THE SECURITIES  THAT ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN  REGISTERED
UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR  UNDER  THE
SECURITIES  LAWS OF ANY  STATE,  AND WILL BE  OFFERED  AND SOLD IN  RELIANCE  ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE LAW BY VIRTUE
OF  THE  COMPANY'S  INTENDED  COMPLIANCE  WITH  SECTION  4(2)  OF THE  ACT,  THE
PROVISIONS OF REGULATION D PROMULGATED THEREUNDER, AND PARALLEL EXEMPTIONS UNDER
STATE  LAW.  THE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY ANY
REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                            STOCK PURCHASE AGREEMENT

Dynatec International, Inc.
Attn. Frederick W. Volcansek, Sr.
3820 West Great Lakes Drive
Salt Lake City, Utah 84120

Dear Sirs:

         The undersigned  hereby agree to purchase shares of the common stock of
Dynatec  International,  Inc., a Utah corporation  ("Dynatec" or the "Company"),
according to the terms and conditions set forth in this Stock Purchase Agreement
(the "Agreement").

         1.  Purchase  of Shares.  Subject to the terms and  conditions  of this
Agreement,  the undersigned hereby agree to acquire from the Company that number
of  shares  of the  Company's  common  stock,  par  value  $.01 per  share  (the
"Shares"),  equal to ONE MILLION SIX HUNDRED  THOUSAND  DOLLARS (US  $1,600,000)
(the "Purchase Price") divided by the greater of (i) $1.00 per share or (ii) One
Hundred Percent (100%) of the average of the closing bid prices of the Company's
common  stock as quoted by the Nasdaq Stock Market for the five (5) trading days
immediately  preceding  the date the  undersigned  pays all or a portion  of the
Purchase Price payable by it, him or her. The undersigned agree to purchase that
number of Shares,  and pay that amount of the  Purchase  Price,  as shall be set
forth in Schedule "A", which is attached to and incorporated into this Agreement
by this reference.

         2.  Closing;  Issuance of Shares.  The closing (the  "Closing")  of the
purchase and sale of the Shares as described in this Agreement  shall occur upon
receipt by the Company of the Purchase  Price,  which  closing shall occur on or
before 5:00 p.m.,  M.S.T. on February 11, 2000 or such later date as the parties
may agree (the "Closing Date"). The Company shall cause its stock transfer agent
to issue  certificates  representing  the Shares as soon as  possible  after the
Closing Date,  but in all events within five (5) business days after the Closing
Date. Payment of the Purchase Price to the Company on or before the Closing Date
shall be  accomplished  by wire  transfer of the Purchase  Price to the Company,
according  to  wire  transfer   instructions  that  shall  be  provided  to  the
undersigned on or before the Closing Date.

                                        1


<PAGE>



         3.  Representations and Warranties of the Company.  The Company
             represents and warrants to each of the undersigned as follows:

             a.  Organization   and   Qualification.   The  Company  is  a
         corporation,  duly incorporated,  validly existing and in good standing
         under  the  laws of the  jurisdiction  of its  incorporation,  with the
         requisite  corporate  power and authority to own and use its properties
         and assets and to carry on its  business as  currently  conducted.  The
         Company has no subsidiaries other than those set forth on Schedule 3(a)
         attached hereto  (collectively  the  "Subsidiaries"  and individually a
         "Subsidiary").   Each  of  the  Subsidiaries  is  a  corporation,  duly
         incorporated  validly  existing and in good standing  under the laws of
         the  jurisdiction of its  incorporation,  with the requisite  corporate
         power and  authority  to own and use its  properties  and assets and to
         carry on its business as currently  conducted.  Each of the Company and
         the  Subsidiaries  is  duly  qualified  to do  business  and is in good
         standing as a foreign  corporation  in each  jurisdiction  in which the
         nature of the  business  conducted  or property  owned by it makes such
         qualification necessary, except where the failure to be so qualified or
         in good standing,  as the case may be, does not, individually or in the
         aggregate,  (x) adversely affect the legality or validity of the Shares
         or this Agreement,  or (y) have or result in a material  adverse effect
         on  the  results  of  operations,   assets,   prospects,  or  condition
         (financial or otherwise) of the Company and the Subsidiaries,  taken as
         a whole (either of (x) or (y) a "Material Adverse Effect").

             b.  Authorization;  Enforcement.  The  Company  has  the  requisite
         corporate  power and  authority  to enter  into and to  consummate  the
         transactions contemplated by this Agreement, and otherwise to carry out
         its obligations hereunder. The execution and delivery of this Agreement
         by  the  Company  and  the  consummation  by  it  of  the  transactions
         contemplated  hereby have been duly authorized by all necessary  action
         on the part of the  Company  and no further  action is  required by the
         Company. This Agreement has been duly executed by the Company and, when
         delivered in accordance  with the terms  hereof,  will  constitute  the
         legal, valid and binding obligation of the Company  enforceable against
         the Company in accordance with its terms, except as such enforceability
         may be limited by applicable  bankruptcy,  insolvency,  reorganization,
         moratorium,  liquidation  or  similar  laws  relating  to or  affecting
         generally the enforcement of creditors' rights and remedies or by other
         equitable  principles of general  application.  Neither the Company nor
         any Subsidiary is in material violation of any of the provisions of its
         respective   articles  of   incorporation,   bylaws  or  other  charter
         documents.

             c.  Capitalization.  The  number  of  authorized,  issued  and
         outstanding  shares of  capital  stock of the  Company  is set forth in
         Schedule 3(c) attached  hereto.  No shares of common stock are entitled
         to  preemptive  or similar  rights,  nor is any holder of common  stock
         entitled to preemptive or similar  rights  arising out of any agreement
         or understanding  with the Company by virtue of this Agreement.  Except
         as  disclosed  in  Schedule  3(c),  there are no  outstanding  options,
         warrants,  script rights to subscribe to, calls or  commitments  of any
         character  whatsoever  relating  to,  or,  except  as a  result  of the
         purchase and sale of the Shares, rights or obligations convertible into
         or  exchangeable  for,  or giving any  Person,  as that term is defined
         below, any right to subscribe for or acquire any common shares, or

                                        2


<PAGE>



         contracts,  commitments,  understandings,  or arrangements by which the
         Company or any  Subsidiary  is or may become bound to issue  additional
         common shares, or securities or rights convertible or exchangeable into
         common   shares.   "Person"   means  an  individual   or   corporation,
         partnership,  trust, incorporated or unincorporated association,  joint
         venture, limited liability company, joint stock company, government (or
         an agency or  subdivision  thereof)  or other  entity of any kind.  The
         amount of the Company's authorized but previously unissued common stock
         is sufficient to allow for the issuance by the Company of the Shares.

             d.  Issuance  of  the  Shares.  The  Shares  are  duly  authorized,
         and,  when  issued and paid for in  accordance  with the terms  hereof,
         shall have been validly issued, fully paid and nonassessable,  free and
         clear of all liens,  encumbrances  and  rights of first  refusal of any
         kind (collectively, "Liens").

             e.  No Conflicts.  The execution,  delivery and  performance of
         this  Agreement by the Company and the  consummation  by the Company of
         the transactions  contemplated  hereby do not and will not (i) conflict
         with or violate any provision of its Articles of Incorporation, By-laws
         or other charter  documents  (each as amended through the date hereof),
         (ii) subject to obtaining the Required  Approvals  (as defined  below),
         conflict  with,  or constitute a default (or an event which with notice
         or lapse of time or both  would  become a  default)  under,  or give to
         others  any  rights  of   termination,   amendment,   acceleration   or
         cancellation  (with or without  notice,  lapse of time or both) of, any
         agreement,  credit  facility,  indenture or  instrument  (evidencing  a
         Company debt or otherwise) to which the Company or any  Subsidiary is a
         party  or by  which  any  property  or  asset  of  the  Company  or any
         Subsidiary is bound or affected,  or (iii) result in a violation of any
         law, rule,  regulation,  order, judgment,  injunction,  decree or other
         restriction of any court or governmental authority to which the Company
         is  subject   (including   federal  and  state   securities   laws  and
         regulations), or by which any property or asset of the Company is bound
         or  affected,  except  in the case of each of  clauses  (ii) and  (iii)
         above, as does not, individually or in the aggregate, have or result in
         a Material Adverse Effect,  provided,  that in the case of clauses (ii)
         and (iii) above, the Company makes no  representation or warranty about
         the extent to which the  transactions  contemplated  by this  Agreement
         will comply with the rules and  regulations of the principal  market or
         exchange on which its common stock is listed or traded.

             f.  Consents  and  Approvals.  Except  as  is  set  forth  in  the
         Disclosure Materials, as hereafter defined, neither the Company nor any
         Subsidiary is required to obtain any consent, waiver,  authorization or
         order of, give any notice to, or make any filing or registration  with,
         any  court  or  other  federal,  state,  local  or  other  governmental
         authority or other Person in connection  with the  execution,  delivery
         and  performance  by the Company of this  Agreement,  other than (i) an
         application to the Nasdaq Stock Market for the listing therewith of the
         Shares,  (ii)  the  filing  of a Form D with the  U.S.  Securities  and
         Exchange  Commission,  (iii) applicable  state "Blue Sky" filings,  and
         (iv) in all other  cases  where the  failure  to obtain  such  consent,
         waiver,  authorization  or order,  or to give such  notice or make such
         filing or registration could not have or result in,  individually or in
         the  aggregate,  a Material  Adverse  Effect  (the  consents,  waivers,
         authorizations, orders, notices and filings

                                        3


<PAGE>



         referred to in clauses  (i)-(iv) of this Section 3(f)and  identified in
         the Disclosure Materials, collectively, the "Required Approvals").

             g.  Litigation;  Proceedings.  Except  as  specifically  disclosed
         in the  Disclosure  Materials  (as  hereinafter  defined),  there is no
         action, suit, written notice of violation,  proceeding or investigation
         pending or, to the  knowledge  of the  Company,  threatened  against or
         affecting  the  Company  or  any of its  Subsidiaries  or any of  their
         respective   properties  before  or  by  any  court,   governmental  or
         administrative agency or regulatory authority (federal,  state, county,
         local or  foreign)  which  (i)  adversely  affects  or  challenges  the
         legality, validity or enforceability of this Agreement or the Shares or
         (ii)  could,  individually  or in the  aggregate,  have or  result in a
         Material Adverse Effect.

             h.  Private   Offering.   Assuming   the   accuracy   of  the
         representations  and warranties of each of the undersigned set forth in
         Section  4,  the  offer,  issuance  and  sale  of  the  Shares  to  the
         undersigned  as  contemplated  hereby are exempt from the  registration
         requirements of the Securities Act of 1933, as amended (the "Securities
         Act").  Neither  the  Company  nor any Person  acting on its behalf has
         taken any action that could subject the  offering,  issuance or sale of
         the Shares to the registration requirements of the Securities Act.

             i.  SEC Reports.  The  Company  has  filed  all reports required to
         be filed by it under the  Securities  Exchange Act of 1934,  as amended
         (the  "Exchange  Act"),  including  pursuant to Section  13(a) or 15(d)
         thereof,  for the one year  preceding  the date hereof (or such shorter
         period as the Company was required by law to file such  material)  (the
         foregoing  materials being collectively  referred to herein as the "SEC
         Reports" and,  together with the Schedules or other written  disclosure
         provided  by the Company to the  undersigned  in  connection  with this
         Agreement the "Disclosure Materials") on a timely basis or has received
         a valid  extension  of such time of  filing  and has filed any such SEC
         Reports prior to the expiration of any such extension. To the Company's
         knowledge,  as of their  respective  dates, the SEC Reports complied in
         all material  respects with the  requirements of the Securities Act and
         the Exchange Act and, the rules and regulations promulgated thereunder.

             j.  Patents  and  Trademarks.  The  Company  has, or  has rights to
         use,   all  patents,   patent   applications,   trademarks,   trademark
         applications,  service  marks,  trade names,  copyrights,  licenses and
         rights  (collectively,  the  "Intellectual  Property  Rights") that are
         necessary  for  use  in  connection  with  its  business  as  currently
         conducted,  or which the failure to have would have a Material  Adverse
         Effect.  To the best  knowledge of the Company,  all such  Intellectual
         Property Rights are  enforceable and there is no existing  infringement
         by another Person of any of the Intellectual Property Rights. Except to
         the extent described in the Disclosure Materials,  no action for patent
         infringement  is pending or  threatened  against the Company in writing
         and, to the Company's  knowledge,  the Company is not infringing on any
         patent or other intellectual property rights of any third party.

             k.  Regulatory Permits. The Company and its Subsidiaries possess
         all certificates, authorizations and permits issued by the appropriate
         federal, state or foreign regulatory authorities necessary to conduct
         their respective businesses as described in the SEC Reports, except


                                        4


<PAGE>



         where the failure to possess such permits could not, individually or in
         the  aggregate,  have or result in a Material Adverse Effect ("Material
         Permits"), and neither the Company nor any such Subsidiary has received
         any  written  notice  of  proceedings  relating  to  the  revocation or
         modification of any Material Permit.

         4.  Representations and Warranties of Undersigned.  To induce the
Company's  acceptance  of  this Agreement, the undersigned each hereby severally
and  not jointly  represent  and  warrant  to  the  Company  and its agents and
attorneys as follows:

             a.  Organization;  Authority.  The  undersigned,  if  not a natural
         person, is duly organized,  validly existing and in good standing under
         the laws of the  jurisdiction of its  organization,  with the requisite
         corporate  or other  entity  power and  authority  to enter into and to
         consummate  the   transactions   contemplated  by  this  Agreement  and
         otherwise to carry out its obligations thereunder.  The purchase by the
         undersigned  of the Shares  hereunder  has been duly  authorized by all
         necessary  action on the part of the  undersigned.  This  Agreement has
         been duly executed and delivered by the undersigned and constitutes the
         valid and legally binding  obligation of the  undersigned,  enforceable
         against it in accordance with its terms,  except as such enforceability
         may be limited by applicable  bankruptcy,  insolvency,  reorganization,
         moratorium,  liquidation  or  similar  laws  relating  to or  affecting
         generally the enforcement of creditors' rights and remedies or by other
         equitable principles of general application.

             b.  Accredited Status.  The undersigned is an "accredited investor"
         within  the  meaning  of  Section  501(a)  of  Regulation  D under the
         Securities Act.

             c.  Investment  Intent. The  undersigned  is  acquiring  the Shares
         for its own account for investment purposes only and not with a view to
         or for  distributing  or  reselling  the Shares or any part  thereof or
         interest  therein,  without  prejudice,  however,  to the undersigned's
         right,  subject to the  provisions of this  Agreement,  at all times to
         sell or otherwise  dispose of all or any part of the Shares pursuant to
         an effective  registration  statement  under the  Securities Act and in
         compliance  with  all  applicable  state  securities  laws or  under an
         exemption from such registration requirements.

             d.  Access  to Information.   The  undersigned   acknowledges  that
         it,  he or she has  been  afforded  (i)  the  opportunity  to ask  such
         questions  as it, he or she has  deemed  necessary  of,  and to receive
         answers from,  representatives  of the Company concerning the terms and
         conditions  of the  offering  of the Shares and the merits and risks of
         investing in the Shares;  (ii) access to information  about the Company
         and the Company's financial condition, results of operations, business,
         properties,  management  and  prospects  sufficient  to  enable  it  to
         evaluate  its,  his or her  investment;  and (iii) the  opportunity  to
         obtain such additional  information  which the Company possesses or can
         acquire  without  unreasonable  effort or expense  that is necessary to
         make an informed investment decision with respect to the investment and
         to verify the accuracy and completeness of the information contained in
         the Disclosure Materials. The undersigned further acknowledges that it,
         he or she  understands  that the  Company is  subject  to the  periodic
         reporting requirements of the Exchange Act, and the  undersigned  has

                                        5


<PAGE>



         reviewed or received copies of any such reports that have been
         requested  by it,  her or him.  Without  limiting the generality of the
         foregoing,  the undersigned represents that it, he or she has read the
         Company's  Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 1998, and the Company's  Quarterly Reports on Form 10- QSB
         for the periods  ended March 31, June 30 and September 30, 1999.

             e.  Liquidity.  The  undersigned  presently  has  sufficient liquid
         assets to pay the  Purchase  Price to be paid by it. The  undersigned's
         overall  commitments to investments that are not readily  marketable is
         not   disproportionate   to  the   undersigned's  net  worth,  and  the
         undersigned's  investment  in the Company  will not cause such  overall
         commitment to become  excessive.  The undersigned has adequate means of
         providing for its current needs and  contingencies  and has no need for
         liquidity  in the  undersigned's  investment  in the  Company  or for a
         source of income  from the  Company.  The  undersigned  is  capable  of
         bearing the economic risk and the burden of this investment, including,
         but not limited to, the  possibility  of the complete loss of the value
         of the Shares and the limited  transferability of the Shares, which may
         make the liquidation of the Shares impossible in the near future.

             f.  Sole  Party in  Interest.  The  undersigned  represents that it
         is the sole and true party in interest  with respect to that portion of
         the Shares to be acquired  by it, and no other  person has or will have
         upon the issuance of the Shares any  beneficial  ownership  interest in
         the Shares or any portion of the Shares, whether direct or indirect.

             g.  Knowledge  and  Experience.   The   undersigned,   or  its
         management or agent,  as the case may be, is  experienced in evaluating
         and making speculative investments, and has the capacity to protect the
         undersigned's  interests  in  connection  with the  acquisition  of the
         Shares.  The  undersigned,  or its management,  as the case may be, has
         such knowledge and experience in financial and business matters that it
         is capable  of  evaluating  the  merits and risks of the  undersigned's
         investment in the Company.  The  undersigned  has been informed that an
         investment  in the Shares is  speculative  and has  concluded  that its
         proposed  investment is appropriate in light of its overall  investment
         objectives and financial situation.

             h.  Exclusive  Reliance  on  this  Agreement.  In  making  the
         decision to purchase the Shares, the undersigned has relied exclusively
         upon  information  included  in this  Agreement  or  other  information
         contained  in  the  Company's  publicly  available  reports  and  other
         materials   that   have  been   provided   to  the   undersigned,   and
         investigations  made by the undersigned or the  undersigned's  managers
         and  agents,  and  not  on  any  other  representations,   promises  or
         information, whether written or verbal, by any person.

             i.  Advice  of  Counsel.  The  undersigned  understands  the  terms
         and conditions of this Agreement,  has  investigated  all issues to the
         undersigned's   satisfaction,   has   consulted   with   such   of  the
         undersigned's  own legal counsel or other  advisors as the  undersigned
         deems necessary,  and is not relying, and has not relied on the Company
         for an  explanation of the terms or conditions of this  Agreement.  The
         undersigned  further  acknowledges,  understands  and agrees  that,  in
         arranging for the  preparation of this  Agreement,  the Company has not
         attempted  to  procure  legal   representation  for  the  undersigned's
         interests.

                                        6


<PAGE>



             j.  No  Conflict   With  Other   Instruments,   Agreements  or
         Obligations.  The undersigned's  purchase of the Shares will not result
         in the  breach  of any term or  provision  of,  constitute  an event of
         default  under,  or require the consent or approval of any  third-party
         pursuant to any contract, agreement, instrument,  relationship or legal
         obligation to which the  undersigned  is subject or to which any of its
         properties, operations or management are subject.

             k.  No  Brokers or  Finders. The  undersigned  agrees that no third
         person has in any way brought the parties together or been instrumental
         in the negotiation,  execution, or consummation of this Agreement.  The
         undersigned   agrees  to  indemnify   the  Company  and  its  officers,
         employees, agents and representatives from and against any claim by any
         third person for any commission,  brokerage fee,  finders fee, or other
         payment with respect to this Agreement or the transactions contemplated
         hereby based upon any alleged  agreement or understanding  between such
         party and such third person, whether expressed or implied, arising from
         the actions of such party. The covenants set forth in this section 3(n)
         shall survive the Closing Date and the consummation of the transactions
         contemplated by this Agreement.

             l.  Source of Purchase Price.  The undersigned represents that no
         portion of the Purchase Price was obtained by a loan from any third
         party.

             m.  Manner of Sale.  At no time was the undersigned presented with
         or solicited by or through any leaflet, public promotional meeting,
         television advertisement or any other form of general solicitation or
         advertising.

             n.  Restricted   Shares.   The  undersigned   understands  and
         acknowledges that the Shares have not been registered under the Act, or
         any state  securities laws, and will be issued in reliance upon certain
         exemptions from the  registration  requirements of those laws, and thus
         cannot be resold unless they are registered under the Act or unless the
         Company has first received an opinion of competent  securities  counsel
         that an exemption from registration is available for such resale.  With
         regard to the restrictions on resales of the Shares, the undersigned is
         aware  (i) of the  limitations  and  applicability  of  Securities  and
         Exchange  Commission  Rule 144;  (ii) that the Company  will issue stop
         transfer orders to its stock transfer agent in the event of attempts to
         improperly  transfer the Shares;  and (iii) that a  restrictive  legend
         will be placed  on the  certificates  representing  the  Shares,  which
         legend will read substantially as follows:

                  THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  BEEN
                  ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE  REGISTRATION
                  OR QUALIFICATION  PROVISIONS OF THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "ACT"),  AND STATE  SECURITIES LAWS AND THEREFORE
                  HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES
                  LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED,  SOLD,
                  TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT COMPLIANCE WITH

                                        7


<PAGE>



                  THE REGISTRATION OR  QUALIFICATION  PROVISIONS OF  THE  ACT OR
                  APPLICABLE  STATE  LAWS,  OR  PURSUANT  TO AN AVAILABLE
                  EXEMPTION  FROM  SUCH  REGISTRATION REQUIREMENTS. FURTHERMORE,
                  THE  COMPANY  WILL  INSTRUCT  ITS STOCK  TRANSFER AGENT NOT TO
                  RECOGNIZE  ANY SALE OF THESE SECURITIES UNLESS THE COMPANY HAS
                  FIRST  RECEIVED  AN  OPINION OF  COUNSEL, SATISFACTORY  TO THE
                  COMPANY  AND  ITS  SECURITIES  COUNSEL,  THAT  AN  EXEMPTION
                  FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

             o.  Reliance. The undersigned understands and acknowledges that (i)
         the Shares  are  being  offered  and  sold  to  it,  him or her without
         registration  under  the  Securities Act in a private placement that is
         exempt from  the  registration  provisions of the  Securities  Act  and
         (ii) the  availability  of  such  exemption depends in part on, and the
         Company  will  rely  upon  the  accuracy  and  truthfulness  of,  the
         representations  in  this  Section  4,  and  the  undesigned  hereby
         acknowledges  and  consents  to  such reliance.

             p.  No  Group.  The  undersigned  presently  have  no  agreement,
         understanding  or  arrangement  to act  together  for  the  purpose  of
         acquiring,  holding or voting the  Shares or any other  voting  capital
         stock of the  Company,  or any  other  relationship,  understanding  or
         agreement  that would make them a "group" for purposes of Rule 13d-5(b)
         under the  Exchange  Act, and the  undersigned  will not enter into any
         such  agreement  or  arrangement  in  writing  or  otherwise  after the
         Closing.

             q.  Residency.  The undersigned, if an entity, represents that its
         jurisdiction of incorporation is as indicated on Schedule A hereto,
         and, if a natural person, represents that its state or country of
         residences is as indicated on Schedule A hereto.

             r.  Accuracy  of   Representations   and   Information.   All
         representations  made by the  undersigned  in this  Agreement,  and all
         information provided by the undersigned to the Company or its agents or
         representatives  concerning the  undersigned is correct and complete as
         of the date hereof. If there is any material change in such information
         before the actual issuance of the Shares,  the undersigned  immediately
         will provide such information in writing to the Company.

         5.  Management Proxy.The parties acknowledge and agree that they intend
that this Agreement  shall not result in a change of control with respect to the
ownership of voting control of the Company.  In furtherance of such intent,  the
parties agree that, to the extent any of the undersigned  agree and are entitled
to obtain under this Agreement (i) in excess of 19.9% of the common stock of the
Company issued and outstanding immediately before the Closing Date, or (ii) that
number of Shares which,  when aggregated with any shares of the Company's common
stock owned by such undersigned party immediately before the Closing Date, would
cause such  undersigned  party to own in excess of 19.9% of the common  stock of
the Company issued and  outstanding  immediately  before the Closing Date,  such
undersigned party hereby grants an irrevocable proxy to the Company's Chief

                                        8


<PAGE>



Executive Officer to vote any shares of such  undersigned  party in excess of
the 19.9% limits  specified in clauses (i) and (ii)  above,  which  proxy  shall
be  executed by such officer  in  direct proportion  to the voting of all of the
shares of the  Company's  common  stock voted by the Company's  shareholders  on
any matter being submitted for the vote of the Company's shareholders. The proxy
granted by this Section 5 shall expire automatically  at the  earlier  of  the
following:  (x)  such  time  any of the undersigned  who are deemed to grant a
proxy pursuant to this Section 5, or its, his or her successor,  shall
beneficially  own less than 19.9% of the Company's common  stock;  or (y) such
time as the Company's  shareholders  at an annual or special  meeting  of
shareholders,  shall  vote  to  approve  the  transactions contemplated by this
Agreement.

         6.  Indemnification.

             a.  Indemnification  By  the  Company.  The  Company  agrees  to
         indemnify  each of the  undersigned  and hold  each of the  undersigned
         harmless  from  and  against  any and all  liability,  damage,  cost or
         expense,  including reasonable  attorneys' fees, incurred on account or
         arising  out  of:  (i)  any  inaccuracy  in  the   representations  and
         warranties of the Company set forth herein;  and (ii) any action,  suit
         or  proceeding  based upon (A) the claim that said  representations  or
         warranties  were  inaccurate  or  misleading  or  otherwise  cause  for
         obtaining  damages  or  redress  from  the  undersigned;   or  (B)  the
         disposition of the Shares or any portion thereof.

             b.  Indemnification   By   the  Undersigned.   The   undersigned
         severally  and not jointly  agree to indemnify the Company and hold the
         Company harmless from and against any and all liability,  damage,  cost
         or expense,  including reasonable  attorneys' fees, incurred on account
         or  arising  out of:  (i) any  inaccuracy  in the  representations  and
         warranties of the undersigned set forth herein; (ii) the disposition of
         the Shares, or any portion thereof, by the undersigned  contrary to the
         representations and warranties set forth herein and any restrictions on
         transfer that may be noted on the certificates representing the Shares;
         and (iii) any action,  suit or proceeding based upon (A) the claim that
         said  representations  or warranties  were  inaccurate or misleading or
         otherwise cause for obtaining  damages or redress from the Company;  or
         (B) the disposition of the Shares or any portion thereof.

         7.  Use of  Proceeds.  The Company  intends to use the  proceeds of the
Purchase  Price  received  from  the   undersigned  as  follows.   Approximately
$1,500,000 will be used to retire the Company's  obligations under a Convertible
Debenture and Private Equity Line of Credit  Agreement  dated as of May 22, 1998
by and among  the  Company,  five  separate  investors  and a  placement  agent,
pursuant to which the Company issued a total of $1,500,000  principal  amount of
the Company's convertible debentures.  Additionally,  the Company intends to use
the  remaining  $100,000  of such  proceeds  for  operating  capital and for the
payment of trade payables and selling, general and administrative expenses.

         8.  Alternative Structure as Convertible Debt.  If, and only if, the
Nasdaq Stock Market shall for any reason determine that approval of the
Company's shareholders shall be required as a precondition to the consummation
of the transactions contemplated by this Agreement in order to preserve the
listing of the Company's common stock on the Nasdaq Stock Market, the

                                        9


<PAGE>



undersigned agree that the Company shall proceed as follows:  (i) the Company
shall issue to the undersigned, pro rata, as many shares of common stock as
shall be allowed by the Nasdaq  Stock  Market and shall  receive  therefor a pro
rata portion of the Purchase Price anticipated by this Agreement; and (ii) the
Company shall receive any additional portion of the total Purchase Price
anticipated by this Agreement as an unsecured loan ("Provisional Loans") from
the undersigned in the amount of Purchase  Price  received from each of the
undersigned as indicated in Schedule "A" and for which  the undersigned will not
receive  shares of the  Company's common stock. The Provisional Loans shall bear
simple  interest at the lowest applicable  federal rate of imputed  interest as
determined by reference to the Internal Revenue Code of 1986, as amended, which
interest shall be calculated by reference to a 360-day year.  Interest on the
Provisional Loans shall be payable only  in  cash.  The  principal  amount  of
the  Provisional   Loans  shall  be automatically  converted  into the  number
of shares of common  stock  otherwise issuable  (but not yet issued)  under this
Agreement  upon the  approval by the Company's shareholders of the transactions
contemplated by this Agreement.  The Company  agrees,  if  Provisional  Loans
are made pursuant to this Section 8, to seek the approval of its shareholders on
the  transactions  contemplated by this Agreement  at the earliest  practical
opportunity.  In the event the  Company's shareholders  shall  refuse to approve
the  transactions  contemplated  by this Agreement, the Provisional Loans shall
become immediately due and payable at any time after the annual or special
meeting of the Company's  shareholders at which such shareholders refuse to
approve such transactions.

         9.  Miscellaneous Provisions.

             a.  Attorneys' Fees.  In the event of a default in the performance
         of this Agreement, the defaulting party or parties, in addition to all
         other obligations of performance hereunder, shall pay reasonable
         attorneys' fees and costs incurred by the non-defaulting party or
         parties to enforce performance of this Agreement.

             b.  Choice  of  Law.  This  Agreement  shall  be  governed  by  and
         construed in accordance  with the laws of the State of Utah,  without
         regard to choice of law rules. Each of the parties consents to the
         exclusive  jurisdiction and venue of the U.S.  District  Court  sitting
         in the  District  of Utah or the state courts of the State of Utah
         located in Salt Lake City,  Salt Lake County, Utah, in  connection with
         any dispute  arising under this  Agreement and hereby waives,  to the
         maximum  extent  permitted by law, any  objection  including any
         objection based on forum non conveniens,  to the bringing of any such
         proceeding in such jurisdictions.

             c.  Counterparts.  This Agreement may be executed in one or more
         counterparts, which when signed shall constitute a single contract.

             d.  Entire Agreement.  This Agreement contains the entire agreement
         between the parties relating to the purchase of the Shares, and may be
         amended only by a written document signed by all of the parties hereto.

             e.  Headings.  The headings of the sections and paragraphs of this
         Agreement have been inserted for convenience of reference only and do
         not constitute a part of this Agreement.


                                       10


<PAGE>



             f.  Severability.  Should any one or more of the provisions of this
         Agreement be determined to be illegal or unenforceable, all other
         provisions of this Agreement shall be given effect separately from the
         provision or provisions determined to be illegal or unenforceable and
         shall not be affected thereby.

             g.  Successors and Assigns.  This  Agreement  shall be binding
         upon and inure to the benefit of the undersigned and  undersigned's
         successors, but shall not be assignable by the undersigned without the
         prior written consent of the Company. The undersigned's subscription
         shall inure to the benefit of the Company,  and upon its  acceptance
         by the  Company,  shall be binding  upon the Company and its successors
         and assigns.

             h.  Warranties Survive Closing.  All warranties, representations,
         indemnities and agreements hereunder shall survive the date of this
         Agreement and the offering of the Shares by the Company.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                      [SIGNATURE PAGE FOLLOWS IMMEDIATELY]


                                       11


<PAGE>



         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
February 11, 2000.

ARAGON AGENTS LIMITED                    TERRANO INVESTMENTS LIMITED

By:  /s/ Illegible                       By:  /s/  Illegible
   ------------------------------------     -----------------------------------
Its:  Principal                          Its:  Director
    -----------------------------------      ----------------------------------


CYBERWORLD LIMITED                       GOLD DRAGON INDUSTRIES LIMITED

By:  /s/ Illegible                       By:  /s/ Illegible
   ------------------------------------     -----------------------------------
Its:   Sole Director                     Its:  Director
    -----------------------------------      ----------------------------------

  /s/ Raymond Haskins                      /s/ Andrew Fletcher
---------------------------------------  --------------------------------------
 RAYMOND HASKINS                          ANDREW FLETCHER

  /s/ Maria Lorna Navarro
---------------------------------------
MARIA LORNA NAVARRO



DYNATEC INTERNATIONAL, INC.

By:  /s/ Frederick W. Volcansek, Sr.
   ------------------------------------
         Frederick W. Volcansek, Sr.
         Chairman and Chief Executive Officer

                                       12


<PAGE>



                                                    Schedule A

<TABLE>
<CAPTION>
<S>                                                <C>              <C>            <C>                  <C>
                                                                    Per Share                                Total
                                                   Funding          Purchase                           Purchase Price
   Name and Address of Investor                     Date             Price         No. of Shares            Paid

ARAGON AGENTS LIMITED                                1/20/00        $1.0188               19,265        $   19,626.91
17th Floor 53-55 Lockhart Road                        2/9/00        $1.3156               74,591            98,134.54
Wanchai                                              2/10/00        $1.3250              111,096           147,201.82
Hong Kong                                            2/11/00        $1.4000               35,048            49,067.27
                                                                                 ---------------     ----------------
                                                                                         240,000        $  314,030.54
TERRANO INVESTMENTS LIMITED                          1/20/00        $1.0188               16,055           $16,355.76
12th Floor                                            2/9/00        $1.3156               62,159            81,778.79
152 Queens Road                                      2/10/00        $1.3250               92,580           122,668.18
Central                                              2/11/00        $1.4000               29,207            40,889.39
                                                                                 ---------------     ----------------
Hong Kong                                                                                200,000        $  261,692.12

CYBERWORLD LIMITED                                   1/20/00        $1.0188               19,265        $   19,626.91
3rd Floor, 121 Min Sheng E. Road                      2/9/00        $1.3156               74,591            98,134.54
Section 3, Taiwan                                    2/10/00        $1.3250              111,096           147,201.82
TAIPEI                                               2/11/00        $1.4000               35,048            49,067.27
                                                                                 ---------------     ----------------
                                                                                         240,000        $  314,030.54
Gold Dragon Industries Limited                       1/20/00        $1.0188               19,265        $   19,626.91
80 Raffles Place                                      2/9/00        $1.3156               74,591            98,134.54
#16-20 UOB Plaza 2                                   2/10/00        $1.3250              111,096           147,201.82
048624  SINGAPORE                                    2/11/00        $1.4000               35,048            49,067.27
                                                                                 ---------------     ----------------
                                                                                         240,000        $  314,030.54
Raymond Haskins                                      1/20/00        $1.0188                8,027        $    8,177.88
Apartment 2, 6th Floor                                2/9/00        $1.3156               31,079            40,889.39
177 Ho Ping East Road                                2/10/00        $1.3250               46,290            61,334.09
Taipei, TAIWAN                                       2/11/00        $1.4000               14,603            20,444.70
                                                                                 ---------------     ----------------
                                                                                         100,000        $  130,846.06
Andrew Fletcher                                      1/20/00        $1.0188                8,027        $    8,177.88
Apartment 1205                                        2/9/00        $1.3156               31,079            40,889.39
Peria Mansion                                        2/10/00        $1.3250               46,290            61,334.09
Carlos Palanca                                       2/11/00        $1.4000               14,603            20,444.70
                                                                                 ---------------     ----------------
Makati Metro Manilla                                                                     100,000        $  130,846.06
PHILIPPINES

Maria Lorna Navarro                                  1/20/00        $1.0188                8,253        $    8,407.76
72-19 Dembrobium Street                               2/9/00        $1.3156               31,953            42,038.79
Timog Park                                           2/10/00        $1.3250               47,591            63,058.19
Pampanga                                             2/11/00        $1.4000               15,014            21,019.40
                                                                                 ---------------     ----------------
PHILIPPINES                                                                              102,811        $  134,524.14
</TABLE>



                                       13


<PAGE>



                                  Schedule 3(a)

                   Subsidiaries of Dynatec International, Inc.

Nordic Technologies, Inc., a Utah corporation

Softalk, Inc., a Utah corporation

Softalk Communications, Inc., a Utah corporation

Arnco Marketing, Ltd., a California corporation

                                       14


<PAGE>



                                  Schedule 3(b)

                                 Capitalization



Shares outstanding as of 2/11/00                             3,721,418

Adjustments:
Convertible debenture shares                         94,500
Private placement shares                          1,222,811
                                               ------------
                                                  1,317,311

Total shares outstanding after adjustments                   5,038,729

Options:
1996 Fixd Options @$2.50                             77,000
1996 Variable Options @$2.00                        180,000
1996 Fixed Options @$1.46                           516,750
                                               ------------
                                                    773,750

Total potential shares outstanding                           5,812,479


                                       15