<PAGE>


EXHIBIT 10.1
                               ADVISORY AGREEMENT

                  Agreement (the "Agreement") dated as of April 22, 2003, by and
between Hy-Tech  Technologies  Group,  Inc. and its  subsidiaries,  (hereinafter
referred to as the  "Company"),  the Gary F. McNear  Revocable Trust dated March
17, 1998 ("Gary  Trust"),  Susan M. McNear  Revocable Trust dated March 17, 1998
("Susan Trust"),  Craig W. Conklin  Revocable Trust dated April 19, 2000 ("Craig
Trust"),  Margaret L. Conklin  Revocable  Trust dated April 19, 2000  ("Margaret
Trust") and Altos Bancorp Inc., (hereinafter referred to as the "Advisor.")

                              W I T N E S S E T H:

                  WHEREAS,  the  Company  desires to retain the  Advisor and the
Advisor  desires  to be  retained  by the  Company  pursuant  to the  terms  and
conditions hereinafter set forth:

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual promises and covenants herein contained, it is hereby agreed as follows:

                  SECTION 1.  RETENTION.

                  (a) The Company  hereby  retains  the Advisor on an  exclusive
basis to perform the  services  set forth in Section 1 (b) below  during the one
(1) year period,  which shall be renewable upon written agreement of the parties
for additional  six-month  periods (the initial one-year period and any renewals
thereof,  the "Term"),  commencing  on the date hereof,  and the Advisor  hereby
accepts such  retention and shall  perform for the Company the duties  described
herein,  faithfully and to the best of its ability. During the Term, the Advisor
shall report  directly to the  President of the Company or the  President of the
Company shall designate another senior officer.

                  (b) The  Advisor  shall  serve as a  business  advisor  to the
Company and render such advice and services to the Company as may be  reasonably
requested  by the Company  including,  without  limitation,  equity  and/or debt
financings,   strategic  planning,  merger  and  acquisition  possibilities  and
business development activities including, without limitation, the following:

                           (i) study and review of the business, operations, and
historical  financial  performance  of  the  Company  (based  upon  management's
forecast of financial performance) so as to enable the Advisor to provide advice
to the Company;

                           (ii) assist the Company in  attempting  to  formulate
the best strategy to meet the  Company's  working  capital and capital  resource
needs;

                           (iii)  assist  in the  formulation  of the  terms and
structure of any reasonable proposed business combination  transaction involving
the Company;

                           (iv)  assist  in the  presentation  to the  Board  of
Directors of the Company of any proposed transaction;


<PAGE>

                           (v) advise the  Company in the  preparation  of press
releases and other communications with the financial and investment communities;

                           (vi)  assist the  Company in its  efforts to have its
securities  listed on a  nationally  listed  stock  exchange  by  analyzing  the
quantitative and qualitative requirements as required by any exchange, including
but  not  limited  to (A)  net  tangible  assets  or  market  capitalization  or
shareholders  equity or net income,  (B) public  float of the  Company's  common
stock,  (C)   market-makers,   (D)   shareholders,   (E)  corporate   governance
requirements,  (F) independent directors,  (G) audit and compensation committees
and (H) assist, where necessary, in an effort to enable the Company to obtain an
exchange  listing  and  to  be  in a  position  to  remain  continuously  listed
thereafter; and

                           (vii)  introduce the Company to potential  lenders of
funds as well as to potential  investors (whether such investment is in the form
of debt and/or equity financing or some combination thereof).


                   SECTION 2.       COMPENSATION.

                  (a) If the Advisor  introduces  the Company to any provider of
an equity  financing  (the "Equity  Financing")  which the Company  closes,  the
Company shall pay the Advisor a fee consisting of (i) cash in an amount equal to
ten percent (10%) of the total gross cash  proceeds of the Equity  Financing and
(ii) warrants to purchase  such number of shares of the  Company's  common stock
(the  "Common  Stock")  as shall  equal ten  percent  (10%) of the shares of the
Common  Stock  issued or to be issued  upon  conversion  and/or  exercise in the
Equity Financing on a post-financing,  fully-diluted  basis at an exercise price
of $0.01 per share and  exercisable,  in whole or in part,  during  the five (5)
year period  commencing  on the issuance  date of such  warrants  (the  "Warrant
Fee"). The Warrant Fee, at the option of the Advisor, may be paid for in cash or
by an exchange as a "cashless exercise."

                  (b)  If the  Advisor  introduces  the  Company  to any  merger
candidate  or  facilitates  a merger or  acquisition  with a public  or  private
company (the  "Merger"),  which the Company  closes,  the Company  shall pay the
Advisor a fee  consisting of (i) cash in an amount equal to ten percent (10%) of
the total gross cash  proceeds of the Merger and (ii) a Warrant Fee equal to ten
percent  (10%) of the shares of the  Common  Stock  issued or to be issued  upon
conversion  and/or  exercise  in the Merger on a  post-financing,  fully-diluted
basis. The Warrant Fee, at the option of the Advisor, may be paid for in cash or
by an  exchange as a  "cashless  exercise."  In the event the Company is not the
surviving  entity of the  Merger,  then the  Warrant  Fee  shall be  issued  and
convertible into the common stock of such surviving entity.
                  .
                  (c)  If  the  Advisor   introduces   the  Company  to  sources
(individually,  the "Advisor  Source") who provide any of the following  capital
related  instruments for the Company (each a  "Transaction"),  the Company shall
pay the  Advisor a cash fee at  closing  based  upon the total face value of the
Transaction in accordance with the following  schedule:  (i) six percent (6%) of
any debt financing;  (ii) three percent (3%) of any revolving credit line; (iii)
two percent (2%) of any credit enhancement  instrument,  including on an insured

                                       2

Advisor Initial:________                             Company Initial:_______

<PAGE>

or  guaranteed  basis;  and (iv)  ten  percent  (10%)  of any  revenue-producing
contract,  fee-sharing arrangement,  or similar agreement. This obligation shall
survive  for a  period  of two (2)  years  from  the  date of  execution  of the
agreement for each Transaction.

                  (d)  In  the  event  an  Advisor  Source  provides  an  Equity
Financing  and/or a Transaction to satisfy the Company's  obligation to SunTrust
Bank,  as defined  herein,  then upon the  closing of such event (i) the Company
agrees to grant to Advisor option to purchase Ten Million (10,000,000) shares of
the Common Stock  currently  owned by the persons  listed in Schedule B attached
hereto (the "SunTrust  Option Fee") in addition to all compensation set forth in
Section 2 (a) and (b); and (ii) the persons listed in Schedule B attached hereto
agree to grant a proxy on all of the shares of Common Stock which appear next to
their respective names to the Advisor.  The SunTrust Option Fee shall be paid in
accordance  with all the  terms and  conditions  of a  Warrant  Fee as  provided
herein,  including  but  not  limited  to  registration  rights  on  the  Shares
underlying  the  SunTrust  Option Fee. The  SunTrust  obligation  will be deemed
satisfied for the purposes of this Agreement upon the execution of any financing
mechanism that combines the actual  payment of funds with any "firm  commitment"
from an  institutional  fund for a "PIPE",  or similar  type  investment,  which
includes the satisfaction of the Company's  written  settlement with SunTrust on
matters relating to the Company,  Hy-Tech Computer Systems,  Inc, Gary F. McNear
and Craig W.  Conklin.  The Advisor will have the right to exercise the SunTrust
Option Fee at anytime from and after the satisfaction of the SunTrust obligation
as provided for herein.

                  (e)  Each  Advisor  Source  introduced  to the  Company  under
Section  2 (c) on the date of this  Agreement  shall be  listed  in  Schedule  A
annexed hereto and made a part hereof.  Subsequent to the date of this Agreement
and  immediately  upon the Advisor's  introduction  of an Advisor  Source to the
Company,  the Advisor shall amend Schedule A to include each additional  Advisor
Source and deliver such  amended  Schedule A to the Company and the Escrow Agent
within ten (10) days of such introduction.

                  (f) The Company shall pay to the Advisor a retainer fee in the
amount of Thirty Thousand Dollars  ($30,000).  Ten Thousand Dollars ($10,000) to
be paid upon the  release by  SunTrust  Bank of  garnishments  of the  Company's
checking  accounts,  and Twenty Thousand  dollars  ($20,000) to be paid when the
Company closes a working capital loan, or equity  financing in an amount greater
than Eight Hundred  Thousand  ($800,000).  The Retainer Fee shall be paid to the
Advisor by the Company in  certified  funds or by wire  transfer of  immediately
available funds to the accounts designated by the Advisor.

                  (g) Except as otherwise provided for herein:

                  (i)  All  fees  due to the  Advisor  hereunder  shall  have no
offsets,  are non-refundable,  non-cancelable and shall be free and clear of any
and all encumbrances.

                           (ii) All cash fees due the Advisor hereunder shall be
paid to the Advisor  immediately upon closing of any Equity  Financing,  Merger,
and  Transaction  (collectively,  the "Fee  Transaction")  by wire  transfer  of
immediately  available  funds from the proceeds of the Fee  Transaction,  either
directly or from the formal or informal escrow  arrangement  established for the
Fee Transaction  (collectively,  the "Closing  Agent"),  pursuant to the written
wire transfer instructions of the Advisor to the Closing Agent.

                                       3

Advisor Initial:________                             Company Initial:_______

<PAGE>

                           (iii) All securities  fees due the Advisor  hereunder
shall be made via DTC or the  DWAC  system,  or by  certified  certificates,  as
applicable,  and  shall be  delivered  to the  Advisor  from the  Closing  Agent
immediately upon closing of any Fee Transaction.

                           (iv) All  securities  fees due the Advisor  hereunder
shall  be duly  issued,  fully-paid  (exclusive  of  warrants  or  options)  and
non-assessable and shall be in the same form, with the same terms and conditions
as the securities provided to the Company pursuant to any Fee Transaction.

                           (v) All fees due the Advisor  hereunder shall be paid
in shares of the Common Stock and warrants  and/or options to purchase shares of
the Common Stock (collectively,  the "Registerable Stock") shall be duly issued,
fully-paid (exclusive of warrants or options),  non-assessable.  Notwithstanding
anything  otherwise  contained herein,  the Company agrees that it shall provide
piggyback registration rights and register the Registerable Stock, on Form SB-2,
S-3, S-4 or similar  registration  statement and in compliance  with any and all
federal  and state  securities  laws,  in the  name(s) of and to the  account(s)
designated by the Advisor.  The Company agrees to pay all costs  associated with
registering the Registerable Stock for resale.

                  (h) The Company  authorizes  and directs the Closing  Agent to
distribute  directly or from escrow any and all fees due the Advisor  hereunder.
The  Company  agrees  that such fees and the manner of payment  and  delivery as
herein provided shall be included in the documentation of any Fee Transaction.

                  SECTION 3. EXPENSES.  The Company shall  reimburse the Advisor
for all  out-of-pocket  expenses  incurred by the Advisor in connection with its
duties  hereunder,  including  but not limited to the  Advisor's  due  diligence
activities  with respect to the Company.  Any such  expenses  shall  require the
prior  written  approval  of the  Company  and  shall be  evidenced  by  written
documentation  prior  to  reimbursement.  Reimbursement  by the  Company  to the
Advisor will be made within  thirty (30) days of the  Company's  receipt of said
documentation.

                  SECTION  4.  TERMINATION  FEE.  Provided  that the  Advisor is
proceeding  in good faith at all times,  the Company  warrants  that it will not
terminate this Agreement for any reason unless such termination is made pursuant
to Section 5 of this  Agreement.  The  Company  also  warrants  that it will not
terminate,  cancel or rescind any  agreements,  term sheets or letters of intent
pursuant to any Equity Financing,  Merger,  Transaction or Other Transaction the
Company enters into that was facilitated by the Advisor unless such cancellation
is made pursuant to pertinent "out clauses" of those respective documents ("Just
Cause"). In the event the Company elects not to proceed with a Equity Financing,
Merger,  Transaction or Other  Transaction  that was  facilitated by the Advisor
without  just  cause,  the  Company  shall  immediately  pay  to the  Advisor  a
termination  fee equal to fifty  percent (50%) of the total fees that would have
been paid to the Advisor had the transaction been effected.

                                       4

Advisor Initial:________                             Company Initial:_______

<PAGE>

                  SECTION  5.  TERMINATION.  This  Agreement  and the  Advisor's
engagement  hereunder shall not be terminated by Company under any circumstances
nor for any reason  whatsoever,  unless all compensation due to Advisor pursuant
to Section 2 above has been distributed to the Advisor from the Closing Agent.

                  SECTION 6. CONFIDENTIAL  INFORMATION.  The Advisor agrees that
during and after the Term,  it will keep in strictest  confidence,  and will not
disclose or make  accessible to any other person without the written  consent of
the Company, the Company's products,  services and technology,  both current and
under development,  promotion and marketing  programs,  lists, trade secrets and
other confidential and proprietary business information of the Company or any of
its  clients  and  third  parties  including,  without  limitation,  Proprietary
Information  (as  defined in Section 7) (all of the  foregoing  is  referred  to
herein as the "Confidential Information"). The Advisor agrees (a) not to use any
such  Confidential  Information  for himself or others;  and (b) not to take any
such material or reproductions thereof from the Company's facilities at any time
during the Term  except,  in each  case,  as  required  in  connection  with the
Advisor's duties hereunder.

                  Notwithstanding  the  foregoing,  the  parties  agree that the
Advisor is free to use (a) information in the public domain not as a result of a
breach of this Agreement,  (b) information  lawfully received form a third party
who had the  right  to  disclose  such  information  and (c) the  Advisor's  own
independent skill, knowledge,  know-how and experience to whatever extent and in
whatever way he wishes,  in each case  consistent  with his  obligations  as the
Advisor and that,  at all times,  the  Advisor is free to conduct  any  research
relating to the Company's business.

                  SECTION 7. OWNERSHIP OF PROPRIETARY  INFORMATION.  The Advisor
agrees that all  information  that has been created,  discovered or developed by
the Company, its subsidiaries,  affiliates,  licensors, licensees, successors or
assigns  (collectively,   the  "Affiliates")  (including,   without  limitation,
information  relating to the  development  of the  Company's  business  created,
discovered,  developed by the Company or any of its affiliates  during the Term,
and information relating to the Company's customers,  suppliers,  advisors,  and
licensees)  and/or in which  property  rights have been  assigned  or  otherwise
conveyed to the  Company or the  Affiliates,  shall be the sole  property of the
Company or the Affiliates, as applicable,  and the Company or the Affiliates, as
the case may be,  shall be the sole owner of all patents,  copyrights  and other
rights in connection  therewith,  including without limitation the right to make
application  for statutory  protection.  All the  aforementioned  information is
hereinafter called  "Proprietary  Information." By way of illustration,  but not
limitation,   Proprietary   Information   includes  trade  secrets,   processes,
discoveries,  structures,  inventions,  designs,  ideas,  works  of  authorship,
copyrightable works, trademarks, copyrights, formulas, improvements, inventions,
product concepts,  techniques,  marketing plans, merger and acquisition targets,
strategies,  forecasts, blueprints, sketches, records, notes, devices, drawings,
customer    lists,    patent    applications,     continuation     applications,
continuation-in-part  applications,  file wrapper continuation  applications and
divisional  applications  and information  about the Company's  Affiliates,  its
employees and/or advisors (including,  without limitation, the compensation, job
responsibility and job performance of such employees and/or advisors).

                  All original  content,  proprietary  information,  trademarks,
copyrights,  patents or other intellectual  property created by the Advisor that
does not include any specific information relative to the Company's  proprietary
information, shall be the sole and exclusive property of the Advisor.


                                       5

Advisor Initial:________                             Company Initial:_______

<PAGE>

                  SECTION 8.  INDEMNIFICATION.  The Company  represents that all
materials provided or to be provided to the Advisor or any third party regarding
the  Company's  financial  affairs or  operations  are and shall be truthful and
accurate  and in  compliance  with  any and all  applicable  federal  and  state
securities  laws.  The Company agrees to indemnify and hold harmless the Advisor
and its  advisors,  professionals  and  affiliates,  the  respective  directors,
officers,  partners,  members,  managers,  agents and  employees  and each other
person,  if any,  controlling  the Advisor or any of its  affiliates to the full
extent lawful,  from and against all losses,  claims,  damages,  liabilities and
expenses   incurred  by  them   (including   reasonable   attorneys'   fees  and
disbursements)  that result from actions taken or omitted to be taken (including
any untrue  statements made or any statement omitted to be made) by the Company,
its agents or  employees  which  relate to the scope of this  Agreement  and the
performance of the services by the Advisor contemplated  hereunder.  The Advisor
will  indemnify  and hold  harmless  the Company and the  respective  directors,
officers,  agents,  affiliates and employees of the Company from and against all
losses,  claims  damages,  liabilities  and expenses that result from bad faith,
gross negligence or unauthorized  representations of the Advisor. Each person or
entity seeking  indemnification  hereunder shall promptly notify the Company, or
the Advisor, as applicable,  of any loss, claim, damage or expense for which the
Company or the  Advisor,  as  applicable,  may become  liable  pursuant  to this
Section 8. No party shall pay,  settle or acknowledge  liability  under any such
claim without consent of the party liable for indemnification,  and shall permit
the Company or the Advisor, as applicable,  a reasonable opportunity to cure any
underlying problem or to mitigate actual or potential damages. The scope of this
indemnification  between the  Advisor  and the Company  shall be limited to, and
pertain only to certain  transactions  contemplated  or entered into pursuant to
this Agreement.

                  The  Company or the  Advisor,  as  applicable,  shall have the
opportunity to defend any claim for which it may be liable  hereunder,  provided
it notifies the party  claiming the right to  indemnification  in writing within
fifteen (15) days of notice of the claim.

                  The  rights  stated  pursuant  to this  Section  8 shall be in
addition  to any rights  that the  Advisor,  the  Company,  or any other  person
entitled to indemnification may have in common law or otherwise,  including, but
not limited to, any right to contribution.

                  SECTION 9. NOTICES.  Any notice or other  communication  under
this Agreement  shall be in writing and shall be deemed to have been duly given:
(a) upon facsimile transmission (with written transmission  confirmation report)
at the number  designated below; (b) when delivered  personally  against receipt
therefore;  (c) one day after being sent by Federal Express or similar overnight
delivery;  or (d) five (5)  business  days  after  being  mailed  registered  or
certified mail, postage prepaid.  The addresses for such communications shall be
as set forth  below or to such  other  address  as a party  shall give by notice
hereunder to the other party to this Agreement.


       If to the Company:        Hy-Tech Technologies Group, Inc.
                                 1840 Boy Scout Dr.
                                 Fort Meyers, FL 33907
                                 Telephone:        (239) 278-4111
                                 Facsimile:        (239) 278-4691
                                 Attention: Mr. Gary F. McNear, CEO

                                       6
Advisor Initial:________                             Company Initial:_______

<PAGE>

       If to the Advisor:        Altos Bancorp, Inc.
                                 101 First St., PMB 493
                                 Los Altos, CA  94022
                                 Telephone:        (650) 941-6726
                                 Facsimile:        (801) 681-3117
                                 Attention:  Mr. Martin Nielson, CEO

       With copies to:           Kaplan Gottbetter & Levenson, LLP
                                 630 Third Avenue
                                 New York, NY 10017
                                 Telephone:        (212) 983-6900
                                 Facsimile:        (212) 983-9210
                                 Attention:  Mr. Adam S. Gottbetter

       With copies to:           Maximum Ventures, Inc.
                                 1175 Walt Whitman Road, Suite 100
                                 Melville, New York  11747
                                 Telephone:  (631) 424-9009
                                 Telecopy:  (631) 424-9010
                                 Attention: Mr. Abraham "Avi" Mirman, President


                  SECTION 10. STATUS OF ADVISOR.  The Advisor shall be deemed to
be an independent  contractor and, except as expressly provided or authorized in
this Agreement, shall have no authority to act for on behalf of or represent the
Company. This Agreement does not create a partnership or joint venture.

                  SECTION  11.  OTHER   ACTIVITIES   OF  ADVISOR.   The  Company
recognizes  that the Advisor now  renders and may  continue to render  financial
consulting and other investment  banking services to other companies that may or
may not conduct  business and  activities  similar to those of the Company.  The
Advisor  shall not be  required  to devote  its full time and  attention  to the
performance of its duties under this Agreement, but shall devote only so much of
its time and attention as it deems reasonable or necessary for such purposes.

                  SECTION 12. SUCCESSORS AND ASSIGNS.  This Agreement and all of
the  provisions  hereof  shall be binding  upon and inure to the  benefit of the
parties  hereto and their  respective  successors  and permitted  assigns.  This
Agreement  and any of the rights,  interests  or  obligations  hereunder  may be
assigned by the Advisor without the prior written  consent of the Company.  This
Agreement and any of the rights,  interests or obligations  hereunder may not be
assigned by the Company without the prior written consent of the Advisor,  which
consent shall not be unreasonably withheld.

                  SECTION 13.  SEVERABILITY  OF PROVISIONS.  If any provision of
this  Agreement  shall be declared by a court of  competent  jurisdiction  to be
invalid,  illegal  or  incapable  of being  enforced  in  whole or in part,  the
remaining  conditions  and  provisions or portions  thereof  shall  nevertheless
remain in full force and effect and  enforceable  to the extent  they are valid,
legal and enforceable, and no provision shall be deemed dependent upon any other
covenant or provision unless so expressed herein.

                                       7

Advisor Initial:________                             Company Initial:_______

<PAGE>

                  SECTION 14. ENTIRE AGREEMENT; MODIFICATION. This Agreement and
the schedule hereto contains the entire agreement of the parties relating to the
subject  matter  hereof,  and  the  parties  hereto  and  thereto  have  made no
agreements, representations or warranties relating to the subject matter of this
Agreement  which are not set forth herein.  No amendment or modification of this
Agreement  shall be valid  unless  made in  writing  and  signed  by each of the
parties hereto.

                  SECTION  15.  NON-WAIVER.  The  failure of any party to insist
upon the strict  performance  of any of the terms,  conditions and provisions of
this Agreement  shall not be construed as a waiver or  relinquishment  of future
compliance therewith,  and said terms, conditions and provisions shall remain in
full force and effect.  No waiver of any term or condition of this  Agreement on
the part of any party shall be effective for any purpose  whatsoever unless such
waiver is in writing and signed by such party.

                  SECTION  16.  REMEDIES  FOR  BREACH.  The  Advisor and Company
mutually  agree  that  any  breach  of  Sections  2,  4, 5, 6, 7, 8 or 9 of this
Agreement  by the  Advisor or the Company  may cause  irreparable  damage to the
other party and/or their  affiliates,  and that monetary damages alone would not
be adequate  and,  in the event of such breach or threat of breach,  the damaged
party  shall have,  in  addition to any and all  remedies at law and without the
posting  of a bond or  other  security,  the  right to an  injunction,  specific
performance  or other  equitable  relief  necessary  to prevent  or redress  the
violation of either party's  obligations under such Sections.  In the event that
an actual  proceeding  is  brought  in  equity to  enforce  such  Sections,  the
offending  party shall not urge as a defense that there is an adequate remedy at
law nor shall the damaged  party be prevented  from  seeking any other  remedies
that may be available to it. The defaulting  party shall pay all attorney's fees
and costs incurred by the other party in enforcing this Agreement.

                  SECTION 17. GOVERNING LAW. The parties hereto acknowledge that
the  transactions  contemplated by this Agreement bear a reasonable  relation to
the state of New York.  This  Agreement  shall be governed by, and construed and
interpreted  in  accordance  with,  the  internal  laws of the state of New York
without  regard to such state's  principles  of  conflicts of laws.  The parties
irrevocably and  unconditionally  agree that the exclusive place of jurisdiction
for any action, suit or proceeding  ("Actions") relating to this Agreement shall
be in the state  and/or  federal  courts  situate in the county and state of New
York.  Each party  irrevocably and  unconditionally  waives any objection it may
have to the venue of any Action brought in such courts or to the  convenience of
the forum.  Final  judgment in any such Action  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the  judgment,  a certified or true
copy of which  shall be  conclusive  evidence  of the fact and the amount of any
indebtedness or liability of any party therein described.  Service of process in
any  Action  by any  party  may be made by  serving  a copy of the  summons  and
complaint,  in addition to any other relevant documents, by commercial overnight
courier to any other party at their address set forth in this Agreement.

                  SECTION  18.  HEADINGS.  The  headings  of  the  Sections  are
inserted  for   convenience   of  reference   only  and  shall  not  affect  any
interpretation of this Agreement.

                                       8

Advisor Initial:________                             Company Initial:_______

<PAGE>

                  SECTION 19.  COUNTERPARTS.  This  Agreement may be executed in
counterpart  signatures,  each of which shall be deemed an original,  but all of
which,  when taken together,  shall constitute one and the same  instrument,  it
being  understood that both parties need not sign the same  counterpart.  In the
event that any signature is delivered by facsimile transmission,  such signature
shall create a valid and binding  obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect as if
such facsimile signature page were an original thereof.


                      [Signature Page Immediately Follows]

                                       9

Advisor Initial:________                             Company Initial:_______

<PAGE>



                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and year first written above.


                        HY-TECH TECHNOLOGIES GROUP, INC.


                        By: _____________________________
                        Gary F. McNear, CEO


                        ALTOS BANCORP, INC.


                        By: _____________________________
                        Martin Nielson, CEO


                        Gary F. McNear, trustee for the
                        Gary F. McNear Revocable Trust dated March 17, 1998

                        By: _____________________________
                                 Gary F. McNear


                        Susan M. McNear, trustee for the
                        Susan M. McNear Revocable Trust dated March 17, 1998

                        By: _____________________________
                                 Susan M. McNear


                        Craig W. Conklin, trustee for the
                        Craig W. Conklin Revocable Trust dated April 19, 2000

                        By: _____________________________
                                 Craig W. Conklin


                        Margaret L. Conklin, trustee for the
                        Margaret L. Conklin Revocable Trust dated April 19, 2000

                        By: _____________________________
                                 Margaret L. Conklin


                                       10

Advisor Initial:________                             Company Initial:_______

<PAGE>



                                   SCHEDULE A

         MERGER, ACQUISITION, STRATEGIC ALLIANCE, LENDER & INVESTOR LIST

                      For: Hy-Tech Technologies Group, Inc.

                             By: Altos Bancorp, Inc.

                                  CONFIDENTIAL




                                       11

Advisor Initial:________                             Company Initial:_______

<PAGE>


                                   SCHEDULE B

The  following  calculation  is upon the  assumption  that as of the date of the
execution of this contract, HYTT has approximately 27 million shares outstanding
on a  fully-diluted  basis  (assuming the certificate to Mercatus for 13,888,889
shares will be cancelled).

Shares by McNear,  Conklin, and affiliates subject to option (10,000,000 shares)
and irrevocable proxy (15,838,448):

<TABLE>
<CAPTION>
                                                             Shares Subject     Shares
                                                             To Option          Subject to
                                                                                Proxy*


<S>                                                           <C>                <C>
Gary F. McNear, trustee for the
Gary F. McNear Revocable Trust dated March 17, 1998            3,959,612          3,959,612

Susan M. McNear, trustee for the
Susan M. McNear Revocable Trust dated March 17, 1998           1,040,388          3,959,612

Craig W. Conklin, trustee for the
Craig W. Conklin Revocable Trust dated April 19, 2000          3,959,612          3,959,612

Margaret L. Conklin, trustee for the
Margaret L. Conklin Revocable Trust dated April 19, 2000       1,040,388          3,959,612
                                                              ----------          ---------

Total                                                         10,000,000         15,838,448

</TABLE>

* The proxy will be  irrevocable  for (a) the term of the option with respect to
shares  that are  subject to the option and (b) six (6) months  with  respect to
shares that are not subject to the option.


                                       12

Advisor Initial:________                             Company Initial:_______

<PAGE>