and delivery of this
         Agreement nor the consummation of the transactions  contemplated hereby
         will  conflict  with or result in a breach of or  constitute  a default
         under any provision of COM TECH's Articles of  Incorporation or Bylaws,
         any law,  rule,  regulation,  judgment,  decree,  order  or other  such
         requirement,  or under any  material  restriction,  lien,  encumbrance,
         indenture,  contract,  lease, sublease,  loan agreement,  note or other
         material  obligation  or  liability  to which COM TECH is a party or by
         which it is bound, or to which any of its assets are subject, or result
         in the creation of any lien or encumbrance upon such assets.

                  (g) Consents and Approvals. COM TECH's execution, delivery and
         performance of this Agreement and the  consummation of the transactions
         contemplated  hereby do not  require  COM TECH to obtain  any  consent,
         approval  or action of, or make any filing  with or give  notice to any
         corporation,  person or firm or any  public,  governmental  or judicial
         authority  except:  (i) such as have been duly obtained or made, as the
         case may be, and are in full force and effect on the date hereof,  (ii)
         those  which  the  failure  to obtain or make  would  have no  material
         adverse effect on the transactions contemplated hereby or on COM TECH's
         business or financial  condition,  and (iii) any filings required under
         the Securities Act, or any applicable state securities laws.

                  (h)  Related-Party   Transactions.   Except  as  disclosed  in
         Schedule 4(h), no COM TECH employee,  officer, or director or member of
         his or her  immediate  family is indebted to COM TECH,  nor is COM TECH
         indebted (or committed to make loans or extend or guarantee  credit) to
         any of such  individuals.  None of such  individuals  has any direct or
         indirect  ownership  interest in any firm or corporation with which COM
         TECH is affiliated or with which COM TECH has a business  relationship,
         or any firm or  corporation  that competes  with COM TECH,  except that
         employees,  officers,  or  directors  of COM TECH and  members of their
         immediate  families may own stock in publicly traded companies that may
         

                                      - 4 -

 56246.3

<PAGE>



         compete with COM TECH.  No  member  of  the immediate family of any COM
         TECH  officer or director  is directly or  indirectly interested in any
         material contract with COM TECH.

                  (i)  Safety  Laws.  COM  TECH  is  not  in  violation  of  any
         applicable  statute,  law or regulation relating to occupational health
         and safety  (including,  but not limited to, OSHA and any similar state
         laws), and COM TECH is not aware of any material  expenditures that are
         or will be required to comply with any such  existing  statute,  law or
         regulation.

                  (j) Environmental  Compliance.  All property owned,  leased or
         occupied by COM TECH is free from,  and has always been free from,  all
         material, waste, substances, pollutants, or contaminants which may pose
         a risk of injury or threat to the health of the  environment and is not
         now, and has never been in  violation  of any  federal,  state or local
         law, statue, ordinance, or requirement pertaining to health, industrial
         hygiene, or environmental conditions.

                  (k) Compliance With Law. To the best of COM TECH's  knowledge,
         neither  COM  TECH  nor any of its  directors,  officers,  fiduciaries,
         agents or  employees,  is in violation  of any  applicable  law,  rule,
         regulation  or  requirement  of any  governmental  authority in any way
         relating to COM TECH's business.

                  (l) Financial Statements.  COM TECH's Financial Statements for
         the periods ending  December 31, 1993,  December 31, 1994, and December
         31, 1995,  are correct and complete and present  fairly in all material
         respects  COM  TECH's  financial  condition  as of the dates  described
         therein,  and have been prepared in accordance with Generally  Accepted
         Accounting  Principles  consistently  applied.  COM  TECH's  books  and
         records are complete in all  material  respects and are in an auditable
         condition such that a complete audit of COM TECH can be performed as of
         the Closing without unreasonable cost or expense.

                  (m) Properties and Assets. The properties and assets presently
         owned by COM TECH and shown on its books  include  all  properties  and
         assets  of every  kind,  class  and  description,  real  and  personal,
         tangible and intangible, known and unknown, used in COM TECH's business
         and  necessary to the conduct of its  business as presently  conducted.
         Except  as  disclosed  on  Schedule   4(m),   COM  TECH  has  good  and
         indefeasible  title to and possession of all such known  properties and
         assets,  free  and  clear of all  liens,  claims,  security  interests,
         encumbrances,  restrictions and rights,  title and interests in others,
         and there are no existing agreements,  options or commitments or rights
         with, to or in any third party to acquire any of COM TECH's  properties
         or assets or any interest therein, except for those entered into in the
         ordinary course of business and not materially  adversely affecting COM
         TECH's  properties,  assets or rights. COM TECH's assets on the closing
         date shall include all of the assets described hereinabove or otherwise
         reflected on the Financial Statements,  adjusted only for inventory and
         other assets acquired or disposed of in the ordinary course of business
         after December 31, 1995 and before the closing date.

                                      - 5 -

 56246.3

<PAGE>




                  (n) Intellectual  Property. To COM TECH's knowledge,  COM TECH
         has full  rights of use for all  unregistered  trademarks  and  service
         marks and does not  infringe  on any third party  rights,  and COM TECH
         owns or has  acquired  by license or  otherwise  all U.S.  or  foreign,
         inventions,  franchises,  discoveries,  ideas,  research,  engineering,
         methods,  practices,  processes,  systems, formulae, designs, drawings,
         products,  projects,  improvements,  developments,  know-how, and trade
         secrets  which are used in or necessary for the conduct of its business
         (collectively   the   "Proprietary   Rights"),   without   conflict  or
         infringement in any material  respect of any patent,  copyright,  trade
         secret  or other  lawful  proprietary  right of any  other  party,  and
         subject to no restriction, lien, encumbrance,  right, title or interest
         in others. All of the foregoing  Proprietary Rights that are not in the
         public  domain  stand  solely in COM TECH's name and not in the name of
         any  stockholder,  director,  officer,  agent,  partner or  employee or
         anyone  else  known to COM  TECH,  and none of the same has any  right,
         title, interest, restriction, lien or encumbrance therein or thereon or
         thereto.  COM TECH's ownership and use of the proprietary rights do not
         and will not infringe  upon,  conflict  with or violate in any material
         respect any patent, copyright, trade secret or other lawful proprietary
         right of any  other  party,  and no claim is  pending  or,  to the best
         knowledge of COM TECH,  threatened to the effect that the operations of
         COM TECH  infringe  upon or conflict  with the  asserted  rights of any
         other person under any  Proprietary  Right,  and there is no reasonable
         basis for any such claim  (whether  or not pending or  threatened).  No
         claim is pending or, to the best of COM TECH's knowledge, threatened to
         the effect that any such  Proprietary  Rights  owned or licensed by COM
         TECH,  or which COM TECH  otherwise has the right to use, is invalid or
         unenforceable  by COM TECH,  and, to the best of COM TECH's  knowledge,
         there is no reasonable basis for any such claim (whether or not pending
         or  threatened).  COM TECH has not  granted  or  assigned  to any other
         person or entity any right to manufacture, have manufactured,  assemble
         or sell the  products  or  proposed  products  or to provide COM TECH's
         services or proposed services. To the best of COM TECH's knowledge, all
         patents, copyrights,  trademarks,  service marks and federal, state and
         foreign  registrations  thereof, are valid and in full force and effect
         and are not subject to any taxes,  maintenance fees, or actions falling
         due within ninety (90) days after the date hereof.

                  (o)  Material  Contracts.  COM TECH does not have any material
         obligation,   contract,   agreement,  lease,  sublease,  commitment  or
         understanding  of any kind,  nature or  description,  oral or  written,
         fixed or contingent,  due or to become due, existing or inchoate, other
         than as disclosed on COM TECH's Financial  Statements or as provided on
         Schedule  4(o), or consisting  of customer  purchase  orders or service
         contracts,   all  of  which  are  either  reflected  in  the  Financial
         Statements  for the periods  such were in effect,  or which impose upon
         COM TECH a liability of less than $5,000 individually or $25,000 in the
         aggregate.

                  (p) No  Undisclosed  Liabilities.  COM TECH  does not have any
         material  liabilities or obligations,  including,  without  limitation,
         contingent  liabilities for the  performance of any obligation,  except
         for  liabilities or  obligations  which are disclosed or fully provided
         for in COM TECH's Financial Statements.

                                      - 6 -

 56246.3

<PAGE>




                  (q)  Litigation.  Except as disclosed on Schedule 4(q),  there
         are no suits or  proceedings  at law or in equity,  or before or by any
         governmental agency or arbitrator, pending, or to COM TECH's knowledge,
         threatened,  anticipated or contemplated, which, if decided against COM
         TECH, would have a material adverse effect on its business or financial
         condition,  and  there are no  unsatisfied  or  outstanding  judgments,
         orders, decrees or stipulations which in any way affect COM TECH or its
         properties or assets or to which it is or may become a party. There are
         no  claims  against  COM  TECH  pending,  or to  COM  TECH's  knowledge
         threatened,   anticipated,  or  contemplated  which,  if  valid,  would
         constitute  or result in a breach of any  representation,  warranty  or
         agreement set forth herein.

                  (r) Taxes. COM TECH has duly filed all federal,  state,  local
         and other tax returns  and reports  required to be filed by COM TECH on
         or prior to the date  hereof with  respect to all taxes  withheld by or
         imposed  upon COM TECH.  All such  returns  or  reports  reflect in all
         material  respects  COM TECH's  liability  for such  taxes as  computed
         therein for the periods indicated,  and all taxes shown on such returns
         or reports and all assessments  received by COM TECH have been paid, or
         fully  reserved  for,  to the extent  that such taxes have  become due.
         There are no waivers or  agreements  by COM TECH for the  extension  of
         time for the assessment of such taxes.  There are no material questions
         of taxation  which are, as of the date  hereof,  the subject of dispute
         with any taxing authority.  With respect to any period through the date
         hereof  for which tax  returns  have not yet been  filed,  or for which
         taxes are not yet due or owing,  COM TECH has made  adequate  reserves,
         determined in accordance with Generally Accepted Accounting Principles,
         for all liabilities for taxes as set forth in its Financial Statements.
         COM TECH is not  presently  the  subject of any tax audit by any taxing
         authority.

                  (s)  Employee  Benefit  Plans.  COM  TECH  does  not  have any
         employee  benefit  plans  within the  meaning  of  Section  3(3) of the
         Employee  Retirement  Income  Security  Act of  1974,  as  amended  (A)
         sponsored by COM TECH,  (B) to which COM TECH  contributes on behalf of
         its  employees,  (C) with  respect  to which COM TECH  participates  on
         behalf of its employees,  or (D) previously sponsored or contributed to
         by COM TECH on behalf of its employees within the three years preceding
         the date hereof.

                  (t)      No Adverse Change.  Since December 31, 1995 there has
         not been:

                           (i) any material  adverse  change in the  properties,
                  assets, business,  affairs, material contracts or prospects of
                  COM  TECH  and,  to COM  TECH's  knowledge,  no  such  changes
                  currently are threatened, anticipated or contemplated;

                           (ii)  any  actual   or,  to  COM  TECH's   knowledge,
                  threatened,  anticipated or contemplated damage,  destruction,
                  loss, conversion, termination, cancellation, default or taking
                  by eminent domain or other action by  governmental  authority,
                  which has  affected or may  hereafter  affect the  properties,
                  assets, business, affairs, contracts or prospects of COM TECH;


                                      - 7 -

 56246.3

<PAGE>



                           (iii) any material and adverse dispute pending or, to
                  COM TECH's knowledge, threatened, anticipated or contemplated,
                  of any kind with any customer,  supplier, source of financing,
                  employee,  landlord, subtenant or licensee of COM TECH, or any
                  pending or, to COM TECH's knowledge,  threatened,  anticipated
                  or contemplated occurrence or situation of any kind, nature or
                  description  which  is  reasonably  likely  to  result  in any
                  material  reduction in the amount,  or any change in the terms
                  or  conditions,  of business  with any  substantial  customer,
                  supplier or source of financing;

                           (iv)  any  pending  or,  to  COM  TECH's   knowledge,
                  threatened,   anticipated   or   contemplated   occurrence  or
                  situation of any kind,  nature or description  peculiar to the
                  business of COM TECH and  materially  and adversely  affecting
                  its properties, assets, business, affairs or prospects; or

                           (v)      any  material  reduction  of capital, or any
                  redemption of stock or dividend or distribution by COM TECH.

                  (u) Accuracy of Information  Furnished.  COM TECH has not made
         any material misstatement of fact or omitted to state any material fact
         necessary or desirable to make  complete,  accurate and not  misleading
         the representations, warranties and agreements set forth herein.

                  (v) Availability of Documents.  Borrower has made available to
         Lender  copies  of all  documents,  including  without  limitation  all
         agreements, contracts, commitments,  insurance policies, leases, plans,
         instruments, undertakings,  authorizations, permits, licenses, patents,
         trademarks,  tradenames,  service marks,  copyrights  and  applications
         therefor,  referred to herein.  Such copies are true and  complete  and
         include  all  amendments,  supplements  and  modifications  thereto  or
         waivers currently in effect thereunder.

                  (w) Other Loan Documents.  Each  of  the  representations  and
         warranties of  Borrower contained in any of the other Loan Documents is
         true and correct in all material respects.  All of such representations
         and warranties are incorporated herein for the benefit of Lender.

         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;


                                      - 8 -

 56246.3

<PAGE>



     (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 unaudited financial statements;

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

     (d) 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;

     (e) 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;

     (f) Line of Credit  Payment.  Contemporaneously  with the  closing  of this
Loan,  Borrower will pay in full Borrower's  $50,000 Key Bank Line of Credit and
provide to Lender adequate and sufficient  evidence of Key Bank's release of the
assets securing such Line of Credit;

     (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 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:


                                      - 9 -

 56246.3

<PAGE>



                           (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 thirty (30) days after written
                  notice of such failure by Lender to Borrower;

                           (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  the
                  Shareholders of Borrower and Lender;

                           (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;


                                     - 10 -

 56246.3

<PAGE>



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

                  To Borrower:              COM TECH International Corp.
                                            2001 6th Avenue, Suite 2801
                                            Seattle, Washington  98121

                  (c)  Exclusive  Dealing.  For a period  of thirty  (30)  days,
         Borrower shall not directly or indirectly,  through any  representative
         or otherwise,  solicit or entertain offers from,  negotiate with, or in
         any manner encourage,  discuss, accept, or consider any proposal of any
         other person relating to the acquisition of Borrower's  common stock or
         Borrower's assets or businesses,  in whole or in part,  whether through
         direct purchase,

                                     - 11 -

 56246.3

<PAGE>



         merger, consolidation, or other business combination (other than  sales
         of inventory in the ordinary course);

                  (d)  Authority to File Notices.  Borrower irrevocably appoints
         Lender  as  its  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 in the Datamax Joint Venture;

                  (e)      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;

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

                  (g)  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;

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

                  (i)  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,  documentation  and processing fees,  printing
         and duplicating expenses, and air freight charges.  Borrower shall also
         pay a maximum of $5,000 for all attorney  fees and expenses  related to
         the making of this Loan.  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;

                  (j)    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

                                     - 12 -

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<PAGE>



         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;

                  (k)  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(k) shall survive the closing of the
         Loan and the repayment thereof;

                  (l) 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;

                  (m) 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;

                  (n)      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   California without giving effect to
         conflict of laws principles;

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

                  (p)  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;

                  (q)       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

                                     - 13 -

 56246.3

<PAGE>



         connection with this Agreement, or which is an appeal therefrom, may be
         instituted or brought in the Federal District Court for the District of
         California  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;

                  (r)  Provisional  Remedies;  Self Help;  and  Foreclosure.  No
         provision  of  paragraph  7(q)  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
         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;

                  (s)      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;

                  (t)      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;

                  (u)  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;

                  (v) 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.


                                     - 14 -

 56246.3

<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"

                                          COM TECH INTERNATIONAL CORP.


                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          "LENDER"

                                          SAGE RESOURCES, INC.


                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________



                                     - 15 -

 56246.3

<PAGE>



                                  Schedule 4(b)

                      Arrangements Relating to Common Stock



                                     - 16 -

 56246.3

<PAGE>



                                  Schedule 4(c)

                              COM TECH Arrangements

1. COM TECH is a participant in the Datamax Joint Venture dated March 20, 1996.


                                     - 17 -

 56246.3

<PAGE>



                                  Schedule 4(e)

                                    Defaults


                                     - 18 -

 56246.3

<PAGE>



                                  Schedule 4(h)

                           Related Party Transactions


                                     - 19 -

 56246.3

<PAGE>



                                  Schedule 4(m)

                              Properties and Asset


                                     - 20 -

 56246.3

<PAGE>



                                  Schedule 4(o)

                               Material Contracts



                                     - 21 -

 56246.3

<PAGE>


                                  Schedule 4(q)

                                   Litigation

1. COM TECH is  involved  in a  dispute  with Fox  Communication  with a maximum
potential liability of $100,000, plus attorneys' fees and expenses.

                                     - 22 -

 56246.3

<PAGE>