<PAGE>

Exhibit 10.2

                  STOCK OPTION AND IRREVOCABLE PROXY AGREEMENT

         This Stock Option and  Irrevocable  Proxy Agreement is made as of April
__, 2003 by and between Gary F. McNear, trustee for the Gary F. McNear Revocable
Trust dated March 17, 1998 (the "Gary Trust"),  Susan M. McNear, trustee for the
Susan M. McNear Revocable Trust dated March 17, 1998 (the "Susan Trust"),  Craig
W.  Conklin,  trustee for the Craig W. Conklin  Revocable  Trust dated April 19,
2000 (the "Craig  Trust"),  Margaret  L.  Conklin,  trustee for the  Margaret L.
Conklin   Revocable   Trust  dated  April  19,  2000  (the  "Margaret   Trust"),
(collectively, the Gary Trust, the Susan Trust, the Craig Trust and the Margaret
Trust are referred to as the "Trusts") and Altos Bancorp Inc. (the "Optionee").

                                    RECITALS

         A.  Optionee  has entered  into an Advisory  Agreement  (the  "Advisory
Agreement") with Hy-Tech  Technologies Group, Inc. (the "Company"),  pursuant to
which there is a condition  that the Trusts  grant an option to the  Optionee to
acquire ten million  (10,000,000) shares of common stock held by the Trusts (the
"Option  Shares") and a proxy (the "Proxy') with respect to all of the shares of
common  stock held by the Trusts.  The Trusts  hereby agree to grant such option
for the Option Shares and Proxy as hereinafter provided.

NOW THEREFORE, specifically incorporating these recitals herein, it is agreed as
follows:

                                    AGREEMENT


                                   SECTION 1
                                GRANT OF OPTIONS

1.1 NUMBER OF SHARES. Subject to the terms and conditions of this Agreement, the
Trusts  grant to Optionee,  Options to purchase  from the Trusts an aggregate of
ten million  (10,000,000)  shares (the "Option  Shares") of the Company's common
stock.  Each of the Trusts  grants an option for the number of Option Shares set
forth next to its name on Schedule A attached hereto.

1.2 EXERCISE  PRICE.  Each Option Share is exercisable at a price of US $.01 per
share (the "Option Price").

1.3 TERM. The Expiration Date for all Options shall be the later of (a) the date
occurring  three (3) years from the date of this  Agreement or (b) the date that
this three (3) years after the date that this  Agreement is released to Optionee
under the terms of the Advisory Agreement.

1.4  VESTING.  The Options  granted  herein  fully vest upon  execution  of this
Agreement.

1.5 CONDITIONS OF OPTION. The Options may be exercised immediately upon delivery
to Optionee under the terms of the Advisory Agreement,  subject to the terms and
conditions as set forth in this Agreement.


<PAGE>

                                   SECTION 2
                               EXERCISE OF OPTION

2.1 DATE  EXERCISABLE.  The  Options  shall  become  exercisable  by Optionee in
accordance with Section 1.4 above.

2.2 MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK.  The Options may
be exercised by the Optionee,  in whole or in part, by giving  written notice to
the Trust or Trusts whose Option  Shares are subject to such  exercise,  setting
forth the number of Shares with respect to which Options are being exercised, in
the form attached  hereto as Exhibit A. The purchase  price of the Option Shares
upon  exercise  of the  Options by the  Optionee  shall be paid in full in cash,
except as provided in section 2.3 below.

2.3 CASHLESS  EXERCISE.  Optionee may, at its option, in lieu of paying cash for
the Option Shares,  exercise this Option by an exchange, in whole or in part (an
"Option  Exchange"),  by  delivery  of (i) a duly  executed  Notice of  Exercise
electing an Option  Exchange  and (ii) the Option  Agreement  representing  this
Option. In connection with any Option Exchange,  the Optionee shall be deemed to
have paid for the Option Shares an amount equal to the Fair Market Value of each
Option  delivered,  and the Options shall be deemed  exercised for the amount so
paid.  For this purpose,  the Fair Market Value of each Option is the difference
between the Market Value of a Share of Common  Stock and the  Exercise  Price on
the date of  delivery.  Market  Value  shall mean the average of the closing bid
price for a Share of common Stock  during the ten (10)  trading  days  preceding
delivery.  In no event shall the  Optionee be entitled to receive  more than the
total number of Option Shares granted hereunder.

2.4 STOCK  CERTIFICATES.  Promptly after any exercise in whole or in part of the
Options by Optionee,  the Trust or Trusts subject to such exercise shall deliver
to Optionee a certificate or certificates  for the number of Shares with respect
to which the Options were so exercised,  registered in Optionee's  name. In lieu
thereof,  if the certificates  for the Shares are held in escrow,  they shall be
delivered to Optionee by the escrow agent or comparable  party. The certificates
for the Shares shall bear a legend  referring to the  restrictions  set forth in
this Agreement and that the Shares are subject to the Option and Proxy set forth
in this Agreement..

                                   SECTION 3
                                 TRANSFERABILITY

3.1 NO RESTRICTION. The Options are transferable by Optionee.

                                   SECTION 4
                IRREVOCABLE PROXY; NO OTHER RIGHTS AS SHAREHOLDER
                               PRIOR TO EXERCISE

4.1 Each Trust,  being a holder of Shares of Common Stock of the  Company,  does
hereby  constitute and appoint  Optionee,  with full power of substitution,  the
true and lawful  attorney and proxy of such Trust for it and in its name,  place
and  stead,  to attend  and to vote as the proxy of such  Trust,  at any and all
meetings of shareholders of the Company or any adjournments  thereof, all of the
Common Stock eligible to vote which are held of record or beneficially,  by such
Trust,  on any and all matters,  proposals and  questions,  that may be lawfully
considered  there, and to execute any written consents of Shareholder  which may
be solicited as fully and with the same number of votes and with the same effect
as such Trust could do if personally present thereat or if personally  solicited

                                       2
<PAGE>

to  execute  such  written  consents.  Each Trust  hereby  revokes  all  proxies
heretofore  made by it. Each Trust hereby  ratifies all that the Optionee may or
shall lawfully do in voting the Common Stock in accordance  herewith at any such
meeting or adjournment  in respect of all matters,  proposals and questions that
may properly come before the shareholders  for  consideration  and action.  Each
Trust  acknowledges  that  this  proxy  is  coupled  with  an  interest  and  is
irrevocable  with  respect to all Common  Stock owned by such Trust for the term
set forth in the forms of proxy  attached  hereto.  The Gary Trust shall execute
and deliver  the form of  irrevocable  proxy  attached  hereto as  Schedule  B-1
simultaneously  with the  execution  of this  Agreement.  The Susan  Trust shall
execute and deliver the form of irrevocable  proxy attached  hereto as Schedules
B-2 and B-3 simultaneously with the execution of this Agreement. The Craig Trust
shall  execute and  deliver the form of  irrevocable  proxy  attached  hereto as
Schedule B-4 simultaneously  with the execution of this Agreement.  The Margaret
Trust shall execute and deliver the form of irrevocable proxy attached hereto as
Schedule B-5 and B-6 simultaneously with the execution of this Agreement.

4.2 Except for the  irrevocable  proxy set forth in section 4.1,  Optionee shall
not be deemed for any purpose to be a shareholder of Company with respect to any
shares  subject to the Options  under this  Agreement to which the Options shall
not have been exercised.

                                   SECTION 5
                                   ADJUSTMENTS

5.1 NO EFFECT ON CHANGES IN COMPANY'S  CAPITAL  STRUCTURE.  The existence of the
Options  shall not  affect in any way the right or power of the  Company  or its
shareholders   to  make  or   authorize   any   adjustments,   recapitalization,
reorganization,  or other  changes in the  Company's  capital  structure  or its
business,  or any merger or consolidation of the Company, or any issue of bonds,
debentures,  preferred or  preference  stocks  ahead of or affecting  the Option
Shares,  or the  dissolution  or  liquidation  of the  Company,  or any  sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or proceeding, whether of a similar character or otherwise.

5.2  ADJUSTMENT  TO OPTION  SHARES.  The Option Shares are subject to adjustment
upon recapitalization,  reclassification, consolidation, merger, reorganization,
stock  dividend,  reverse or forward  stock  split and the like.  If the Company
shall be  reorganized,  consolidated  or merged with another  Company,  Optionee
shall be entitled to receive upon the exercise of the Option the same number and
kind of shares of stock or the same amount of property,  cash or  securities  as
Optionee  would have been  entitled to receive  upon the  happening  of any such
corporate event as if Optionee had been,  immediately  prior to such event,  the
holder of the  number of Shares  covered by the  Option.  If the  Company  shall
declare  any  dividend  or  distribution  after  the date of  execution  of this
Agreement,  the Trust or Trusts  whose  Shares are  subject to the Option  shall
deliver such dividend or distribution to the Optionee along with the certificate
for such shares when the Option is exercised.


                                       3
<PAGE>

                                   SECTION 6
                            MISCELLANEOUS PROVISIONS

6.1 DISPUTES; CONSENT TO JURISDICTION.  All of the parties hereto hereby consent
to the  jurisdiction of the Federal and State courts located in New York, NY, in
any proceeding  arising out of or in connection with this Agreement.  The Trusts
each  waive  any  objection  to such  proceeding  based on  venue  or forum  non
conveniens.  The Optionee and the Trusts each waive personal  service of any and
all process upon them and consent that all such service may be made by certified
mail (return receipt requested) directed to them as provided in section 6.2.

6.2 NOTICES. Any notice that a party may be required or permitted to give to the
other shall be in writing, and may be delivered personally, by overnight courier
or by certified or registered mail, postage prepaid, addressed to the parties at
their current  principal  addresses,  or such other address as either party,  by
notice to the other, may designate in writing from time to time.

6.3 LAW  GOVERNING.  This  Agreement  shall  be  governed  by and  construed  in
accordance with the laws of the State of New York.

6.4 TITLES AND  CAPTIONS.  All  section  titles or  captions  contained  in this
Agreement are for  convenience  only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.

6.5 ENTIRE AGREEMENT.  This Agreement contains the entire understanding  between
the parties and supersedes any prior  understandings and agreements between them
respecting the subject matter of this Agreement.

6.6  AGREEMENT  BINDING.  This  Agreement  shall  be  binding  upon  the  heirs,
executors, administrators, successors and assigns of the parties hereto.

6.7 PRONOUNS AND PLURALS.  All  pronouns  and any  variations  thereof  shall be
deemed to refer to the masculine,  feminine,  neuter, singular, or plural as the
identity of the person or persons may require.

6.8 FURTHER ACTION.  The parties hereto shall execute and deliver all documents,
provide  all  information  and take or  forbear  from all such  action as may be
necessary or appropriate to achieve the purposes of the Agreement.

6.9 PARTIES IN INTEREST.  Nothing herein shall be construed to be to the benefit
of any third  party,  nor is it  intended  that any  provision  shall be for the
benefit of any third party.

6.10 SAVINGS CLAUSE.  If any provision of this Agreement,  or the application of
such  provision  to any  person  or  circumstance,  shall be held  invalid,  the
remainder of this Agreement,  or the application of such provision to persons or
circumstances  other  than  those as to which it is held  invalid,  shall not be
affected thereby.

6.11 COUNTERPARTS.  This Agreement may be exercised in two or more counterparts,
all of which taken together shall be treated as one and the same agreement.


                                       4
<PAGE>

6.12  EFFECTIVE  DATE;  RELEASE  OF  AGREEMENT.   This  Agreement  shall  become
effective, and will be released to the Optionee and the Trusts, on the same date
that the Company receives not less than one million dollars ($1,000,000) in debt
financing.



                            [Signatures on Next Page]



                                       5
<PAGE>



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



                    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



                                       6
<PAGE>


                                    EXHIBIT A

                HY-TECH TECHNOLOGIES GROUP, INC. (the "Company")

                       NOTICE OF EXERCISE OF STOCK OPTION

The undersigned  hereby exercises the Stock Option granted by  _________________
(insert  name of Trust)  and seeks to  purchase  ____________________  shares of
Common Stock of the Company pursuant to said Option. The undersigned understands
that this  exercise  is  subject  to all the terms and  provisions  of the Stock
Option and Irrevocable Proxy Agreement dated as of April __,, 2003.


Enclosed is a check in the sum of US  $_____________________ in payment for such
shares.


-----------------------------------------------------
Signature of Optionee




Date:
       ----------------------------------------------




                                       7
<PAGE>


                                   SCHEDULE A


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          15,838,444
</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.


                                       8
<PAGE>


                                  SCHEDULE B-1

                                IRREVOCABLE PROXY
                             EXECUTED April __, 2003

         THE UNDERSIGNED SHAREHOLDER  ("Shareholder"),  being a holder of shares
of common stock (the "Common Stock") of Hy-Tech  Technologies  Group,  Inc. (the
"Company"),  does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful  attorney and proxy of  Shareholder  for it and in its name,
place and stead,  with full power of substitution,  to attend and to vote as the
proxy of Shareholder,  at any and all meetings of shareholders of the Company or
any  adjournments  thereof,  three  million nine hundred fifty nine thousand six
hundred and twelve (3,959,612) shares of the Common Stock eligible to vote which
are held of record or beneficially by Shareholder,  for the period ending on the
later of (a) the date  occurring  three (3) years from the date of this Proxy or
(b) the date that is three (3) years after the date that this Irrevocable  Proxy
is released to the Proxy under the terms of the Advisory  Agreement of even date
herewith of which the  undersigned is a signatory  (the "Term"),  on any and all
matters,  proposals and questions, that may be lawfully considered there, and to
execute any written  consents of Shareholder  which may be solicited  during the
Term,  as fully and with the same  number  of votes and with the same  effect as
Shareholder could do if personally present thereat or if personally solicited to
execute such written consents.

         Shareholder hereby revokes all proxies heretofore made by it.

         Shareholder hereby ratifies all that the Proxy may or shall lawfully do
in voting  the  Common  Stock in  accordance  herewith  at any such  meeting  or
adjournment in respect of all matters, proposals and questions that may properly
come before the shareholders for consideration and action.

         Shareholder acknowledges that this proxy is coupled with an interest as
to all of  Shareholder's  Common  Stock  that is  subject  to this  Proxy and is
irrevocable for the Term.

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

                            By:________________________
                                       Gary F. McNear


                                       9
<PAGE>

                                  SCHEDULE B-2

                                IRREVOCABLE PROXY
                             EXECUTED April __, 2003

         THE UNDERSIGNED SHAREHOLDER  ("Shareholder"),  being a holder of shares
of common stock (the "Common Stock") of Hy-Tech  Technologies  Group,  Inc. (the
"Company"),  does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful  attorney and proxy of  Shareholder  for it and in its name,
place and stead,  with full power of substitution,  to attend and to vote as the
proxy of Shareholder,  at any and all meetings of shareholders of the Company or
any adjournments  thereof, one million forty thousand three hundred eighty eight
(1,040,388) shares of the Common Stock eligible to vote which are held of record
or beneficially  by  Shareholder,  for the period ending on the later of (a) the
date occurring  three (3) years from the date of this Proxy or (b) the date that
is three (3) years after the date that this Irrevocable Proxy is released to the
Proxy under the terms of the Advisory  Agreement of even date  herewith of which
the undersigned is a signatory (the "Term"),  on any and all matters,  proposals
and questions, that may be lawfully considered there, and to execute any written
consents of  Shareholder  which may be solicited  during the Term,  as fully and
with the same number of votes and with the same effect as  Shareholder  could do
if personally present thereat or if personally solicited to execute such written
consents.

         Shareholder hereby revokes all proxies heretofore made by it.

         Shareholder hereby ratifies all that the Proxy may or shall lawfully do
in voting  the  Common  Stock in  accordance  herewith  at any such  meeting  or
adjournment in respect of all matters, proposals and questions that may properly
come before the shareholders for consideration and action.

         Shareholder acknowledges that this proxy is coupled with an interest as
to all of  Shareholder's  Common  Stock  that is  subject  to this  Proxy and is
irrevocable for the Term.

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

                          By:________________________
                                  Susan M. McNear


                                       10
<PAGE>


                                  SCHEDULE B-3

                                IRREVOCABLE PROXY
                             EXECUTED April __, 2003

         THE UNDERSIGNED SHAREHOLDER  ("Shareholder"),  being a holder of shares
of common stock (the "Common Stock") of Hy-Tech  Technologies  Group,  Inc. (the
"Company"),  does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful  attorney and proxy of  Shareholder  for it and in its name,
place and stead,  with full power of substitution,  to attend and to vote as the
proxy of Shareholder,  at any and all meetings of shareholders of the Company or
any adjournments thereof, two million nine hundred nineteen thousand two hundred
twenty four  (2,919,224)  shares of the Common Stock  eligible to vote which are
held of record or  beneficially  by  Shareholder,  for the period  ending on the
later of (a) the date  occurring  six (6) months  from the date of this Proxy or
(b) the date that is six (6) months after the date that this  Irrevocable  Proxy
is released to the Proxy under the terms of the Advisory  Agreement of even date
herewith of which the  undersigned is a signatory  (the "Term"),  on any and all
matters,  proposals and questions, that may be lawfully considered there, and to
execute any written  consents of Shareholder  which may be solicited  during the
Term,  as fully and with the same  number  of votes and with the same  effect as
Shareholder could do if personally present thereat or if personally solicited to
execute such written consents.

         Shareholder hereby revokes all proxies heretofore made by it.

         Shareholder hereby ratifies all that the Proxy may or shall lawfully do
in voting  the  Common  Stock in  accordance  herewith  at any such  meeting  or
adjournment in respect of all matters, proposals and questions that may properly
come before the shareholders for consideration and action.

         Shareholder acknowledges that this proxy is coupled with an interest as
to all of  Shareholder's  Common  Stock  that is  subject  to this  Proxy and is
irrevocable for the Term.

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

                          By:________________________
                                Susan M. McNear


                                       11
<PAGE>

                                  SCHEDULE B-4

                                IRREVOCABLE PROXY
                             EXECUTED April __, 2003

         THE UNDERSIGNED SHAREHOLDER  ("Shareholder"),  being a holder of shares
of common stock (the "Common Stock") of Hy-Tech  Technologies  Group,  Inc. (the
"Company"),  does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful  attorney and proxy of  Shareholder  for it and in its name,
place and stead,  with full power of substitution,  to attend and to vote as the
proxy of Shareholder,  at any and all meetings of shareholders of the Company or
any  adjournments  thereof,  three  million nine hundred fifty nine thousand six
hundred and twelve (3,959,612) shares of the Common Stock eligible to vote which
are held of record or beneficially by Shareholder,  for the period ending on the
later of (a) the date  occurring  three (3) years from the date of this Proxy or
(b) the date that is three (3) years after the date that this Irrevocable  Proxy
is released to the Proxy under the terms of the Advisory  Agreement of even date
herewith of which the  undersigned is a signatory  (the "Term"),  on any and all
matters,  proposals and questions, that may be lawfully considered there, and to
execute any written  consents of Shareholder  which may be solicited  during the
Term,  as fully and with the same  number  of votes and with the same  effect as
Shareholder could do if personally present thereat or if personally solicited to
execute such written consents.

         Shareholder hereby revokes all proxies heretofore made by it.

         Shareholder hereby ratifies all that the Proxy may or shall lawfully do
in voting  the  Common  Stock in  accordance  herewith  at any such  meeting  or
adjournment in respect of all matters, proposals and questions that may properly
come before the shareholders for consideration and action.

         Shareholder acknowledges that this proxy is coupled with an interest as
to all of  Shareholder's  Common  Stock  that is  subject  to this  Proxy and is
irrevocable for the Term.

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

                          By:________________________
                                 Craig W. Conklin


                                       12
<PAGE>

                                  SCHEDULE B-5

                                IRREVOCABLE PROXY
                             EXECUTED April __, 2003

         THE UNDERSIGNED SHAREHOLDER  ("Shareholder"),  being a holder of shares
of common stock (the "Common Stock") of Hy-Tech  Technologies  Group,  Inc. (the
"Company"),  does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful  attorney and proxy of  Shareholder  for it and in its name,
place and stead,  with full power of substitution,  to attend and to vote as the
proxy of Shareholder,  at any and all meetings of shareholders of the Company or
any adjournments  thereof, one million forty thousand three hundred eighty eight
(1,040,388) shares of the Common Stock eligible to vote which are held of record
or beneficially  by  Shareholder,  for the period ending on the later of (a) the
date occurring  three (3) years from the date of this Proxy or (b) the date that
is three (3) years after the date that this Irrevocable Proxy is released to the
Proxy under the terms of the Advisory  Agreement of even date  herewith of which
the undersigned is a signatory (the "Term"),  on any and all matters,  proposals
and questions, that may be lawfully considered there, and to execute any written
consents of  Shareholder  which may be solicited  during the Term,  as fully and
with the same number of votes and with the same effect as  Shareholder  could do
if personally present thereat or if personally solicited to execute such written
consents.

         Shareholder hereby revokes all proxies heretofore made by it.

         Shareholder hereby ratifies all that the Proxy may or shall lawfully do
in voting  the  Common  Stock in  accordance  herewith  at any such  meeting  or
adjournment in respect of all matters, proposals and questions that may properly
come before the shareholders for consideration and action.

         Shareholder acknowledges that this proxy is coupled with an interest as
to all of  Shareholder's  Common  Stock  that is  subject  to this  Proxy and is
irrevocable for the Term.

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

                      By:________________________
                             Margaret L. Conklin


                                       13
<PAGE>


                                  SCHEDULE B-6

                                IRREVOCABLE PROXY
                             EXECUTED April __, 2003

         THE UNDERSIGNED SHAREHOLDER  ("Shareholder"),  being a holder of shares
of common stock (the "Common Stock") of Hy-Tech  Technologies  Group,  Inc. (the
"Company"),  does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful  attorney and proxy of  Shareholder  for it and in its name,
place and stead,  with full power of substitution,  to attend and to vote as the
proxy of Shareholder,  at any and all meetings of shareholders of the Company or
any adjournments thereof, two million nine hundred nineteen thousand two hundred
twenty four  (2,919,224)  shares of the Common Stock  eligible to vote which are
held of record or  beneficially  by  Shareholder,  for the period  ending on the
later of (a) the date  occurring  six (6) months  from the date of this Proxy or
(b) the date that is six (6) months after the date that this  Irrevocable  Proxy
is released to the Proxy under the terms of the Advisory  Agreement of even date
herewith of which the  undersigned is a signatory  (the "Term"),  on any and all
matters,  proposals and questions, that may be lawfully considered there, and to
execute any written  consents of Shareholder  which may be solicited  during the
Term,  as fully and with the same  number  of votes and with the same  effect as
Shareholder could do if personally present thereat or if personally solicited to
execute such written consents.

         Shareholder hereby revokes all proxies heretofore made by it.

         Shareholder hereby ratifies all that the Proxy may or shall lawfully do
in voting  the  Common  Stock in  accordance  herewith  at any such  meeting  or
adjournment in respect of all matters, proposals and questions that may properly
come before the shareholders for consideration and action.

         Shareholder acknowledges that this proxy is coupled with an interest as
to all of  Shareholder's  Common  Stock  that is  subject  to this  Proxy and is
irrevocable for the Term.

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

                     By:________________________

                        Margaret L.  Conklin

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