EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT  AGREEMENT (this "Agreement") is made and entered into this
19th day of October, 1998, by and between PAUL A. BOYER ("Employee") and DYNATEC
INTERNATIONAL, INC and SOFTALK, INC. (the "Company").


RECITAL

        This  Agreement is made and entered into with reference to the following
facts and objectives:

        The Company  desires to establish  its right to the services of Employee
in the capacities  described below, on the terms and conditions  hereinafter set
forth,  and  Employee  is willing to accept  such  employment  on such terms and
conditions.

        Therefore,  in  consideration of the mutual  agreements  hereinafter set
forth, Employee and the Company have agreed and do hereby agree as follows:
<PAGE>


AGREEMENT

     1. DUTIES. 

     The Company does hereby hire, engage, and employ the Employee as the Senior
Vice  President,  Chief  Financial  Officer  and  Secretary  of the  Company and
Employee  does  hereby  accept  and  agree  to  such  hiring,   engagement,  and
employment. Employee shall serve the Company in such position fully, diligently,
competently,  and in  conformity  with  provisions  of  this  Agreement  and the
corporate  policies of the Company as they presently exist, and as such policies
may be amended,  modified,  changed, or adopted during the Period of Employment,
as hereinafter defined.

        During the Period of Employment  Employee shall also serve as the Senior
Vice  President  Chief  Financial  Officer and  Secretary of each  subsidiary or
affiliate  of the  Company  that  is now  or  that  becomes  a part  of  Dynatec
International, Inc. As used in this Agreement, the term "Dynatec" shall mean and
refer to the Company and the Company's  subsidiaries and affiliates from time to
time.

        Subject to specific elaboration by the Board of Directors of the Company
as to the duties (which shall be consistent  herewith and with Employee  offices
provided for  hereunder)  that are to be performed by Employee and the manner in
which such duties are to be performed, the duties of Employee shall entail those
duties customarily performed by a Senior Vice President, Chief Financial Officer
and  Secretary  of a company  with a sales  volume and the  number of  employees
commensurate  with those of the Company.  Provided,  however,  that at all times
during the Period of Employment, Employee shall perform those duties and fulfill
those  responsibilities  and refrain from those  activities  that are reasonably
prescribed  or  proscribed  by the  Board  of  Directors  of the  Company  to be
performed  or  refrained  from by his  consistent  with his  positions  with the
Company.

        Employee  shall  be  responsible   and  report  only  to  the  Company's
Chairman/Chief Executive Officer and President.

        Throughout  the Period of  Employment,  Employee  shall  devote his full
time, energy, and skill to the performance of his duties for the Company and for
the benefit of the Company.  The foregoing  notwithstanding,  Employee  shall be
permitted  to (i) engage in  charitable  and  community  affairs,  (ii) act as a
director  of  any  corporations  or  organizations  outside  of  Dynatec  not in
competition with the Company and to manage such investments, not to exceed three
(3) in number, and receive compensation therefore, and (iii) to make investments
of any  character  in any business or  businesses  not in  competition  with the
Company or any  member of Dynatec  and to manage  such  investments  (but not be
involved in the day to day operations of any such business),  provided,  in each
case and  collectively,  that  the same  does or do not  constitute  or  involve
Employee in a conflict of interest  vis-(-vis the Company or interfere  with the
performance of Employee's duties under this Agreement.

        Employee shall exercise due diligence and care in the performance of his
duties for and the  fulfillment  of his  obligations  to the Company  under this
Agreement.

        The Company shall furnish  Employee with office,  secretarial  and other
facilities  and  services as are  reasonably  necessary or  appropriate  for the
performance of Employee's  duties  hereunder and consistent with his position as
the Senior Vice President, Chief Financial Officer and Secretary of the Company.
<PAGE>

     2. PERIOD OF EMPLOYMENT. 

     The Period of Employment (as defined below) shall, unless sooner terminated
as  provided  herein,  be the  four (4) year  period  commencing  on the date of
execution of this Agreement.

        Unless the Company gives notice of  termination  as provided  under this
Agreement,  this  Agreement will  automatically  renew at the end of the initial
four (4) year period  described above from the execution of this Agreement for a
successive three (3) year period.

        3.      COMPENSATION.

     (a) BASE SALARY.  During the Period of  Employment,  the Company  shall pay
Employee,  and Employee  agrees to accept from the  Company,  in payment for his
services a base salary of One Hundred Forty Thousand Dollars  ($140,000.00)  per
year ("Base  Salary"),  payable in equal  semi-monthly  installments  or at such
other time or times as Employee and the Company  shall agree.  In addition,  the
Company shall pay Employee,  and Employee agrees to accept from the Company,  in
payment for his services as Secretary to the Board of  Directors,  compensation,
an amount which equals Ten Thousand Dollars  ($10,000.00)  per year,  payable in
equal  quarterly  installments.  Upward  adjustment  to the Base Salary shall be
considered  by the  Company's  Board  of  Directors  not  less  frequently  than
annually.  The Company's  Board of Directors at any time or times may, but shall
have no obligation to, supplement Employee's salary by such bonuses and/or other
special  payments  and  benefits as the Board of Directors of the Company in its
sole and absolute discretion may determine.

     (b)  INCENTIVE  COMPENSATION.  During  the Period of  Employment,  Employee
shall: (i) Immediately participate in any incentive compensation plan, including
but not limited to, the Company's  stock option plan(s)  adopted by the Company;
or

        4. FRINGE BENEFITS.  During the Period of Employment,  Employee shall be
entitled to the following fringe benefits.

     (a) BENEFIT PLANS. Employee shall be entitled to participate in all benefit
plans and programs generally available to all other senior management  employees
of the Company or to all  employees  of the  Company  working in Salt Lake City,
Utah,  subject to any  restrictions  specified in such plans and to receive such
other  benefits and conditions of employment as are provided to all other senior
officers  or  executives  of the  Company  as of the  date  of  this  Agreement,
including, but not limited t 100% paid health insurance, life insurance,  401(k)
and qualified sick plans.

     (c) VACATION AND OTHER LEAVE. Employee shall be entitled to such amounts of
paid  vacation and other leave,  but not less than three (3) weeks  vacation per
twelve-month  period of  employment,  as from time to time may be allowed to the
Company's  senior  management  personnel  generally,  with such  vacation  to be
scheduled and taken in accordance with the Company's  standard vacation policies
applicable to such personnel.
<PAGE>

     (d) VESTING ON DEATH OR DISABILITY.  Upon any termination of this Agreement
and Employee's  employment  hereunder by reason of Employee's death or Permanent
Disability,  as defined in Section  7(b) ("Death or  Disability - Definition  of
Permanently  Disabled and  Permanent  Disability"),  provided that the terms and
provisions of such plan and applicable law permit,  any theretofore  deferred or
unvested  portion of any award made to  Employee  in respect of any  retirement,
pension, profit sharing, l term incentive, and similar plans automatically shall
become fully vested in Employee and shall be nonforfeitable,  and shall continue
in effect  and be  redeemable  by or  payable  to  Employee  (or his  designated
beneficiary  or  estate)  at the time and on the same  conditions  as would have
applied  had  Employee's  employment  not been so  terminated.  It is  expressly
provided,  however, that nothing in this Section 4(d) shall obligate the Company
to  provide  full  vesting  upon  death  or  disability   in   connection   with
participation by Employee in the equity plan or arrangement  contemplated  under
Section 4(b) ("Fringe  Benefits-Equity Plan"), further, the provisions governing
payment of any  incentive  compensation  payable  to  Employee  pursuant  to the
incentive     compensation    plan(s)    referred    to    in    Section    3(b)
("Compensation-Incentive  Compensation")  shall  govern any payment of incentive
compensation due thereunder in the event of Employee's death or disability.

     5.  BUSINESS  EXPENSES  AND  AUTOMOBILE  ALLOWANCE.  During  the  Period of
Employment,  the  Company  shall pay,  or in case paid by  Employee in the first
instance,  reimburse Employee for, any and all necessary,  customary,  and usual
expenses  incurred  by him in  connection  with the  performance  of his  duties
hereunder,   including,   without  limitation,   all  traveling  expenses,   and
entertainment   expenses,   upon   submission   of   appropriate   vouchers  and
documentation.


        During the Period of  Employment,  Employee shall be entitled to receive
an  automobile  allowance and  reimbursement  for expenses  associated  with the
operation and  maintenance  of an automobile  which is comparable to that of the
other senior  officers or executives  automobiles'.  The Company will  reimburse
Employee  upon   presentation  of  vouchers  and   documentation  for  any  such
operational  and  maintenance  expenses  that  are  consistent  with  the  usual
accounting procedures of the Company.

     6.  NO  OTHER  BENEFITS  OR  COMPENSATION.  Employee,  as a  result  of his
employment  by the  Company,  shall be  entitled  to only the  compensation  and
benefits  provided for in this Agreement,  subject to the terms thereof,  and no
others,  to the extent  that  additional  future  benefits  or  compensation  is
provided to all other senior officers or executives of the Company.
<PAGE>

     7. DEATH OR DISABILITY.

     (a)  TERMINATION  OF  EMPLOYMENT.  If  Employee  dies  during the Period of
Employment,  Employee's employment shall automatically cease and terminate as of
the date of Employee's death.

                If  Employee  becomes   Permanently   Disabled  (as  hereinafter
defined)  while  employed by the  Company,  (i)  Employee's  employment  and the
Company's obligations  hereunder,  including the payment of Base Salary pursuant
to Section  3(a)  ("Compensation-Base  Salary")  shall  continue for a period of
one-hundred  twenty (120) days from the date on which the Employee is determined
to be Permanently  Disabled ("Employee s Disability Date"), and (ii) one hundred
twenty (120) days after the Employee's  Disability Date,  Employee's  employment
and all  obligations  of the Company  hereunder  shall  automatically  cease and
terminate.

     In the case of Employee's  death or Permanent  Disability  (as  hereinafter
defined),  the Company  shall be  obligated to pay to Employee (or to Employee s
estate  in the case of  Employee's  death)  any Base  Salary  and any  incentive
compensation  accrued to Employee as of the date of the Employee's  death, or in
the case of Employee's  Permanent  Disability,  as of the Employee's  Disability
Date. In the event Employee's  employment is terminated on account of Employee's
Permanent  Disability,  he shall, so long as his Permanent Disability continues,
remain  eligible  for all  benefits  provided  under  any  long-term  disability
programs  of the Company in effect at the time of such  termination,  subject to
the terms  and  conditions  of any such  programs,  as the same may be  changed,
modified,  or terminated for or with respect to all senior management  personnel
of the Company.

     (b)  DEFINITION  OF  PERMANENTLY  DISABLED AND  PERMANENT  DISABILITY.  For
purposes of this Agreement (other than Sections 4 (a) ("Fringe  Benefits-Benefit
Plans"),  4 (d)  ("Fringe  Benefits-Vesting  on Death or  Disability"),  and the
provisions  relating to disability  insurance  contained in the last sentence of
Section  7(a)  ("Death  or  Disability-Termination  of  Employment"),  the terms
"Permanently   Disabled"  and  "Permanent   Disability"  shall  mean  Employee's
inability,  because  of  physical  or  mental  illness  or  injury,  to  perform
substantially  all of his customary  duties pursuant to this Agreement,  and the
continuation of such disabled condition for a period of one hundred twenty (120)
continuous  days, or for not less than one hundred  eighty (180) days during any
continuous  twenty-four  (24) month  period.  Whether  Employee  is  Permanently
Disabled  shall  be  certified  to the  Company  by a  Qualified  Physician  (as
hereinafter  defined),  or if requested  by Employee a panel of three  Qualified
Physicians.  If Employee  requests such a panel,  Employee and the Company shall
each  select a  Qualified  Physician  who  together  shall  then  select a third
Qualified Physician.  The determination of the individual Qualified Physician or
the panel, as the case may be, shall be binding and conclusive for all purposes.
As used herein, the term "Qualified Physician" shall mean any medical doctor who
is  licensed  to  practice  medicine  in the  State  of Utah  and is  reasonably
acceptable to each of Employee and the Company.  Employee and the Company may in
any instance,  and in lieu of a determination by a Qualified  Physician or panel
of Qualified  Physicians,  agree between themselves that Employee is Permanently
Disabled. The terms Permanent Disability and Permanently Disabled as used herein
may have meanings  different from those used in any disability  insurance policy
or program maintained by Employee or the Company.
<PAGE>

     8. TERMINATION BY THE COMPANY:

     (a)  TERMINATION  FOR  CAUSE.  The  Company,  by  action  of its  Board  of
Directors,  may,  by  providing  written  notice  to  Employee,   terminate  the
employment of Employee  under this  Agreement for "cause" at any time.  The term
"cause" for purpose of this Agreement shall mean:

(i)  The  refusal of  Employee  to  implement  or adhere to lawful  policies  or
     directives  of the Board of Directors of the Company  consistent  with this
     Agreement; or

(ii) Employee's  conviction of or entrance of a plea of nolo contendere to (A) a
     felony,  (B) to any  other  crime,  which  other  crime  is  punishable  by
     incarceration  for a period of one (1) year or longer, or (C) other conduct
     of a  criminal  nature  that may have an  adverse  impact on the  Company s
     reputation and standing in the community; or

(iii)conduct that is in violation  of  Employee's  common law duty of loyalty to
     the Company; or

(iv) theft,  embezzlement,  or  other  criminal  misappropriation  of  funds  by
     Employee from the Company; or

(v)  any  breach  of  or  Employee's   failure  to  fulfill  any  of  Employee's
     obligations, covenants, agreements, or duties under this Agreement.

Provided,  however,  that  "cause"  pursuant  to clause  (i) or (v) shall not be
deemed to exist unless the Company has given  Employee  written  notice  thereof
specifying  in  reasonable  detail  the  facts  and  circumstances   alleged  to
constitute  "cause",  and thirty  (30) days after such  notice  such  conduct or
circumstances has not entirely ceased or been entirely  remedied.  If Employee's
employment is terminated for "cause," the termination shall take effect upon the
effective  date (pursuant to Section 24  ("Notices"))  of written notice of such
termination to Employee.  In the event  Employee's  employment is terminated for
"cause,"  then except for unpaid  accrued  vacation,  the Company  shall have no
obligation  to pay  Employee  any  amounts,  including,  but not limited to Base
Salary,  for or with  respect  to any  period  after the  effective  date of the
termination of Employee's employment for "cause."
      
  If the Company attempts to terminate  Employee's  employment pursuant to
this  Section  8(a) and it is  ultimately  determined  that the  Company  lacked
"cause," the provisions of Section 8(b) ("Termination by the Company-Termination
Without Cause") shall apply,  and Employee's sole and exclusive  remedy for such
breach of this  Agreement by the Company  and/or any other damages that Employee
shall have  suffered or incurred of any nature  whatsoever,  shall be to receive
the  payments  expressly  called  for  by  Section  8(b)  ("Termination  by  the
Company-Termination  Without  Cause") with  interest on any past due payments at
the rate of eight  percent  (8%) per year from the date on which the  applicable
payment  would have been made  pursuant  to Section  8(b)  ("Termination  by the
Company-Termination   Without  Cause")  plus   Employee's   costs  and  expenses
(including but not limited to reasonable attorneys' fees) incurred in connection
with such dispute.

     (b)  TERMINATION  WITHOUT CAUSE.  The Company may, with or without  reason,
terminate  Employee's  employment  under this Agreement  without  "cause" at any
time,  by  providing  Employee  sixty  (60) days  prior  written  notice of such
termination.  If Employee's  employment  is terminated  pursuant to this Section
8(b),  Employee  shall  not be  obligated  to  render  services  to the  Company
following  the  effective  date of such notice (the "Notice  Date")  except such
services as are requested by the Co pursuant to Section 11  ("Transition  Period
Services"),  and as its  sole and  exclusive  obligation  and  duty to  Employee

<PAGE>

resulting  directly or indirectly from the termination of Employee's  employment
with the Company and in full and complete  settlement of any and all claims that
Employee may have or claim to have  arising  directly or  indirectly  out of the
termination of his employment with the Company,  the Company shall pay Employee,
as severance  pay, an amount (the  "Severance  Amount")  equal to the product of
multiplying  the then current monthly base salary by twelve (12) monthly periods
(the "Severance  Period").  The Severance Amount shall be payable by the Company
to  Employee  in an amount  equal to the Base  Salary on the  Notice  Date.  The
Company shall also pay to the Employee a portion of any discretionary bonus (the
"Bonus Portion"), as determined by the Company's Board of Directors, referred to
in Section 3(a)  ("Compensation-Base  Salary"), that, but for the termination of
Employee's  employment,  would have been paid to Employee for or with respect to
the  calendar  year in which  Employee's  employment  is  terminated.  The Bonus
Portion  shall  consist  of that  percentage  of the  said  discretionary  bonus
determined by dividing the number of full or partial  calendar months during the
calendar year in which Employee's  employment is terminated that Employee was in
the employ of the Company by twelve (12).  Until the end of the Severance Period
or until  Employee is gainfully  employed by another  employer,  which ever time
period is less,  the Company shall allow Employee to continue  participation  in
the  Company  s  group  health  insurance  plan  at the  Company's  expense.  In
accordance with all applicable laws, Employee shall be extended all COBRA rights
and benefits at the end of the Severance Period.

        9.      TERMINATION BY EMPLOYEE.

(a)  TERMINATION-WITHOUT GOOD REASON. Employee shall have the right to terminate
     this  Agreement and his  employment  hereunder at any time upon thirty (30)
     days prior written  notice of such  termination  to the Company.  Except as
     expressly set forth in Section 11 ("Transition Period Services"),  upon the
     effective  date of any such  termination  all  obligations  and  rights  of
     Employee and the Company hereunder shall terminate and cease.

(b)  TERMINATION-WITH GOOD REASON. If the Company:

(i)  fails to provide  Employee with the compensation and benefits called for by
     this Agreement; or


(ii) assigns Employee to a lower organizational level than the level at which he
     is on the date of this  Agreement  assigned,  or  substantially  diminishes
     Employee's  assignment,  duties,  responsibilities,  or operating authority
     from those specified in Section 1 ("Duties"); or

     (iii) fails to implement an incentive compensation plan required by Section
3(b) ("Compensation-Incentive Compensation"); or

(iv) breaches this  Agreement  and such breach  continues for a period of thirty
     (30) days after  written  notice  thereof given by Employee to the Company,
     then any one or more of such circumstances  shall constitute "Good Reason",
     and,  subject  to the  provisions  of  Section  11  ("Means  and  Effect of
     Termination"),  Employee  shall have the right to terminate  this Agreement
     and his employment hereunder for Good Reason, if, sixty (60) days after the
     effective  date of Employee's  notice to the Company of such  circumstances
     constituting Good Reason, such circumstances continue to exist, and for all
     purposes  of this  Agreement  any such  termination  of this  Agreement  by
     Employee   shall  have  the  same  effects  under  this  Agreement  as  the
     termination  of the Employee's  employment  under this Agreement by Company
     without "cause."
<PAGE>

        10. TERMINATION BY EFFECTIVE MERGER, TRANSFER OF ASSETS,  DISSOLUTION OR
CHANGE OF CONTROL.  This  agreement  shall not be  terminated  by  voluntary  or
involuntary   dissolution  of  the  Company  resulting  from  either  merger  or
consolidation  in  which  the  Company  is not  the  consolidated  or  surviving
corporation,  or a  transfer  of all or  substantially  all of the assets of the
Company,  or the  sale  of all or  substantially  all of the  stock  (change  of
control) of the Company. In the event of any such merger, consolidation, sale or
change of control as  described  above;  Company's  rights are  assigned  to the
surviving  or  resulting  corporation,  which may then honor the  contract  with
Employee or purchase the contract  from the Employee for a sum equal to four (4)
years base salary as provided by in Section 3(a) ("Compensation - Base Salary");
adjusted for the then current base salary amount.

        11.  MEANS AND EFFECT OF  TERMINATION.  Any  termination  of  Employee's
employment  under this  Agreement  shall be  communicated  by written  notice of
termination  from the  terminating  party to the  other  party.  The  notice  of
termination  shall indicate the specific  provision(s) of this Agreement  relied
upon in effecting the termination  and shall set forth in reasonable  detail the
facts and circumstances alleged to provide a basis for termination,  if any such
basis is required by the applicable  provision(s) of this Agreement.  Any notice
of termination by the Company shall be approved by a resolution  duly adopted by
a  majority  of the  directors  of the  Company  then in  office.  The burden of
establishing  the  existence  of  "cause"  or Good  Reason  shall  be  upon  the
terminating party. If Employee's  employment is terminated by either party, then
promptly  after the effective  date of such  termination or in the manner and at
the time or times  provided  in the  relevant  Section  of this  Agreement,  the
Company promptly shall provide and pay to Employee,  or in case of his death his
estate or heirs, all compensation,  benefits,  and reimbursements due or payable
to Employee  for the period to the  effective  date of the  termination.  To the
extent  permitted by  applicable  law, the  calendar  month in which  Employee's
employment is terminated shall be counted as a full month in determining  amount
and vesting of any benefits under benefit plans of the Company.



        12.  TRANSITION PERIOD SERVICES.  In the event Employee's  employment is
terminated  by  the  Company  pursuant  to  section  8(b)  ("Termination  by the
Company-Termination  Without  Cause") or by Employee  pursuant  to Section  9(a)
("Termination by Employee-Without  Good Reason"), if requested by the Company in
writing,  Employee shall render such services, on a part-time basis for a period
not to  exceed  thirty  (30)  days  after the  effective  date of the  notice of
termination  (whether  given by the Company or by  Employee),  as the  Company's
Board of Directors reasonably requests for transition  purposes.  Employee shall
receive no compensation for such services, other than the payment of Base Salary
as provided in Section 8(b)  ("Termination  by the  Company-Termination  Without
Cause") and  reimbursement  for expenses  incurred by Employee in providing such
services as provided in, and subject to the  provisions of, Section 5 ("Business
Expenses and Automobile Allowance")

        13. ASSIGNMENT.  This Agreement is personal in its nature and neither of
the parties hereto shall,  without the consent of the other,  assign or transfer
this Agreement or any rights or obligations hereunder;  provided, however, that,
in the  event  of the  merger,  consolidation,  or  transfer  or  sale of all or
substantially  all of the assets of the Company with or to any other  individual
or entity,  this Agreement shall,  subject to the provisions  hereof, be binding
upon and  inure to the  benefit  of such  successor  and  such  successor  shall
discharge and perform all the promises,  covenants,  duties,  and obligations of
the Company  hereunder,  also provided by Section 10  ("Termination  - Effective
Merger, Transfer of Assets, Dissolution or Change of Control").
<PAGE>

14.  GOVERNING  LAW.  This  Agreement  and the legal  relations  hereby  created
     between the parties hereto shall be governed by and construed  under and in
     accordance with the internal laws of the State of Utah, which internal laws
     exclude  any  law or rule  of the  State  of  Utah,  or any  interpretation
     thereof,  that would require or call for the application of the laws of any
     other state or jurisdiction hereto.

        15. ENTIRE AGREEMENT.  Except with respect to final agreement  regarding
those  open   incentive   compensation   matters   described   in  Section  3(b)
("Compensation-Incentive  Compensation")  and the  equity  plan  or  arrangement
contemplated under Section 4(b) ("Fringe  Benefits-Equity Plan"), this Agreement
embodies  the entire  agreement  of the parties  hereto  respecting  the matters
within its scope. This Agreement  supersedes all prior agreements of the parties
hereto on the subject matter  hereof.  Any prior  negotiations,  correspondence,
agreements,  proposals,  or understandings relating to the subject matter hereof
shall he deemed to be merged into this Agreement and to the extent  inconsistent
herewith,   such  negotiations,   correspondence,   agreements,   proposals,  or
understandings  shall  be  deemed  to be of no  force or  effect.  There  are no
representations,  warranties, or agreements, whether express or implied, or oral
or written,  with  respect to the  subject  matter  hereof,  except as set forth
herein.

     This Agreement shall not be modified by any oral agreement,  either express
or implied,  and all  modifications  hereof shall be in writing and be signed by
the  parties  hereto.  The  provisions  of this  and the  immediately  preceding
sentence  themselves  may not be modified,  either orally or by conduct,  either
express or implied,  and it is the declared intention of the parties hereto that
no  provision  of  this  Agreement,  including  said  two  sentences,  shall  be
modifiable in any way or manner whatsoever other than through a written document
signed by the parties hereto.

16.  WAIVER.  Failure to insist  upon strict  compliance  with any of the terms,
     covenants,  or conditions hereof shall not be deemed a waiver of such term,
     covenant,  or  condition,  nor shall any  waiver or  relinquishment  of, or
     failure to insist upon strict compliance with, any right or power hereunder
     at any one or more times be deemed a waiver or relinquishment of such right
     or power at any other time or times.

17.  NUMBER AND GENDER.  Where the context requires,  the singular shall include
     the plural,  the plural shall  include the  singular,  and any gender shall
     include all other genders.

18.  SECTION  HEADINGS.  The  section  headings  in this  Agreement  are for the
     purpose of convenience  only and shall not limit or otherwise affect any of
     the terms hereof.

19.  DISPUTE RESOLUTION.
<PAGE>

                (a) NEGOTIATION  AND MEDIATION.  In the event any dispute arises
hereunder, the parties shall first attempt to resolve the dispute by negotiation
in good faith. If the dispute cannot be timely resolved through negotiation, the
parties will, before resorting to any of their remedies at law or in equity, try
to settle the dispute in good faith by mediation in Salt Lake City, Utah or such
other  location  as the parties may agree,  under the then  operative  mediation
rules of the American  Arbitration  Association or such other mediation tribunal
or private  mediator or medication  services  provider as the parties agree. The
mediator shall be such person as the parties  mutually agree, but if the parties
have failed to agree on a mediator within seven (7) days after the date on which
any party demands that the parties  proceed to mediation,  the mediator shall be
selected  by the  American  Arbitration  Association  or  such  other  mediation
services provider as the parties agree.

(b)  OTHER  REMEDIES.  Failing  settlement  of the  dispute  by  negotiation  or
     mediation,  the parties  shall,  unless they mutually  agree to resolve the
     dispute  finally by  arbitration,  be  entitled  to pursue  their legal and
     equitable  remedies  (subject to the provisions of Section 20  ("Liquidated
     Damages-Breach by the Company") in any court having jurisdiction.

        20.  LIQUIDATED  DAMAGES-BREACH  BY THE  COMPANY.  Because  the  damages
suffered  by  Employee  in such an event would be  difficult  or  impossible  to
estimate, establish,  ascertain, or prove, and in order to provide Employee with
a remedy in such an event without the necessity and associated  cost of Employee
having to  establish  or prove the  damages  suffered  by  Employee  as a result
thereof  (which remedy the parties hereto have and do agree would be appropriate
and adequate  compensation  to Employee in such  event),  in the event that this
Agreement and Employee's  employment  hereunder shall be terminated  (whether by
the Company or Employee) and  thereafter  Employee  shall prevail in any dispute
between  Employee and the Company  relative to,  involving,  or  concerning  the
legality  of  or  justification  for  the  termination  of  this  Agreement  and
Employee's  employment  hereunder  and any other  issues or matters  directly or
indirectly  arising out of or in connection with such termination and Employee's
employment by the Company,  Employee shall be entitled to the continued  payment
of  the  Base  Salary  as  provided  in  Section  8(b)   ("Termination   by  the
Company-Termination  Without Cause") as liquidated and exclusive damages and not
as a  penalty,  and in  such  case  this  Agreement  and  Employee's  employment
hereunder,  shall for all purposes be treated as having been  terminated  by the
Company  without  "cause"   pursuant  to  Section  8(b)   ("Termination  by  the
Company-Termination Without Cause").

        In the event Employee files any claim,  complaint,  charge,  action,  or
lawsuit against the Company or its employees,  agents,  officers,  directors, or
any  other  person   affiliated  or  associated  with  the  Company,   with  any
governmental agency, any state or federal court, or any mediation or arbitration
body or group,  for or with respect to a matter,  claim,  or incident,  known or
unknown,  which has occurred or arisen or which shall  hereafter  occur or arise
relative to,  involving,  or concerning  the  termination  of this Agreement and
Employee's  employment  hereunder  (whether as a result of action of Employee or
the Company) and any other issues or matters directly or indirectly  arising out
of or in  connection  with such  termination  and  Employee's  employment by the
Company,  and in such claim,  complaint,  action,  charge, or lawsuit,  Employee
alleges or asserts the right to recover, receive, or be awarded damages from the
Company or its  employees,  agents,  officers,  directors,  or any other  person
affiliated  or  associated  with the  Company in  addition  to or in lieu of the
liquidated  damages  expressly  provided for in this Section 20, Employee hereby
stipulates, agrees, and consents to the dismissal or withdrawal, with prejudice,
of any such  claim,  complaint,  action,  charge,  or lawsuit  (collectively,  a
"Dismissable  Claim").  In the event that Employee files any Dismissable  Claim,
Employee  shall be liable to the party or parties  against whom the  Dismissable
Claim  is  filed  (the  "Nonfiling  Party")  and  shall  indemnify  and save the
Nonfiling Party harmless from all costs and expenses, including, but not limited
to, attorneys fees, incurred by the Nonfiling Party and/or the Nonfiling Party s
officers,  agents, employees,  directors,  and/or any other person affiliated or
associated  with the Nonfiling  Party, if any, in defending or responding to any
such Dismissable Claim, regardless of whether such defense or response is before
a state or federal court or administrative  agency or a mediation or arbitration
body and regardless of who might ultimately be deemed to be the prevailing party
as to any such Dismissable Claim.
<PAGE>

     21.  ATTORNEY'S  FEES.  Employee and the Company  agree that in any dispute
resolution proceedings arising out of this Agreement, the prevailing party shall
be entitled to its or his reasonable attorney's fees and costs incurred by it or
his in connection with resolution of the dispute in addition to any other relief
granted.

        22. INDEMNIFICATION. If Employee is made a party to, is threatened to be
made a party to, or is otherwise  involved in any action,  suit, or  proceeding,
whether civil,  criminal,  administrative  or  investigative (a "Proceeding") by
reason of the fact that he is or was a  director,  officer,  or  employee of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee,  or agent of another corporation or of a partnership,  joint
venture, trust, or other enterprise,  including service with respect to employee
benefit plans, whether before, during or after expiration or termination of this
Agreement, the Company shall indemnify and hold Employee harmless to the fullest
extent authorized by the Utah General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such  amendment  permits  the  Company to provide  broader  indemnification
rights than such law permitted the Company to provide prior to such  amendment),
against all expense,  liability,  and loss (including  attorneys fees,  judgment
fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in  settlement)
reasonably  incurred or suffered by Employee in connection  therewith,  and such
indemnification shall continue after Employee ceases to be a director,  officer,
employee,  or agent of the Company and shall inure to the benefit of  Employee's
heirs,  executors,  and administrators.  The right to indemnification  conferred
hereby shall include the right to be paid by the Company the reasonable expenses
incurred in defending any Proceeding in advance of its final disposition as such
expenses are incurred.  The indemnification  provided herein shall not be deemed
exclusive  of any  other  rights to which  Employee  may be  entitled  under the
Certificate of Incorporation,  Bylaws, any agreement, or vote of stockholders or
disinterested  directors of the Company, or otherwise,  both as to action in his
official capacity and as to action in another capacity while holding such office
or position,  and shall continue with respect to action in such  capacities even
if Employee has thereafter ceased to be a director,  officer, employee, or agent
of the Company,  and shall inure to the benefit of Employee's  heirs,  executors
and  administrators.  Except  in  the  case  of  fraudulent  conduct  or  theft,
embezzlement,  or other  criminal  misappropriation  of funds by Employee,  then
nothing in this Agreement waives the Company's obligations under this paragraph,
even if Employee is terminated.

        23.  SEVERABILITY.  In the event that a court of competent  jurisdiction
determines  that any portion of this Agreement is in violation of any statute or
public  policy,  then only the  portions of this  Agreement  which  violate such
statute or public policy shall be stricken, All portions of this Agreement which
do not  violate any statute or public  policy  shall  continue in full force and
effect.  Furthermore,  any court order  striking  any portion of this  Agreement
shall modify the  stricken  terms as narrowly as possible to give as much effect
as possible to the intentions of the parties under this Agreement.

        24.  NOTICES.  All notices under this Agreement  shall be in writing and
shall be either  personally  delivered or mailed postage  prepaid,  by certified
mail, return receipt requested, (a) if to the Company, to it at 3820 Great Lakes
Drive, Salt Lake City, Utah 84120 Attention:  President or (b) if to Employee to
him at 3820 Great Lakes Drive,  Salt Lake City, Utah 84120 by the same means, or
in either  party's case to such other address or to the attention of such person
as the party has  specified by prior written  notice to the other party.  Notice
shall be effective when  personally  delivered,  or five (5) business days after
being so mailed.

        25.  COUNTERPARTS.  This  Agreement  may  be  executed  in  counterparts
collectively containing the signatures of each of the parties.
<PAGE>

        IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and Employee has hereunto signed this Agreement,
on the date first written above.


                DYNATEC INTERNATIONAL, INC and SOFTALK, INC.(the "Company")


                By:/S/F. Randy Jack

                Its:President




                /s/Paul A. Boyer    
                PAUL A. BOYER ("Employee")