EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into
effective as of February 5, 1999 (the "Effective  Date"), by and between Dynatec
International,  Inc.,  a Utah  corporation  (the  "Company"),  and  Frederick W.
Volcansek,  an  individual  (the  "Employee").  The Company and the Employee are
sometimes referred to herein, collectively,  as the "parties" and, individually,
as a "party."

                                    RECITALS:

         A.  WHEREAS,  the Employee has been an outside  director of the Company
for in excess of ten (10) years and, in that capacity,  has acquired an in depth
knowledge of the Company and its business, operations,  customers, suppliers and
products;

         B. WHEREAS,  the Employee has  substantial  knowledge and experience in
business and international  commerce and finance, which knowledge and experience
has been and will continue to be valuable to the Company as it grows and expands
its operations;

         C.   WHEREAS,   the  Company  is  in  the   business   of   developing,
manufacturing, marketing, and distributing various consumer products, including,
but not limited to,  telephone  accessories,  hardware and  houseware  products,
flashlights and telecommunications headsets; and

         D. WHEREAS, the Company desires to establish its rights to the services
of the Employee in the capacity described below, on the terms and conditions and
subject to the rights of termination  hereinafter set forth, and the Employee is
willing to accept such employment on such terms and conditions.

         NOW THEREFORE, in consideration of the mutual agreements,  promises and
covenants described herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the Employee and the
Company have agreed and do hereby agree as follows:



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1.  Employment.  The Company hereby employs the Employee and the Employee hereby
accepts such  employment,  upon the terms and conditions  set forth herein.  The
Company understands that the Employee currently resides in The Woodlands,  Texas
and intends to retain his  residence  in The  Woodlands,  Texas for personal and
family  reasons  for a  presently  unascertainable  period  of  time  after  the
Effective  Date but not to  exceed  six (6)  months  (the  "Transition  Period")
without  the  prior  approval  of the  Company's  Board of  Directors.  The term
"Transition  Period"  for  purposes of this  Agreement  will be  interpreted  to
include any  extension  thereof that may be approved by the Board of  Directors.
Notwithstanding  the  duration of the  Transition  Period set forth  above,  the
Employee  intends to  permanently  relocate to the Salt Lake City,  Utah area as
soon after the effective date of this  Agreement as the Employee's  personal and
family  circumstances  will  allow,  which  determination  shall  be made by the
Employee in his sole and absolute discretion. The parties further understand and
agree that the Employee intends to travel from The Woodlands, Texas to Salt Lake
City, Utah each week during the Transition Period and expects to generally spend
several days of each business week working at the Company's headquarters in Salt
Lake  City,  Utah  during the  Transition  Period,  but at all times  during the
Transition  Period to devote  his full time and  professional  expertise  to the
discharge of the Employee's duties and responsibilities hereunder.

         1.1 During Transition Period. During the Transition Period, the Company
shall  furnish  the  Employee  with (a) an  office  and  secretarial  and  other
facilities and services at the Company's  headquarters in Salt Lake City,  Utah,
and (b)  reimbursement  for all actual expenses  incurred in connection with all
reasonably necessary and appropriate office equipment for use by the Employee at
his residence in The Woodlands,  Texas during the Transition Period,  including,
but not limited to, all  necessary  computer  hardware  and  software,  computer
printer,  facsimile machine and supplies,  cellular telephone,  Internet access,
scanner  and all  related  peripheral  equipment  as  reasonably  necessary  and
appropriate  for the Employee to perform his duties and  responsibilities  under
this Agreement  during the Transition  Period and consistent with the Employee's
position as Chief Executive Officer of the Company.

         1.2 After  Transition  Period.  After the  expiration of the Transition
Period,  the Company shall  furnish the Employee with an office and  secretarial
and other  facilities  and services at the Company's  headquarters  in Salt Lake
City,  Utah as are reasonably  necessary and  appropriate for the performance of
the Employee's  duties and  responsibilities  hereunder and consistent  with the
Employee's position as Chief Executive Officer of the Company.



<PAGE>


2.  Duties.  The  Company  does hereby  employ and engage the  Employee as Chief
Executive Officer of the Company and each of its subsidiaries and divisions,  or
such other title as the Company's  Board of Directors shall specify from time to
time,  and the  Employee  does hereby  accept and agree to such  engagement  and
employment.  The Employee's duties shall be such executive and managerial duties
and  responsibilities  as the Board of Directors shall specify from time to time
and as provided in the Bylaws of the  Company,  as the same may be amended  from
time to time,  and shall entail those  duties  customarily  performed by a Chief
Executive  Officer of a company  with a sales  volume  and  number of  employees
commensurate  with those of the  Company.  The  Employee  shall  diligently  and
faithfully execute and perform such duties and responsibilities,  subject to the
general  supervision  and  control  of the  Company's  Board of  Directors.  The
Employee  shall  be  responsible  and  report  only to the  Company's  Board  of
Directors.  The Board of Directors,  in its sole and absolute discretion,  shall
determine the Employee's duties and  responsibilities and may assign or reassign
the  Employee to such  executive  and  managerial  duties,  responsibilities  or
positions as it deems in the Company's best interest.  The Employee shall devote
his full-time  attention,  energy and skill during normal  business hours to the
business and affairs of the Company and shall not,  during the  Employment  Term
(as that term is defined  below),  be  actively  engaged  in any other  business
activity,  except  with the prior  written  consent  of the  Company's  Board of
Directors; provided, however, that in any event any such other business activity
will not: (a) adversely  affect or materially  interfere with the performance of
the Employee's duties and responsibilities  hereunder, (b) involve a conflict of
interest  with  the  Company  or (c)  involve  activities  competitive  with the
business of the Company.  Notwithstanding  the foregoing,  the Employee shall be
permitted  to (i) engage in  charitable  and  community  affairs,  (ii) act as a
director of any  corporation  or  organization  outside of the  Company,  not to
exceed three (3) in number,  that is not in  competition  with the Company,  and
(iii) make  investments of any character in any business not in competition with
the Company or any of its  subsidiaries  or divisions and manage such investment
(but  not be  involved  in the  day-to-day  operations  of any  such  business),
provided,  however,  no such business  shall place the Employee in a conflict of
interest with the Company or interfere  with the  performance  of the Employee's
duties and responsibilities under this Agreement.

3. Compensation and Benefits. As the entire consideration for the services to be
performed by the Employee hereunder and the duties and responsibilities assigned
to and the obligations  incurred by the Employee  hereunder,  and subject to the
terms and conditions  hereof,  during the Employment  Term the Employee shall be
entitled to the following:

         3.1 Base Salary. Subject to Section 5 below, during the Employment Term
the  Company  shall pay the  Employee  an  annual  base  salary  of One  Hundred
Ninety-Five Thousand Dollars ($195,000).  The Company will pay the Employee said
base salary in equal semi-monthly  installments or at more frequent intervals in
accordance  with the Company's  customary  policies and pay schedule.  An upward
adjustment  to the  Employee's  base salary shall be considered by the Company's
Board of  Directors  not less  frequently  than  annually.  The Employee and the
Company  agree that any expenses  that are paid for by the Company or reimbursed
to the Employee  pursuant to Sections 3.7 or 3.8 below will be accounted  for by
the Company as compensation to the Employee and subject to normal withholding by
the Company on an as-paid basis.

         3.2 Additional Benefits. The Employee shall be entitled to participate,
to the extent of his  eligibility,  in any employee benefit plans made generally
available by the Company to its other  senior  management  personnel  during the
Employment Term,  including,  without limitation,  such bonus plans,  pension or
profit  sharing  plans,  incentive  stock option plans,  retirement  plans,  and
health, life,  hospitalization,  dental,  disability or other insurance plans or
programs  as may be in  effect  from  time to  time,  subject,  however,  to any
restrictions  specified in such plans. Such participation shall be in accordance
with the terms  established  from  time to time by the  Company  for  individual
participation in any such plans or programs.



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         3.3 Vacation,  Sick Leave and Holidays.  The Employee shall be entitled
to such amounts of paid vacation and other leave,  up to three (3) weeks of paid
vacation per each twelve (12) month period of  employment,  as from time to time
may be generally allowed to the Company's senior management personnel, with such
vacation to be scheduled  and taken in accordance  with the  Company's  standard
vacation policies applicable to such personnel.  In addition, the Employee shall
be entitled to such sick leave and holidays at full pay in  accordance  with the
Company's  policies  established  and in effect from time to time for its senior
management personnel.

         3.4  Vehicle.  The  Employee  shall be  entitled  to the use of one (1)
Company  owned  or  leased  vehicle  and  full  reimbursement  for all  expenses
associated  with the operation and  maintenance  of such vehicle,  which vehicle
shall be comparable to the vehicles of the other senior management personnel and
executives  of the  Company.  The Company will  reimburse  the Employee for such
expenses in accordance with the Company's normal accounting  procedures upon the
presentation of vouchers and  documentation for such operational and maintenance
expenses.

         3.5 Bonus.  The Company's Board of Directors may at any time, but shall
have no  obligation  to do so,  pay  the  Employee  such  bonuses  and/or  other
supplemental  or  special  payments  and  benefits  as the  Board  of  Directors
determines in its sole and absolute discretion.

         3.6 Stock Options.  The Employee  shall be granted  options to purchase
shares of the Company's  Common Stock in an amount and with terms and conditions
to be  determined  by the Board of  Directors.  All such options will be granted
pursuant to and governed by any  executive  stock option plan then in effect (or
such other similar plan as  determined  by the Board of Directors)  and shall be
evidenced by a separate option grant agreement with the Employee.

         3.7 Relocation Expenses.  Upon the expiration of the Transition Period,
the  Company  will pay for and on  behalf  of the  Employee,  or  reimburse  the
Employee for, all  reasonable  costs and expenses  associated  with the Employee
permanently relocating his permanent residence from The Woodlands,  Texas to the
Salt Lake City, Utah area, which costs and expenses shall include, but shall not
be limited  to, the  services  of a moving  company  to pack and  transport  the
Employee's  household items and personal  belongings and  transportation  of the
Employee and his family members to Salt Lake City, Utah; provided, however, that
such  expenses  shall  not  exceed  Twenty  Thousand  Dollars  ($20,000)  in the
aggregate  without  the prior  approval  of the  Company's  Board of  Directors;
provided further,  however, that the Company shall have no obligation to pay for
or reimburse the Employee for any of the costs  associated  with the sale of the
Employee's residence in The Woodlands, Texas.



<PAGE>


         3.8 Expenses During Transition  Period.  During the Transition  Period,
the Company will provide the Employee  with,  or reimburse  the Employee for the
cost of, an apartment,  executive  suite or other suitable  dwelling in the Salt
Lake City, Utah area and all items of personal property reasonably necessary for
the  Employee to reside in the Salt Lake City,  Utah area during the  Transition
Period.  In addition,  during the Transition  Period the Company will pay for or
reimburse  the  Employee  for all  reasonable  travel and  transportation  costs
related to the Employee  commuting  between The  Woodlands,  Texas and Salt Lake
City, Utah. The parties understand and agree that the Employee generally intends
to travel from The Woodlands, Texas to Salt Lake City, Utah each week during the
Transition  Period.  The Company will also pay for or reimburse the Employee for
all ordinary and necessary communication and business expenses,  including,  but
not limited to, telephone,  telecopy and overnight delivery charges, incurred by
the  Employee  during the  Transition  Period when his is working  from his home
office in The Woodland, Texas.
         3.9 No Other Benefits or Compensation. The Employee, as a result of his
employment by the Company as provided by this Agreement,  shall only be entitled
to the compensation and benefits provided for in this Agreement,  subject to the
terms as set forth herein, and to no other benefits or compensation.

4. Business Expenses. During both the Transition Period and after the expiration
thereof,  the Company shall  promptly  reimburse the Employee for all reasonable
out-of-pocket business expenses incurred in performing the Employee's duties and
responsibilities  hereunder  in  accordance  with the  Company's  policies  with
respect thereto in effect from time to time, provided that the Employee promptly
furnishes  to the  Company  adequate  records  and  other  documentary  evidence
required by all federal and state statutes,  rules and regulations issued by the
appropriate  taxing  authorities  for the  substantiation  of each such business
expense as a  deduction  on the  federal  and state  income  tax  returns of the
Company.

5.       Term and Termination.

         5.1  Employment  Term.  Subject  to  earlier  termination  as  provided
hereinbelow  (and except for the  provisions  of this  Agreement  that, by their
terms,  continue  in force  beyond the  termination  thereof),  the term of this
Agreement shall be for a four (4) year period,  commencing on the Effective Date
and ending on  February 5, 2003 (the  "Employment  Term").  Upon mutual  written
consent of the  parties,  this  Agreement  may be  extended  or renewed for such
successive  term or terms beyond the  Employment  Term as the parties agree in a
written document executed by both parties. If the Employment Term is so extended
or renewed as provided in this Section 5.1, the term  "Employment  Term" will be
interpreted  herein to include  such  successive  extension  or renewal  term or
terms.

         5.2  Voluntary   Termination.   The  Company  shall  only  be  able  to
voluntarily  terminate  this  Agreement  without  cause (as that term is defined
below) prior to the expiration of the Employment Term as provided by Section 5.1
above. The Employee may voluntarily  terminate this Agreement and his employment
hereunder at any time during the Employment  Term, in which event the conditions
of Section 5.5.1 below shall apply.

         5.3  Termination  for  Cause.   This  Agreement,   and  the  Employee's
employment  hereunder,  shall automatically  terminate upon the Employee's death
and is  otherwise  immediately  terminable  by the  Company for cause at anytime
(except as otherwise set forth hereinbelow) upon written notice from the Company
to the Employee. As used in this Agreement, "cause" shall mean the following:

                  5.3.1 refusal by the Employee to implement or adhere to lawful
policies or directives of the Board of Directors;


<PAGE>



                  5.3.2 habitual neglect of or deliberate or intentional refusal
by the Employee to perform his duties,  responsibilities  or  obligations  under
this Agreement;

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

                  5.3.4  breach of  fiduciary  duty,  breach  of the  Employee's
common law duty of loyalty,  deliberate  breach of the Company's rules resulting
in loss or damage  to the  Company,  or  unauthorized  disclosure  of any of the
Company's trade secrets, confidential information or Proprietary Information (as
that term is defined below) by the Employee; and

                  5.3.5 theft,  embezzlement or other criminal  misappropriation
of funds by the Employee from the Company;

provided,  however,  that cause pursuant to Sections 5.3.1 and 5.3.2 above shall
not be deemed to exist unless the Company  shall have first given the Employee a
written   notice  thereof   specifying  in  reasonable   detail  the  facts  and
circumstances  alleged to  constitute  "cause,"  and thirty (30) days after such
notice such conduct  has, or such  circumstances  have,  as the case may be, not
entirely  ceased or been entirely  remedied.  The  determination  of whether the
Employee's  actions justify  termination for cause and the date such termination
shall be effective  shall be made by the Company's  Board of Directors,  in good
faith,  in its sole and  absolute  discretion.  If the  Company  terminates  the
Employee's  employment  pursuant  to  this  Section  5.3  but  it is  ultimately
determined  that the Company  lacked  "cause," the  provisions  of Section 5.5.2
below shall apply.



<PAGE>


         5.4 Termination  for  Disability.  The Company's Board of Directors may
terminate this Agreement and the Employee's employment  hereunder,  upon written
notice to the Employee and certification of the Employee's "disability" (as that
term is defined below) by a Qualified  Physician (as that term is defined below)
or a panel of Qualified Physicians,  as set forth below, if the Employee becomes
disabled  for either (a) one  hundred-twenty  (120)  continuous  days or (b) one
hundred-eighty  (180) days during any continuous  twenty-four  (24) month period
during the Employment  Term. The Company's  Board of Directors  shall  initially
determine  that  the  Employee's  disability  will  prevent  the  Employee  from
substantially performing the Employee's duties,  responsibilities or obligations
hereunder.  As used in this Agreement,  "disability" shall be defined as (i) the
Employee's inability, by reason of physical or mental illness or other cause, to
substantially  perform the Employee's  duties,  responsibilities  or obligations
hereunder,  or (ii) disability as defined in any disability  insurance policy of
the Company in effect at the time in question.  The  Employee's  disability,  as
initially  determined  by the Board of  Directors,  shall then be certified by a
Qualified  Physician or, if requested by the  Employee,  by a panel of three (3)
Qualified  Physicians.  If the Employee  requests such a panel, the Employee and
the Company  shall each select one (1) Qualified  Physician  who together  shall
then select a third Qualified  Physician.  The  determination  of the individual
Qualified Physician or a majority of the panel of Qualified  Physicians,  as the
case may be, shall be binding and conclusive  for all purposes.  As used in this
Section 5.4, the term "Qualified Physician" shall mean any medical doctor who is
licensed  to  practice  medicine  in the  State  of Utah  and who is  reasonable
acceptable to the Employee and the Company. The Employee and the Company may, in
any instance, and in lieu of a determination by a Qualified Physician or a panel
of Qualified Physicians,  agree between themselves that the Employee is disabled
for  purposes of this  Section  5.4, in which event the parties  understand  and
agree that any such determination  shall only be applicable for purposes of this
Agreement.   The  Employee  shall  receive  full   compensation,   benefits  and
reimbursement of expenses  pursuant to the terms of this Agreement from the date
disability  begins until the date the Employee  receives written notice that the
Qualified  Physician or the panel of Qualified  Physicians,  as the case may be,
has certified the Employee's  disability or until the Employee begins to receive
disability benefits pursuant to any disability  insurance policy of the Company,
whichever occurs first.

         5.5      Effect of Termination.

                  5.5.1  Termination  for Cause or Voluntary  Termination by the
Employee.  In  the  event  this  Agreement  and  the  Employee's  employment  is
terminated  for cause  hereunder or the  Employee  voluntarily  terminates  this
Agreement  pursuant to Section 5.2 above, all obligations of the Company and all
duties,  responsibilities  and obligations of the Employee shall cease except as
provided in Section  5.5.3  below.  Upon such  termination,  the Employee or the
Employee's  representative  or estate  shall be  entitled  to  receive  only the
compensation,  benefits and  reimbursement  earned by or accrued to the Employee
under the terms of this Agreement  prior to the date of  termination,  but shall
not be entitled to any further  compensation,  benefits or  reimbursement  after
such date.



<PAGE>


                  5.5.2   Voluntary   Termination  by  the  Company;   Severance
Compensation. In the event the Company voluntarily terminates this Agreement and
the Employee's  employment  hereunder  during the Employment Term other than for
cause (and other than as allowed  pursuant to Section 5.2 above),  the  Employee
will be entitled to the following  severance  benefits:  (a) two (2) years' base
salary (as the  Employee's  base  salary is set forth in Section 3.1 above or as
subsequently  increased by the  Company),  fifty percent (50%) of which shall be
paid in a lump sum on the date of the Employee's termination and the other fifty
percent (50%) of which shall be paid in three (3) equal  quarterly  installments
commencing on the date that is  one-hundred  eighty (180) days after the date of
the  Employee's  termination;  and (b) two (2)  years  of  Company-paid  health,
hospitalization   and  dental  coverage,   which  insurance  coverage  shall  be
substantially  on the same terms and  conditions  as was offered to the Employee
during the  Employment  Term.  Other than the items set forth in clauses (a) and
(b) above in this  Section  5.5.2,  the  Employee  shall not be  entitled to any
further   compensation,   benefits  or  reimbursement  after  the  date  of  his
termination. In the event the Employee voluntarily terminates this Agreement and
his employment  hereunder  pursuant to Section 5.2 above, the Employee shall not
be  entitled  to any  severance  pay and shall not be  entitled  to any  further
compensation,  benefits or reimbursement after such termination date. Except for
the  severance  pay  provided in this  Section  5.5.2,  and except as  otherwise
provided  herein,  all  obligations of the Company will cease upon the Company's
voluntary termination of this Agreement and the Employee's employment hereunder.
No  severance  compensation  will be paid to the  Employee  in the  event  he is
terminated for cause.

     5.5.2.1  This  Agreement  shall  not  be  terminated  by the  voluntary  or
involuntary  dissolution  of the  Company  resulting  from  either a  merger  or
consolidation in which the Company is not the consolidated or surviving company,
or a transfer or all or substantially  all of the assets of the Company,  or the
sale of all or  substantially  all of the Company's equity capital (a "change of
control").  In the event of any such  merger,  consolidation,  sale or change of
control,  the Company's  rights  hereunder shall be assigned to the surviving or
resulting  company,  which  company  shall then honor  this  Agreement  with the
Employee or purchase  this  Agreement  from the  Employee for an amount equal to
three (3) years'  base  salary (as the  Employee's  base  salary is set forth in
Section 3.1 above or as  subsequently  increased by the  Company),  which amount
shall be paid to the  Employee  in one (1) lump  sum  upon the  closing  of such
merger, consolidation, sale or change of control.

                  5.5.3    Survivability.

     5.5.3.1 Upon the  termination of this Agreement  pursuant to Section 5.4 or
Section  5.5.1  above  and upon the  expiration  of the  Employment  Term,  this
Agreement  shall thereupon be and become void and of no further force or effect,
except that (a) the covenant not to compete set forth in Section 6 below and (b)
the proprietary information provision contained in Section 7 below shall survive
any such  termination  or expiration and shall continue to bind the Employee for
the period of time  stated  therein,  and,  in  addition,  the  attorneys'  fees
provisions,   governing  law  and   jurisdiction  and  venue   provisions,   and
indemnification   provisions  set  forth  in  Sections  13,  14  and  16  below,
respectively,   shall  continue  to  govern  any  disputes  arising  under  this
Agreement.

                           5.5.3.2  Upon  the   termination  of  this  Agreement
pursuant to Section 5.5.2 above, this
Agreement  shall thereupon be and become void and of no further force or effect,
except that (a) the  severance pay  provisions  of Section 5.5.2 above,  (b) the
covenant  not to compete  set forth in  Section 6 below and (c) the  proprietary
information  provision  contained  in  Section 7 below  shall  survive  any such
termination  and shall  continue  to bind the  Employee  for the  period of time
stated therein, and, in addition, the attorneys' fees provisions,  governing law
and jurisdiction and venue provisions,  and indemnification provisions set forth
in  Sections  13, 14 and 16 below,  respectively,  shall  continue to govern any
disputes arising under this Agreement.


<PAGE>


                  5.5.4  Full  Calendar  Month.  To  the  extent   permitted  by
applicable  law,  the  calendar  month in which  the  Employee's  employment  is
terminated shall be counted as a full month in determining all amounts hereunder
and the vesting of any  benefits  under any of the  Company's  benefit  plans or
programs.

6.       Covenant Not to Compete.

         6.1 Non-Compete  Covenant.  The Company and the Employee agree that the
Company's  successful  operation  depends,  to a great extent, on the Employee's
special  knowledge  and  expertise  in business and  international  commerce and
finance.  Consequently,  during the Employment  Term and for a period of two (2)
years  after  the date of  termination  of the  Employee's  employment  with the
Company (for any reason  whatsoever)  or the expiration of this Agreement at the
expiration of the Employment Term, the Employee, in further consideration of the
Company's agreement to employ the Employee as provided herein, agrees not (a) to
engage, directly or indirectly, personally or as an employee, agent, consultant,
partner  (whether  general or  limited),  member,  manager,  officer,  director,
shareholder  or otherwise,  in any business  activities  that are the same as or
similar  to those in which  the  Company  engages  or  proposes  to  engage  (as
indicated by the Company's  business  plan on the date of the  expiration of the
Employment Term) for or on behalf of himself or any other person, firm, company,
corporation or business organization or entity that competes with the Company in
the consumer products industry,  (b) to engage in such activities with any other
person,  firm,  company,  partnership,  corporation or business  organization or
entity engaged in or about to become engaged in such activities for or on behalf
of such other  person,  firm,  company,  partnership,  corporation  or  business
organization  or  entity,  or (c) to  entice,  induce  or  encourage  any of the
Company's  other  employees or any of its officers,  directors or consultants to
engage in any activity  that,  were it done by the  Employee,  would violate any
provision of this Section  6.1;  provided,  however,  that  notwithstanding  the
immediately preceding restrictions set forth in clauses (a), (b) and (c) of this
Section 6.1, the Employee shall be allowed to own up to five percent (5%) of the
issued and  outstanding  voting stock or interests of any company or mutual fund
that competes directly or indirectly with the Company if such stock or interests
are traded on a national  securities  market or on the NASDAQ Stock Market.  The
restrictions  set forth in this  Section  6.1 shall  only  apply in the State of
Utah. The Employee  expressly agrees and acknowledges that (i) this covenant not
to compete is reasonable as to time and  geographic  scope and area and does not
place any unreasonable burden on the Employee,  (ii) the general public will not
be harmed as a result of the enforcement of this covenant not to compete,  (iii)
the Employee's personal legal counsel has reviewed this covenant not to compete,
and (iv) the Employee  understands  and hereby agrees to each and every term and
condition of this covenant not to compete.



<PAGE>


         6.2  Violation  of  Covenants.  The  Employee  expresses,   agrees  and
acknowledges  that the  covenant  not to compete  contained in this Section 6 is
necessary  for the Company's  protection  because of the nature and scope of the
Company's business and the Employee's position with and the scope of the duties,
responsibilities  and obligations  delegated to the Employee by the Company.  If
any of the covenants or agreements contained in this Section 6 are violated, the
Employee agrees and acknowledges that any such violation or threatened violation
will cause irreparable  injury to the Company and that the remedy at law for any
such  violation or threatened  violation will be inadequate and that the Company
will be entitled to injunctive  relief and other equitable  remedies without the
necessity  of proving  actual  damages.  This  non-competition  period  shall be
extended  by any  period  of time  during  which  the  Employee  is in breach or
violation of this covenant.

7.       Proprietary Information.

         7.1 Return of  Proprietary  Information.  Upon the  termination of this
Agreement for any reason  whatsoever or the expiration of the  Employment  Term,
the Employee shall  immediately turn over to the Company any and all Proprietary
Information (as that term is defined below). The Employee shall have no right to
retain any copies of any material qualifying as Proprietary  Information for any
reason  whatsoever  after the  termination  of his  employment  hereunder or the
expiration of the Employment  Term,  without the express  written consent of the
Company.

         7.2 Non-Disclosure.  It is understood and agreed that, in the course of
his employment  hereunder and through his prior  activities for and on behalf of
the  Company and the  contemplated  future  activities  for and on behalf of the
Company  pursuant hereto,  the Employee will receive,  deal with and have access
to, the Company's  Proprietary  Information and that the Employee holds and will
hold all of the Company's  Proprietary  Information  in trust and confidence for
and on behalf of the Company.  The Employee  agrees that he will not, during the
Employment  Term or  thereafter,  in any  fashion,  form or manner,  directly or
indirectly,  retain,  make copies of,  divulge,  disclose or  communicate to any
person,  firm company,  partnership,  corporation  or business  organization  or
entity,  in any manner  whatsoever,  except  when  necessary  or required in the
normal course of the Employee's  employment hereunder and for the benefit of the
Company or with the express  prior  written  consent of the Company,  any of the
Company's  Proprietary  Information or any  information  of any kind,  nature or
description  whatsoever  concerning  any  matters  affecting  or relating to the
Company's business or affairs or any of its Proprietary Information.



<PAGE>


         7.3 Proprietary  Information  Defined.  For purposes of this Agreement,
"Proprietary  Information"  shall  include,  but shall not be  limited  to,  the
following:   (a)   identity  of  clients,   customers,   suppliers,   retailers,
distributors,  distribution  channels or investors in, of or to the Company,  or
potential clients, customers, suppliers, retailers,  distributors,  distribution
channels  or  investors  in, of or to the  Company;  (b) any  written,  typed or
printed lists or other materials identifying the clients, customers,  suppliers,
retailers,  distributors  or investors  in, of or to the  Company,  or potential
clients, customers, suppliers, retailers, distributors or investors in, of or to
the Company;  (c) any financial or other information  supplied to the Company by
its clients, customers, suppliers, retailers, distributors or investors; (d) any
and all data or information involving the processes, security codes, flowcharts,
techniques,  programs,  marketing  materials,  personnel  information,  methods,
suppliers  or contacts  employed by the Company in the conduct of its  business;
(e) any lists, documents, manuals, records, forms or other materials used by the
Company in the conduct of its business; (f) any descriptive materials describing
the processes,  methods or procedures  employed by the Company in the conduct of
its business;  (g) any processes for or involving any of the Company's  products
or  contemplated or proposed  products,  processes or services or any in-process
patent  applications  or  trade  secrets  relating  to the  Company's  products,
processes or services;  and (h) any other secret or confidential  information or
material  concerning  the Company's  business,  affairs or products or services,
including,  but not limited to, non-public financial information such as budgets
and business plans. The terms "list," "document" or their equivalent, as used in
this Section 7.3, are not limited to a physical writing or compilation, but also
include any and all information  whatsoever  regarding the subject matter of the
"list" or "document" whether or not such compilation has been reduced to writing
and  regardless  of the  medium in which the same  exists  (whether  electronic,
digital, magnetic, optical or otherwise).

8. Termination of Prior Agreements. This Agreement terminates and supersedes any
and  all  prior   negotiations,   correspondence,   agreements,   proposals  and
understandings  between the parties  hereto with respect to  employment  or with
respect  to the  compensation  of the  Employee  by the  Company,  and all  such
negotiations,  correspondence, agreements, proposals and understandings shall be
deemed  to be  merged  into  this  Agreement  and,  to the  extent  inconsistent
herewith,   such  negotiations,   correspondence,   agreements,   proposals  and
understandings  shall  be  deemed  to be of no  force or  effect.  There  are no
representations,  warranties or agreements,  whether express or implied, oral or
written, with respect to the subject matter hereof, except as set forth herein.

9.  Assignment.  This  Agreement  is for the  unique  personal  services  of the
Employee  and is not  assignable  or  delegable,  in whole  or in  part,  by the
Employee without the prior written consent of the Company. This Agreement may be
assigned or  delegated,  in whole or in part,  by the Company and, in such case,
shall  be  assumed  by and  become  binding  upon  the  person,  firm,  company,
corporation  or  business  organization  or entity to which  this  Agreement  is
assigned.

10.  Waiver  or  Modification.  Any  waiver,  change,  modification,  extension,
discharge  or amendment of any  provision of this  Agreement  shall be effective
only if in writing in a document that specifically  refers to this Agreement and
is  signed  by the  party  against  whom  enforcement  of such  waiver,  change,
modification,  extension, discharge or amendment is sought. The waiver by either
party of a breach of any  provision  of this  Agreement by the other party shall
not operate or be  construed  as a waiver of any other  provision  hereof or any
subsequent breach of the same provision hereof.



<PAGE>


11.  Severability;  Interpretation.  In the  event  that  any  term or  portion,
including any part of a Section or  subsection,  of this Agreement is invalid or
unenforceable for any reason, the remaining terms or portions of this Agreement,
including the remaining Sections or subsections,  if any, shall be severable and
shall remain in full force and effect.  The parties to this Agreement agree that
the court making a determination that any term or provision of this Agreement is
unenforceable shall modify the scope,  duration,  geographic area or application
of the term or provision so that the term or  provision  is  enforceable  to the
maximum extent permitted by applicable law. Notwithstanding any rule or maxim of
construction  to the contrary,  any ambiguity or  uncertainty  in this Agreement
shall not be construed  against  either of the parties based upon  authorship of
any of the provisions  hereof.  The above Recitals are deemed to be incorporated
herein by reference.

12. Notices.  Any notice  required or permitted  hereunder to be given by either
party shall be in writing and shall be delivered personally or sent by certified
or  registered  mail,  postage  prepaid,  or by  private  courier,  or by telex,
telegram  or  telecopy  to the party to the  address  set forth below or to such
other address as either party may designate  from time to time  according to the
terms of this Section 12:

                To the Employee at:                Frederick W. Volcansek
                                                   10 Moss Bluff Court
                                                   The Woodlands, Texas  77382
                                                   Fax:  (409) 273-4705

                With a copy to:           David M. Connors, Esq.
                                          LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                                                     1000 Kearns Building
                                                     136 South Main Street
                                                 Salt Lake City, Utah 84101-1685
                                                     Fax:  (801) 359-8256

                To the Company at:                 Dynatec International, Inc.
                                                   3820 Great Lakes Drive
                                                   Salt Lake City, Utah 84120
                              Attention:  Paul A. Boyer, Chief Financial Officer
                                                   Fax:  (801) 972-2112

                With a copy to:           N. Todd Leishman, Esq.
                                          Durham Jones & Pinegar
                                          50 South Main Street, Suite 850
                                          Salt Lake City, Utah 84144
                                          Fax:  (801) 538-2425



<PAGE>


         A notice delivered personally shall be effective upon receipt. A notice
sent by telex,  telegram or telecopy shall be effective  twenty-four  (24) hours
after the  dispatch  thereof.  A notice  delivered by private  courier  shall be
effective on the day delivered or if delivered by mail, the third (3rd) business
day after the day of mailing.

13.  Attorneys'  Fees. In the event of any action at law or in equity to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable  attorneys' fees, court costs and disbursements in addition to any
other relief to which such party may otherwise be entitled.

14. Governing Law;  Jurisdiction and Venue.  This Agreement shall be governed by
and  construed in accordance  with the laws of the State of Utah without  giving
effect to any applicable conflicts of law provisions. The parties consent to the
exclusive  jurisdiction  and venue of the federal and state  courts  residing in
Salt Lake  City,  Salt Lake  County,  Utah for the  resolution  of any  disputes
arising under or out of this Agreement.

15.  Business  Opportunities.  During the Employment Term the Employee agrees to
bring to the attention of the Company's Board of Directors all written  business
proposals that come to the  Employee's  attention and all business or investment
opportunities of whatever nature that are created or devised by the Employee and
that relate to areas in which the Company conducts business and might reasonably
be  expected to be of  interest  to the  Company or any of its  subsidiaries  or
divisions.

16. Employee's  Representations  and Warranties.  The Employee hereby represents
and  warrants  that he is not  under  any  contractual  obligation  to any other
company,  entity or individual  that would  prohibit or impede the Employee from
performing his duties and  responsibilities  under this Agreement and that he is
free to enter into and perform the duties and responsibilities  required by this
Agreement.  The Employee hereby agrees to indemnify and hold the Company and its
officers, directors,  employees,  shareholders and agents harmless in connection
with the representations and warranties made by the Employee in this Section 16.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
effective as of the Effective Date.


THE COMPANY:                                              THE EMPLOYEE:

DYNATEC INTERNATIONAL, INC.,
a Utah corporation
                                                /s/Frederick W. Volcansek, Sr.
                                                   Frederick W. Volcansek, Sr.

By:    /s/Paul A. Boyer                   
       Paul A. Boyer
       Its:  Chief Financial Officer