$_______________                                           _______________, 2001


                            UNSECURED PROMISSORY NOTE

         FOR VALUE  RECEIVED,  ______________________,  a Utah  corporation  and
wholly  owned  subsidiary  of  Dynatec  International,  Inc.  (the  "Borrower"),
promises to Sarkat International,  L.L.C., a Utah limited liability company (the
"Lender"), as follows:

         1.  Principal and Interest.  Borrower  promises to pay to Lender or its
order at1455 West 10400 South, South Jordan, Utah, in lawful money of the United
States of America,  the  principal  sum of  ___________________________  Dollars
($________________)  together  with  simple  interest  on the  unpaid  principal
balance  thereon from the date hereof up to and  including the Maturity Date (as
defined  below) at the rate of eight and one/half  percent  (8.5%) per annum and
the Lender's Premium (as defined below).

         2. Nature of  Indebtedness.  This  Promissory  Note (the "Note") is for
payment of cash  advanced  by Lender to Borrower  (the  "Loan")  exclusively  to
enable  Borrower to purchase from the  manufacturer  thereof  certain  inventory
identified on Exhibit A attached  hereto (the  "Inventory").  The advance of the
borrowed funds shall be accomplished by direct  payment,  via wire transfer,  by
Lender  to the  manufacturer  identified  on  Exhibit  A  attached  hereto,  and
according to the wire transfer  instructions set forth thereon. As an inducement
to Lender to make the Loan,  in  addition  to the  payment  of  interest  on the
outstanding  principal balance as set forth above, Borrower shall pay Lender, on
or before  the  Maturity  Date,  twelve  and  one-half  percent  (12.5%)  of the
principal amount of this Note (the "Lender's Premium").  No part of the proceeds
of this Note  shall be or have been used for  personal,  family,  household,  or
consumer purposes.

         3.   Identification   of  Purchasers  of  Inventory.   Concurrent  with
Borrower's  shipment of any orders for the Inventory,  Borrower shall provide to
Lender a copy of Borrower's  invoice (an  "Invoice")  for each purchaser of such
Inventory,  which Invoice shall include the customer's name,  address,  detailed
list of the items  from the  Inventory  to be  purchased,  and total  amount due
Borrower under such Invoice.

         4.  Consent of Secured  Lender.  As a condition  precedent  to Lender's
advancement  of the  principal  amount of this Note and  Borrower's  obligations
under this Note,  Borrower shall provide written consent in form satisfactory to
Borrower  and its  counsel,  from Wells  Fargo  Business  Credit,  Inc.  ("Wells
Fargo"), acknowledging that Lender is extending the Loan, and acknowledging and,
to the extent necessary,  consenting to the Loan and the granting by Borrower of
a  purchase   money  security   interest  in  the  Inventory,   and  waiving  or
subordinating  any interest of Wells Fargo  Business  Credit,  Inc. in or to the
Inventory and the proceeds thereof.

         5. Repayment. Unless paid in full pursuant to the terms of this Note on
an earlier  date,  the entire  unpaid  principal  balance and accrued and unpaid
interest shall be due and payable in full one hundred eighty (180) days from the
date hereof (the "Maturity  Date").  Prior to the Maturity Date,  Borrower shall
pay outstanding principal,  accrued interest and the Lender's Premium during the
term of this Note as follows:  Within three  business (3) days after  Borrower's

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receipt of any  advance of loan funds  from  Wells  Fargo made  possible  by any
increase in Borrower's  borrowing  availability  from Wells Fargo as a result of
the expansion of Borrower's  accounts  receivable  from sales of the  Inventory,
Borrower  shall pay to Lender out of such loan advance amount the full amount of
the principal and accrued  interest under this Note,  and the Lender's  Premium,
provided there are sufficient loan advance funds to do so.

         6.  Events of  Default.  An Event of Default  shall occur if any of the
following events shall occur:

             a.  Failure to pay  Lender,  in  accordance  with  Section 5, after
Borrower's  receipt of and loan  advance  funds  from  Wells  Fargo if such loan
advance  funds  are   attributable  to  an  increase  in  Borrower's   borrowing
availability resulting from sales of the Inventory;

             b. Failure to pay Lender the outstanding principal balance, accrued
interest thereon, and all Lender's Premiums on or before the Maturity Date;

             c. Filing by Borrower of a voluntary  petition in  bankruptcy  or a
voluntary petition seeking reorganization,  adjustment, readjustment of debts or
any other relief under the  Bankruptcy  Code as amended or any insolvency act or
law, state or federal, now or hereafter existing;

             d. Filing of an involuntary petition against Borrower in bankruptcy
or  seeking  reorganization,  arrangement,  readjustment  of debts or any  other
relief under the Bankruptcy Code as amended or under any other insolvency act or
law, state or federal,  now or hereafter  existing,  and the continuance thereof
for sixty (60) days undismissed, unbonded, or undischarged;

             e. All or any substantial part of the property of Borrower shall be
condemned,  seized or  otherwise  appropriated  or  custody  or  control of such
property shall be assumed by any  governmental  agency or any court of competent
jurisdiction and shall be retained for a period of thirty (30) days; or

             f. There is a material default in any term, condition,  or covenant
hereof,  or the  Security  Agreement  executed  by  the  parties  in  connection
herewith.

         7. Remedies.  Upon default by Borrower as defined above and if Borrower
fails to cure such default  within  fifteen  (15)  business  days after  written
notice  thereof  from  Lender,  Lender may  declare  the entire  unpaid  balance
(including  any  Lender's  Premium  arising  from sales for which  Borrower  has
received   payment  in  full),   to  be  immediately  due  and  payable  without
presentment,  demand,  protest  or  other  notice  of any  kind.  To the  extent
permitted by law, Borrower waives any rights to presentment, demand, protest, or
notice of any kind in connection with this Note. No failure or delay on the part


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of Lender in exercising any right,  power, or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power,
or privilege provided at law, in equity, or by contract. The rights and remedies
provided  herein  are  cumulative  and not  exclusive  of any  other  rights  or
remedies.  Borrower agrees to pay all costs of collection  incurred by reason of
the default,  including court costs, and reasonable  attorney's fees,  including
such expenses incurred before legal action or bankruptcy proceedings, during the
pendency thereof, and continuing to all such expenses in connection with appeals
to high courts arising out of matters associated herewith.

         8. Waivers.  Borrower and any other person who have  obligations  under
this Note waive the rights of presentment, notice of dishonor, notice of protest
and  notices of every other kind and  nature.  Borrower  also waives any defense
based upon an election of remedies.

         9. General  Provisions.  This Note shall be binding upon Borrower,  its
successors and assigns. Nothing set forth herein or in any instrument, agreement
or  writing  made or given in  connection  herewith  shall  create  an agency or
partnership  relationship  between  Borrower and Lender.  Time is of the essence
hereof.

         10.  Governing  Law;  Jurisdiction;  Venue.  This Note and all acts and
transactions  hereunder  and all rights and  obligations  of Lender and Borrower
shall be governed by, and construed in accordance with, the laws of the State of
Utah, without regard to its conflict of laws principles. Any undefined term used
in this Note that is defined in the Utah Uniform  Commercial Code shall have the
meaning assigned to that term in the Utah Uniform Commercial Code. As a material
part of the consideration to Lender to enter into this Note, Borrower (i) agrees
that all actions and proceedings relating directly or indirectly hereto shall at
Lender's  option,  be litigated  in courts  located  within  Utah,  and that the
exclusive venue therefor shall be, at Lender's  option,  Salt Lake County;  (ii)
consents to the jurisdiction and venue of any such court and consents to service
of process in any such  action or  proceeding  by persona  delivery of any other
method  permitted by law; and (iii) waives any and all rights  Borrower may have
to object to the  jurisdiction  of any such court,  or to transfer or change the
venue of any such action or proceeding.

         11. Usury.  Borrower  acknowledges and agrees that the agreement to pay
to Lender the Lender's Premium is not usurious under Utah law.

         12. Entire Agreement in Writing. This written agreement,  and any other
documents  executed in  connection  herewith,  are the final  expression  of the
agreement and  understanding  of Borrower and Lender with respect to the general
subject matter hereof and supersede any previous understanding,  negotiations or
discussions,  whether  written or oral.  This written  agreement,  and any other
documents executed in connection  herewith,  may not be contradicted by evidence
of any alleged oral agreement.


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         DATED as of the date first above written.

                                       --------------------------.
                                       a Utah corporation


                                       By:
                                           -------------------------------------
                                       Its:
                                           -------------------------------------


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                                    EXHIBIT A

                                    Inventory
                                    ---------





                        Name and Address of Manufacturer
                        --------------------------------




                   Wire Transfer Instructions for Manufacturer
                   -------------------------------------------

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