[GRAPHIC OMITTED]

                    COMMERCIAL - INDUSTRIAL - INVESTMENT
                          REAL ESTATE PURCHASE CONTRACT


This is a legally binding Contract. It has been prepared for the use of COLLIERS
CRG in transactions involving agents' clients or customers. As such the Contract
is intended to represent a reasonable  effort to balance the  interests of Buyer
and Seller.  Nonetheless,  the Buyer and the Seller may legally agree in writing
to alter or delete  provisions of this form.  Seek legal or tax advice from your
attorney or tax advisor before entering into a binding contract.


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                            EARNEST MONEY RECEIPT


The Buyer Darwin  Datwyler  offers to purchase the Property  described below and
delivers  as  Earnest  Money  Deposit  $  5,000.00  in the form of a check to be
deposited  within three business days after Acceptance of this offer to purchase
by all parties to: |_| the Brokerage  |X| the  Title/Escrow  Company  identified
below.

Brokerage or Title/Escrow Company: First American Title Company,
Attn: Branden Faber
Address _2825 East Cottonwood Parkway,
Suite 400, Salt Lake, UT   84121

Received by                     on             (date) Phone Number
           ---------------------  -------------                   --------------
(if Title/Escrow Company) for deposit no later than (date)   3 days following
full execution hereto.
                      ----------------------------------------------
| |
   -----------------------------------------------------------------------------


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                               OFFER TO PURCHASE

1.  PROPERTY: Dynatech International Building 50,123
Address: 3820 West Great Lakes Dr.

City:    West Valley  County: Salt Lake   State:    UT

For legal description, see: | | attached Addendum #
                                                   ------------
                  |X| preliminary title report when available as provided below.

         1.1 Included Items. Unless excluded herein, this sale shall include all
fixtures  presently  attached to the Property.  The following  personal property
shall also be included in this sale and  conveyed  under  separate  Bill of Sale
with warranties as to title: All personal  property on site owned by Seller used
in conjunction with property operations and maintenance. .

         1.2  Excluded Items.  These items are excluded from this sale: None.
                                                                        --------

2.  PURCHASE  PRICE  AND  FINANCING.  Buyer  agrees to pay for the  Property  as
follows:

$ 5,000.00        Earnest Money Deposit

$                 Loan Proceeds:
 ---------------  | |Representing  the liability to be assumed by Buyer under an
                  existing assumable loan | | with | | without Seller being
                  released of  liability.  Any net  differences  between the
                  approximate balance  of the loan  shown  above and the  actual
                  balance at Closing shall be then adjusted in cash.

                  | |From new institutional financing on terms no less favorable
                  to the Buyer than the following: __________ (interest rate for
                  first  period  prior  to  adjustment,   if  any);   __________
                  (amortization  period);  __________ (term).  Other than these,
                  the loan terms shall be the best obtainable under the loan for
                  which the Buyer applies below.

                  | |From seller-held financing, as described in the attached
                  Seller Financing Addendum.

                  | |   Other
                             ---------------------------------------------------
$                 Other:
 ---------------         -------------------------------------------------------
$ 3,095,000.00    Balance of purchase price in cash at closing

$ 3,100,000.00    TOTAL PURCHASE PRICE

3. CLOSING.  This transaction  shall be closed the thirty first day from the end
of the Due diligence period as specified in 7.3a.  Closing shall occur when: (a)
Buyer and Seller have signed and delivered to each other (or to the escrow/title
company),  all documents  required by this Contract,  by the Lender,  by written
escrow  instructions  signed by the Buyer and the Seller, and by applicable law;
(b) the monies  required to be paid under these documents have been delivered to
the escrow/title  company in the form of collected or cleared funds; and (c) the
deed which the Seller has agreed to deliver under  Section 6 has been  recorded.
Seller and Buyer  shall each pay  one-half  of the escrow  Closing  fee,  unless
otherwise  agreed by the  parties  in  writing.  Taxes and  assessments  for the
current year,  rents, and interest on assumed  obligations  shall be prorated as
set forth in this Section.  All deposits on tenancies  shall be  transferred  to
Buyer at Closing.  Prorations  set forth in this Section shall be made as of |_|
date of Closing; |X| date of possession; | | other                          .
                                                   -------------------------

4. POSSESSION.  Seller shall deliver possession to Buyer within  five (5)  hours
after Closing.

<PAGE>


5.  CONFIRMATION  OF AGENCY  DISCLOSURE.  At the  signing of this  Contract  the
listing agent  Dell Nichols/ANA Development  represents |X| Seller | | Buyer,
and the selling agent Tom Kirk/ANA Development represents  | |Seller  |X| Buyer.
Buyer and Seller confirm that prior to signing this Contract written disclosure
of the agency relationship was provided  to him/her.
(   DRD    )  Buyer's initials       (          )  Seller's initials

6. TITLE TO  PROPERTY  AND TITLE  INSURANCE.  (a) Seller  has,  or shall have at
Closing,  fee title to the  Property and agrees to convey such title to Buyer by
|X|  general  | | special  warranty  deed,  free of  financial  encumbrances  as
warranted under Section 10.6; (b) Seller agrees to pay for, and furnish Buyer at
Closing with, a current  standard form owner's policy of title  insurance in the
amount of the TOTAL  PURCHASE  PRICE;  (c) the title policy  shall  conform with
Seller's  obligations  under  subsections (a) and (b). Unless  otherwise  agreed
under  subsection  8.4, the  commitment  shall conform with the title  insurance
commitment provided under Section 7.1.

         |X|  The Buyer may elect to obtain a full-coverage extended ALTA policy
              of title  insurance  under (b). The costs of this  coverage  above
              that of a standard owner's policy shall be paid for by the
              | | Buyer |X| Seller. Also the cost of a full-coverage ALTA survey
              shall be paid for by the | | Buyer |X| Seller. See also 7.3 (c).

7.  SPECIFIC UNDERTAKINGS OF SELLER AND BUYER.

         7.1  SELLER DISCLOSURES.  The Seller will deliver to the Buyer the
following Seller Disclosures no later than the number of calendar days indicated
below which shall be after Acceptance:

|X|  (a)  a Seller property condition disclosure for the Property,        (days)
     signed and dated by Seller:                                             10
|X|  (b)  a commitment for the policy of title insurance required
     under Section 6, to be issued by the title insurance company,
     including copies of all documents listed as Exceptions on
     the Commitment;                                                         10
| |  (c) a copy of all loan documents  relating to any loan now
     existing  which will encumber the Property  after Closing;
|X|  (d) a copy of all leases and  rental  agreements  now in effect
     with regard to the Property  together with a current rent roll;         10
|X|  (e) operating statements of the Property for its last 3 full
     fiscal years of operation plus the current fiscal year through
     June 30, certified by the Seller or by an independent auditor;          10
| |  (f)   tenant estoppel agreements.                        See 7.3 (b) below.
| |  (g)  a copy of the most recent survey of the Property which
     the Seller possesses, if any.

Seller  agrees  to pay any  charge  for  cancellation  of the  title  commitment
provided under subsection (b).

         If Seller  does not provide  any of the Seller  Disclosures  within the
time periods  agreed  above,  the Buyer may either waive the  particular  Seller
Disclosure  requirement  by taking no timely  action or the Buyer may notify the
Seller in writing  within  __30___  calendar  days after the  expiration  of the
particular  disclosure  time  period  that the Seller is in  Default  under this
Contract and that the remedies under Section 16 are at the Buyer's disposal. The
holder of the Earnest  Money  Deposit  shall,  upon receipt of a copy of Buyer's
written  notice,  return to the Buyer the  Earnest  Money  Deposit  without  the
requirement of further written authorization from the Seller.

         7.3  ADDITIONAL DUE DILIGENCE.

         (a)  Notwithstanding  any  provision  elsewhere in this Contract to the
contrary,  the Buyer has _90_ days after the Offer  Acceptance Date within which
to conduct economic, architectural and engineering studies; obtain environmental
audits and government permits;  and perform other tests and studies as the Buyer
wishes.  If within this time period the Buyer in its sole  discretion  wishes to
void this  Contract,  the Buyer may do so by  providing  the Seller with written
notice to that effect within the same time period.  Whereupon,  the Seller shall
release,  or authorize the release of, any Earnest Money  deposited by the Buyer
and the parties shall be released of all further obligation under this Contract.

         (b)  The time period for the Seller's providing and the Buyer's
reviewing tenant estoppels is fifteen calendar days, respectively, befor
closing.

         (c) If the  Seller has agreed to  provide a survey  under  paragraph  6
above,  the Buyer must  receive it no later than  15   calendar  days before the
expiration  of the time  period  stated in 7.3 (a) above.  If the Seller has not
agreed to  provide a survey  under  paragraph  6 above,  the Buyer may  obtain a
survey and approve it within the time period stated in 7.3 (a) above.

Seller  agrees to cooperate  fully with Buyer's  completing  these due diligence
matters and to make the Property  available as is  reasonable  and necessary for
the same.

<PAGE>


8.  CONTINGENCIES.  This offer is subject to the Buyer's  approving  in its sole
discretion the Seller  Disclosures,  the Buyer  Undertakings  and Additional Due
Diligence matters in Section 7. However, the Buyer's discretion in approving the
terms of the loan under  section  7.2(b) is subject  to  Buyer's  covenant  with
regard to minimally acceptable financing terms under Section 2.

         8.1 Buyer shall have  30   calendar  days after the times  specified in
Section 7.1 and 7.2 (except for tenant  estoppels)  to review the content of the
Seller Disclosures and the outcome of the Buyer  Undertakings.  The times stated
in 7.3 (a) and (b) apply to the diligence items which those paragraphs address.

         8.2 If Buyer does not deliver a written objection to Seller regarding a
Seller  Disclosure,  Buyer  Undertaking or Due Diligence matter within the times
provided,  those items will be deemed approved by Buyer and the Buyer shall have
no right to cancel with regard to those items beyond the applicable dates.

         8.3 If Buyer  objects,  Buyer and Seller shall have _10_  calendar days
after receipt of the objections to resolve Buyer's  objections.  Seller may, but
shall not be  required to resolve  Buyer's  objections.  Likewise,  the Buyer is
under no obligation to accept any resolution  proposed by the Seller. If Buyer's
objections are not resolved within the stated time, Buyer may void this Contract
by providing written notice to Seller within the same stated time.

         8.4 The holder of the Earnest  Money Deposit  shall,  upon receipt of a
copy of  Buyer's  written  notice,  return to Buyer the  Earnest  Money  Deposit
without the requirement of any further  written  authorization  from Seller.  If
this Contract is not voided by Buyer,  Buyer's  objection is deemed to have been
waived. However, this waiver does not affect warranties under Section 10.

         8.5  Resolution  of Buyer's  objections  under  Section 8.3 shall be in
writing and shall  become part of this  Contract.  After the latest of the dates
which apply under this Section 8, the Buyer's  EARNEST  MONEY  DEPOSIT  SHALL BE
NONREFUNDABLE  EXCEPT  IN THE CASE OF  DEFAULT  BY THE  SELLER AS  ADDRESSED  IN
PARAGRAPH 16 BELOW.

  9. SPECIAL CONTINGENCIES.  This offer is made subject to the terms of attached
Addendum # 1  which is incorporated into this Contract by this reference.

10.  SELLER'S  LIMITED  WARRANTIES.  Seller's  warranties to Buyer regarding the
Property are limited to the following:

         10.2 Seller will deliver  possession  of the Property to Buyer with the
         plumbing, plumbed fixtures, heating, cooling,  ventilating,  electrical
         and sprinkler (indoor and outdoor) systems, appliances and fireplaces
         in working order;
         10.3  Seller will deliver possession of the Property to Buyer with the
         roof and foundation free of leaks known to Seller;
         10.6     At   Closing,   Seller  will  bring   current  all   financial
         obligations  encumbering  the  Property  which are  assumed in
         writing by Buyer and will discharge all such obligations which
         Buyer has not so assumed;
         10.7  As of Closing, Seller has no knowledge of any claim or notice of
         an environmental, building or zoning code violation regarding the
         Property which has not been resolved.

11.  VERIFICATION OF WARRANTED AND INCLUDED ITEMS.  After all contingencies have
been  removed  and  before  Closing,  the  Buyer may  conduct  a  "walk-through"
inspection of the Property to determine whether or not items warranted by Seller
in Section , 10.2,  10.3 and are in the  warranted  condition and to verify that
items included in Section 1.1 are presently on the Property.  If any item is not
in the  warranted  condition,  Seller  will  correct,  repair or  replace  it as
necessary  or, with the  consent of Buyer and (if  required)  Lender,  escrow an
amount at Closing to provide for such repair or replacement. The Buyer's failure
to conduct a  "walk-through"  inspection  or to claim during the  "walk-through"
inspection  that the Property  does not include all items  referenced in Section
1.1 or is not in the  condition  warranted  in Section 10,  shall  constitute  a
waiver of Buyer's  rights under Section 1.1 and of the  warranties  contained in
Section 10.

12.  CHANGES DURING  TRANSACTION.  Seller agrees that no changes in any existing
leases shall be made, no new leases entered into, and no substantial alterations
or improvements to the Property shall be undertaken  without the written consent
of the Buyer.

13.  AUTHORITY  OF SIGNERS.  If Buyer or Seller is a  corporation,  partnership,
trust,  estate or other entity,  the person  signing this Contract on its behalf
warrants his or her authority to do so and to bind Buyer or Seller and the heirs
or  successors  in interest to Buyer or Seller.  If the Seller is not the vested
owner of the Property but has control over the vested owner's disposition of the
Property,  the Seller  agrees to exercise  this control and deliver  title under
this Contract as if it had been signed by the vested owner.

14. COMPLETE CONTRACT.  This instrument (together with its addenda, any attached
exhibits,  and Seller  Disclosures)  constitutes the entire Contract between the
parties and  supersedes all prior  dealings  between the parties.  This Contract
cannot be changed except by written agreement of the parties.

15. DISPUTE RESOLUTION.  The parties agree that any dispute or claim relating to
this Contract, including but not limited to the disposition of the Earnest Money
Deposit and the breach or termination of this Contract, shall first be submitted
to  mediation in  accordance  with the Utah Real Estate  Buyer/Seller  Mediation
Rules of the American Arbitration Association. Each party agrees to bear its own
costs  of  mediation.  Any  agreement  signed  by the  parties  pursuant  to the
mediation shall be binding.  If mediation fails,  the procedures  applicable and
remedies  available  under this  Contract  shall apply.  Nothing in this Section
shall  prohibit the Buyer from  seeking  specific  performance  by the Seller by
filing a complaint with the court,  serving it on the Seller by means of summons
or as otherwise permitted by law, and recording a lis pendens with regard to the
action; provided that the Buyer permits the Seller to refrain from answering the
complaint  pending  mediation.  Also the  parties  may agree in writing to waive
mediation.

16. DEFAULT.  If Buyer  defaults,  Seller may elect to either retain the Earnest
Money Deposit as  liquidated  damages or to return the Earnest Money Deposit and
sue Buyer to enforce Seller's rights. If Seller defaults,  in addition to return
of the Earnest  Money  Deposit,  Buyer may elect to either accept from Seller as
liquidated  damages a sum equal to the Earnest  Money  Deposit or sue Seller for
specific  performance  and/or damages.  If Buyer elects to accept the liquidated
damages, Seller agrees to pay the liquidated damages to Buyer upon demand. Where
a Section of this Contract  provides a specific remedy,  the parties intend that
the remedy shall be  exclusive  regardless  of rights  which might  otherwise be
available under common law.

17. ATTORNEY'S FEES. In any action arising out of this Contract,  the prevailing
party shall be entitled to costs and reasonable attorney's fees.

<PAGE>

18.  DISPOSITION  OF EARNEST  MONEY.  The  Earnest  Money  Deposit  shall not be
released  unless it is  authorized  by: (a) Sections  7.1, 7.2, 7.3 and 8.3; (b)
separate written  agreement of the parties  including an agreement under Section
15 if (a) does not apply; or (c) court order.

19. ABROGATION.  Except for Sections 10, 13, 15, 17 and 19 of this Contract, the
provisions of this Contract shall not apply after Closing.

20. RISK OF LOSS.  All risk of loss or damage to the Property  shall be borne by
Seller until Closing.

21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this  transaction.  Extensions  must be agreed to in writing by all  parties.
Performance under each Section of this Contract which references a date shall be
required absolutely by 5:00 P.M., Mountain Time on the stated date.

22.  COUNTERPARTS AND FACSIMILE (FAX) DOCUMENTS.  This Contract may be signed in
counterparts, and each counterpart bearing an original signature. Also facsimile
transmission of any signed original  document and  retransmission  of any signed
facsimile transmission shall be the same as delivery of an original.

23. ACCEPTANCE.  Acceptance occurs when Seller or Buyer,  responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate  acceptance;  and (b)  communicates  to the  other  party or the  other
party's agent that the offer or counteroffer has been signed as required.

24. OFFER AND TIME FOR ACCEPTANCE.  Buyer offers to purchase the Property on the
above terms and conditions.  If Seller does not accept this offer by 5:00 | | AM
|X|PM Mountain Time,  July 21, 1999 this offer shall lapse; and the holder
of the Earnest Money Deposit shall return it to the Buyer.



July 16, 1999
(Offer Reference Date)



(IF COMPANY BUYER)                          (IF INDIVIDUAL BUYER)

Company name:                                /s/
             -----------------------------  ------------------------------------
                                            (Buyer's Signature)

By:                                          Darwin Datwyler
   ---------------------------------------  ------------------------------------
                                            (Print Buyer's Name)

Its:
    --------------------------------------

Address:
        ----------------------------------  ------------------------------------
                                            (Buyer's Signature)
        ----------------------------------
                                            ------------------------------------
Phone:                                      (Print Buyer's Name)
      ------------------------------------


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                     ACCEPTANCE / REJECTION / COUNTER OFFER

| |  Acceptance of Offer to Purchase:  Seller Accepts the foregoing offer on the
     terms and conditions specified above.


(IF COMPANY SELLER)                         (IF INDIVIDUAL SELLER)

Company name:                                /s/
             -----------------------------  ------------------------------------
                                            (Seller's Signature)

By:
   ---------------------------------------  ------------------------------------
                                            (Print Seller's Name)

Its:
    --------------------------------------

Address:
        ----------------------------------  ------------------------------------
                                            (Seller's Signature)
        ----------------------------------
                                            ------------------------------------
Phone:                                      (Print Seller's Name)
      ------------------------------------




<PAGE>



|X|  Rejection:     Seller Rejects the foregoing offer.

     PAB                       7-19-99                   8:55 AM
-------------------      --------------------     -------------------
(Seller's Initials)      (Date)                   (Time)



| | Counteroffer:  Seller presents for Buyer's  Acceptance  the terms of Buyer's
offer subject to the  exceptions or  modifications  as specified in the attached
Counter Offer # 1.


PAB (1)  3,250,000 purchase price.
PAB (2) Closing shall be no later than 60 days from Inl date of counteroffer.







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                               DOCUMENT RECEIPT

| |  I acknowledge receipt of a final copy of this Real Estate Purchase Contract
     dated                          bearing all signatures, between

                              (buyer) and                              (seller).
------------------------------            -----------------------------

SELLER                                    BUYER


-------------------------------------     --------------------------------------
Authorized Signature for Seller           Authorized Signature for Buyer

-------------------------------------     --------------------------------------
Print Name                                Print Name



| |  I personally caused a final copy of this Real Estate Purchase Contract
     dated                   bearing all signatures,  between

                              (buyer) and                              (seller),
------------------------------            -----------------------------
to be mailed on                         (date) by certified United States Mail,
return receipt attached, to   | | Buyer      | | Seller.

Sent by:


<PAGE>


                                 ADDENDUM # 1
                      REAL ESTATE PURCHASE CONTRACT

         This is an ADDENDUM/ to that REAL ESTATE PURCHASE CONTRACT (the "REPC")
with an Offer  Referenced Date of July 16 ,1999 , including  addenda and counter
offers         between Darwin Datwyler or assigns, as Buyer, and Dynatech
International, as  Seller  on  the   property   located   at 3820   West  Great
Lakes Dr.

The  following  terms are hereby  incorporated  as part of the REPC,  and to the
extent these terms modify or conflict  with any  provisions  of the REPC,  these
terms shall  control.  All other terms of the REPC not modified shall remain the
same.


1. Seller shall provide a Phase I  environmental  report at its cost and expense
certified to Buyer which report must be acceptable to Buyer.

2.       Seller shall provide Buyer with all documentation,  plans and specs, or
         other information  pertaining to the subject property which it may have
         in it's possession.

3.       Buyer's  obligation  to  close  is  specifically  contingent  upon  the
         execution  by Seller & by Buyer of an absolute  net Lease for  Seller's
         continued  occupation  of the  property at a base rent figure of $0.515
         psf/mo  for a  period  of 20  years  and  other  terms  and  conditions
         acceptable to Buyer.

4.       It is understood  and agreed  between the parties hereto that Buyer may
         elect to facilitate a tax-deferred exchange pursuant to Section 1031 of
         the Internal  Revenue Code  regarding  the purchase  and/or sale of the
         Subject Property.  The parties,  hereto, agree to fully cooperate,  one
         with  the  other,  in  executing  whatever   additional   documents  or
         amendments  may  be  required  to  property  effect  said  tax-deferred
         exchange,  provided  that  Seller  shall  incur  no  liability  or cost
         therefrom.

5.       In the event  Buyer has not  satisfied  all the  conditions  within the
         ninety (90) days  provided,  and Buyer has so advised the Seller,  then
         the Buyer shall have two options to extend the due diligence period for
         thirty  (30) days  periods by written  notice  from Buyer to Seller per
         each thirty (30) day period.



|X| Seller o Buyer shall have until  5:00 | | A.M.  |X| P.M.  Mountain  Time,
July 19, 1999, to accept these terms in accordance with Section 23
of the REPC. Unless so accepted, this offer shall lapse.

(IF COMPANY SELLER/BUYER)                   (IF INDIVIDUAL SELLER/BUYER)


Company name:                                /s/
             -----------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)

By:
   ---------------------------------------  ------------------------------------
                                            (Print Seller's/Buyer's Name)

Its:
    --------------------------------------

Address:
        ----------------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)
        ----------------------------------
                                            ------------------------------------
Phone:                                      (Print Seller's/Buyer's Name)
      ------------------------------------


--------------------------------------------------------------------------------

                       ACCEPTANCE/REJECTION/COUNTER OFFER

CHECK ONE:   | | Acceptance:   | | Seller  | | Buyer hereby accepts these terms.

(IF COMPANY SELLER/BUYER)                   (IF INDIVIDUAL SELLER/BUYER)


Company name:                                /s/
             -----------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)

By:
   ---------------------------------------  ------------------------------------
                                            (Print Seller's/Buyer's Name)

Its:
    --------------------------------------

Address:
        ----------------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)
        ----------------------------------
                                            ------------------------------------
Phone:                                      (Print Seller's/Buyer's Name)
      ------------------------------------


<PAGE>




|X|  Rejection:  |X|  Seller | | Buyer  rejects these terms.

     PAB                      7-19-99        8:35 AM
Seller's Initials                Date         Time

|X|  Counter Offer: |X|  Seller | |  Buyer presents as a counter offer the terms
set forth on the attached Counter Offer # 1.

PAB  (1)  3,250,000 purchase price

PAB  (2)  Closing shall be no later than 60 day from the date of counteroffer.


--------------------------------------------------------------------------------
                               DOCUMENT RECEIPT

| |  I acknowledge receipt of a final copy of this Real Estate Purchase Contract
     dated                          bearing all signatures, between

                              (buyer) and                              (seller).
------------------------------            -----------------------------

SELLER                                    BUYER


-------------------------------------     --------------------------------------
Authorized Signature for Seller           Authorized Signature for Buyer

-------------------------------------     --------------------------------------
Print Name                                Print Name



| |  I personally caused a final copy of this Real Estate Purchase Contract
     dated                   bearing all signatures,  between

                              (buyer) and                              (seller),
------------------------------            -----------------------------
to be mailed on                         (date) by certified United States Mail,
return receipt attached, to   | | Buyer      | | Seller.

Sent by:


<PAGE>

                    ADDENDUM #______/COUNTER OFFER #   2
                       REAL ESTATE PURCHASE CONTRACT

         This is an ADDENDUM/COUNTER OFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Referenced Date of July 16 ,1999 , including  addenda
and  counter  offers  between  Darwin  Datwyler,  as Buyer,  and Dynatec
International, Inc., as Seller on the property located at 3820 Great Lakes Dr.,
Salt Lake City, Utah 84120.

         The following terms are hereby incorporated as part of the REPC, and to
the extent these terms modify or conflict with any provisions of the REPC, these
terms shall  control.  All other terms of the REPC not modified shall remain the
same.

         1.       The purchase price shall be $3,200,000.00.
         2.       Buyer's  obligation to close is  specifically  contingent upon
                  the execution by Seller and Buyer of an absolute net lease for
                  Seller's  continued  occupation of the property of a base rent
                  figure of $0.532 per square  foot/month for period of 20 years
                  and other terms and condition acceptable to Buyer.

         3.       The due diligence period shall be 75 days from offer
                  acceptance and closing shall occur no later than 90 days from
                  offer acceptance.

         | | Seller    | | Buyer shall have until     | | A.M. | | P.M. Mountain
Time,                  , 19   , to accept these terms in accordance with Section
23 of the REPC.  Unless so accepted, this offer shall lapse.

(IF COMPANY SELLER/BUYER)                   (IF INDIVIDUAL SELLER/BUYER)


Company name: Dynatec International         /s/
             -----------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)

By: Paul A. Boyer                            Darwin Datwyler
   ---------------------------------------  ------------------------------------
                                            (Print Seller's/Buyer's Name)

Its: SVP & CFO
    --------------------------------------

Address:
        ----------------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)
        ----------------------------------
                                            ------------------------------------
Phone:                                      (Print Seller's/Buyer's Name)
      ------------------------------------



                          ACCEPTANCE/REJECTION/COUNTER OFFER

CHECK ONE:  |X|  Acceptance:   | |Seller   | | Buyer hereby accepts these terms.

(IF COMPANY SELLER/BUYER)                   (IF INDIVIDUAL SELLER/BUYER)


Company name: DYNATEC INT'L                  /s/
             -----------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)

By: PAUL A. BOYER
   ---------------------------------------  ------------------------------------
                                            (Print Seller's/Buyer's Name)

Its:
SVP & CFO---------------------------------

Address:
        ----------------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)
        ----------------------------------
                                            ------------------------------------
Phone:                                      (Print Seller's/Buyer's Name)
      ------------------------------------

| | Rejection:  | |Seller | |Buyer  rejects these terms.

-------------------------          ------------   ------------
Initials                            Date             Time
| | Counter Offer:  | | Seller  | | Buyer presents as a counter offer the terms
set forth on the attached Counter Offer #      .


<PAGE>
--------------------------------------------------------------------------------
                               DOCUMENT RECEIPT

| |  I acknowledge receipt of a final copy of this Real Estate Purchase Contract
     dated                          bearing all signatures, between

                              (buyer) and                              (seller).
------------------------------            -----------------------------

SELLER                                    BUYER


-------------------------------------     --------------------------------------
Authorized Signature for Seller           Authorized Signature for Buyer

-------------------------------------     --------------------------------------
Print Name                                Print Name



| |  I personally caused a final copy of this Real Estate Purchase Contract
     dated                   bearing all signatures,  between

                              (buyer) and                              (seller),
------------------------------            -----------------------------
to be mailed on                         (date) by certified United States Mail,
return receipt attached, to   | | Buyer      | | Seller.

Sent by:


<PAGE>

                    ADDENDUM #______/COUNTER OFFER #___3___
                         REAL ESTATE PURCHASE CONTRACT

         This is an ADDENDUM/COUNTER OFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Referenced Date of July 22 ,1999 , including  addenda
and counter offers between Darwin Datwyler, as Buyer, and Dynatec International,
Inc., as Seller on the property located  at 3280 Great Lakes Dr., Salt Lake
City, Utah 84120.

The  following  terms are hereby  incorporated  as part of the REPC,  and to the
extent these terms modify or conflict  with any  provisions  of the REPC,  these
terms shall  control.  All other terms of the REPC not modified shall remain the
same.

1.       The purchase price shall be $2,900,000.00.
2.       The annual absolute net rents shall be $330,000.00.
3.       Closing  shall take place no later than ten days  following the receipt
         of an appraisal  that is  acceptable  to the Lender.
4.       At closing, the Seller shall issue to the Buyer  $25,000.00 in
         unrestricted  shares of stock with the NASDAQ symbol DYNX.
5.       Upon  execution of a lease  agreement and loan  commitment the Buyer
         shall deposit an additional $95,000.00 of earnest money. The entire
         earnest money,  totaling  $100,000.00  shall become  non-refundable  to
         Buyer except in the case of a Seller default.
6.       Buyer must obtain a loan of no less than 2 million dollars & not more
         than 9 1/4%, repayable anytime during the term of the loan, in part or
         in full.



|_| Seller    |_| Buyer shall have until      | | A.M. | | P.M. Mountain Time,
                  , 19  , to accept these terms in accordance with Section 23 of
the REPC.  Unless so accepted, this offer shall lapse.


(IF COMPANY SELLER/BUYER)                   (IF INDIVIDUAL SELLER/BUYER)


Company name: DYNATEC INT'L                  /s/
             -----------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)

By: Frederick Volcansek, Sr.                 Darwin R. Datwyler
   ---------------------------------------  ------------------------------------
                                            (Print Seller's/Buyer's Name)

Its: CEO
    ---------------------------------

Address: 3280 W. Great Lakes Dr.
        ----------------------------------  ------------------------------------
         Salt Lake City, Utah 84120         (Seller's/Buyer's Signature)
        ----------------------------------
                                            ------------------------------------
Phone:  801-973-9500                        (Print Seller's/Buyer's Name)
      ------------------------------------



--------------------------------------------------------------------------------

                      ACCEPTANCE/REJECTION/COUNTER OFFER

CHECK ONE:      Acceptance:     Seller       Buyer hereby accepts these terms.

(IF COMPANY SELLER/BUYER)                   (IF INDIVIDUAL SELLER/BUYER)


Company name: DYNATEC INT'L
             -----------------------------  ------------------------------------
                                            (Seller's/Buyer's Signature)

By:
   ---------------------------------------  ------------------------------------
                                            (Print Seller's/Buyer's Name)

Its:
    ---------------------------------

Address: 3280 W. Great Lakes Dr.
        ----------------------------------  ------------------------------------
         Salt Lake City, Utah 84120         (Seller's/Buyer's Signature)
        ----------------------------------
                                            ------------------------------------
Phone:  801-973-9500                        (Print Seller's/Buyer's Name)
      ------------------------------------



Rejection:                         Seller   Buyer  rejects these terms.

--------------------------         --------------   ----------------
Initials                            Date             Time
Counter Offer:   Seller       Buyer  presents as a counter offer the terms set
forth on the attached Counter Offer #   .

--------------------------------------------------------------------------------
                               DOCUMENT RECEIPT

| |  I acknowledge receipt of a final copy of this Real Estate Purchase Contract
     dated                          bearing all signatures, between

                              (buyer) and                              (seller).
------------------------------            -----------------------------

SELLER                                    BUYER


-------------------------------------     --------------------------------------
Authorized Signature for Seller           Authorized Signature for Buyer

-------------------------------------     --------------------------------------
Print Name                                Print Name



| |  I personally caused a final copy of this Real Estate Purchase Contract
     dated                   bearing all signatures,  between

                              (buyer) and                              (seller),
------------------------------            -----------------------------
to be mailed on                         (date) by certified United States Mail,
return receipt attached, to   | | Buyer      | | Seller.

Sent by:


<PAGE>
                       RESTRICTED STOCK PURCHASE AGREEMENT


November 4, 1999

DYNATEC INTERNATIONAL, INC.
Attn. Frederick W. Volcansek, Sr.,
Chairman and Chief Executive Officer
3820 Great Lakes Drive
Salt Lake City, Utah  84020

Gentlemen:

         The  undersigned,   FRE  CORPORATION  III,  a  California   corporation
("Purchaser"), is the assignee of the rights and obligations of the undersigned,
Darwin  Datwyler  ("Datwyler"),  in and to that  certain  Real  Estate  Purchase
Contract  ("REPC") by and between  Datwyler and Dynatec  International,  Inc., a
Utah  corporation  ("Seller"),  dated as of July 16, 1999,  as  supplemented  by
Addenda nos. 1, 2 and 3 to the REPC (unless more specifically stated, as used in
this Agreement, the term REPC shall refer to the REPC together with each and all
of the addenda thereto). Purchaser has acquired Datwyler's interests in the REPC
solely for purposes of effectuating a tax-deferred  exchange pursuant to Section
1031 of the U.S.  Internal Revenue Code of 1986, as amended.  Capitalized  terms
used but not specifically  defined in this Agreement shall have the meanings set
forth in the REPC.

         Paragraph 3 of Addendum No. 3 to the REPC provides  that, as a material
inducement  to Datwyler for  executing and  delivering  the REPC and  performing
thereunder,  Seller is required,  at closing, to "issue to [Datwyler] $25,000 in
unrestricted shares of stock with the NASDAQ symbol DYNX."

         This  letter is to amend the REPC to the extent  that,  in lieu of such
$25,000 of  unrestricted  common stock of Seller,  Datwyler and  Purchaser  will
accept,  in full  satisfaction  of such  obligation,  a  total  of  Thirty-three
Thousand  Nine Hundred  Forty-eight  (33,948)  shares of the  restricted,  newly
issued  shares of common  stock of Seller (the  "Shares").  Except to the extent
specifically  modified by this  Agreement,  the REPC shall not be  affected  and
shall remain in full force and effect.

         Seller,  Purchaser  and Datwyler  agree that the issuance of the Shares
shall be subject to the following additional terms and conditions:

         1. The Shares will be issued,  and physical  certificates  representing
the Shares shall be delivered to Purchaser  within four (4) business  days after
the closing of the purchase and sale of the Property,  which is to take place on
or about November 4, 1999,  which Shares,  upon issuance shall be fully paid and
non-assessable.  The issuance of the Shares, therefore, shall not be a condition
to the closing of the purchase and sale of the Property, and the disbursement to

<PAGE>

Seller of the proceeds  therefor,  after appropriate  adjustment as set forth in
the Seller's Final Closing Statement.

         2. In connection  with the acquisition of the Shares by Datwyler (or by
Purchaser solely as a facilitator to Datwyler of a Section 1031 exchange) of the
Shares,  Datwyler  and/or  Purchaser,  as the case may be,  hereby  represent as
follows:

                  a.  Datwyler is the ultimate  beneficial  owner of the Shares,
         and is acquiring the Shares for his own account and not with a view to,
         or for resale in connection with, any distribution of such Shares.

                  b. Purchaser and Datwyler understand and agree that the Shares
         have not been and will not be registered  under the  Securities  Act of
         1933, as amended (the "Act"),  or applicable state statutes,  by reason
         of a specific  exemption  under the provisions of the Act which depends
         upon the representations in this Section 2.

                  c. Datwyler understands the merits, nature and financial risks
         of an investment in the Shares and is able to bear the financial  risks
         thereof.

                  d.  Datwyler  has  been   accorded   access   (including   the
         opportunity to ask questions of  representatives  of Seller and receive
         answers thereto) to information  regarding Seller's business operations
         and financial  condition and has been  furnished with all financial and
         other  information  regarding  Seller which he has requested and deemed
         necessary;  he has  examined the same or caused the same to be examined
         by his representatives;  and he does not desire any further information
         or data concerning Seller.

                  e. Purchaser and Datwyler understand and agree that the Shares
         are "restricted  securities" within the meaning of Rule 144 promulgated
         under the Act, and that any future sale or disposition of the Shares by
         Purchase  or  Datwyler  may be  subject  to  the  terms  of,  reporting
         requirements and holding periods (which Seller  represents is presently
         one year under Rule 144(d),  although  Seller  makes no  representation
         about any successor  rule or  regulation)  set out in Rule 144 or other
         requirements of the Act (including registration of such securities) and
         the  rules  and  regulations  promulgated   thereunder;   consequently,
         Purchaser and Datwyler understand that they must bear the economic risk
         of owning the Shares for an indefinite period of time because the stock
         has not been registered  under the Act and,  therefore,  cannot be sold
         unless it is subsequently  registered under the Act (and any applicable
         state statutes) or an exemption from such registration is available.

                  f.  Purchaser  and  Datwyler  agree that Seller not permit the
         transfer of the Shares  unless any request for transfer is  accompanied
         by evidence  satisfactory  to Seller and its  securities  counsel  that
         neither the sale nor the proposed transfer of the Shares will result in

<PAGE>

         a violation  of any  applicable  law,  rule or  regulation,  federal or
         state,  and they agree that they will not sell,  transfer or  otherwise
         dispose of the Shares without  registration  under the Act or exemption
         therefrom.  Purchaser and  Datwyler,  for  themselves  and their heirs,
         personal representatives, successors and assigns, consent to the taking
         of any action or the imposition of any requirement  reasonably intended
         by Seller or its securities  counsel to prevent the  disposition of any
         interest  in the Shares  that would  appear to them to be  inconsistent
         with any of my foregoing statements,  to include without limitation the
         affixing to any  certificates  representing  the Shares an  appropriate
         restrictive legend and the issuance of "stop transfer"  instructions to
         Seller's transfer agent and similar notations on its records.

                  g. In deciding to acquire the Shares,  Datwyler has not relied
         on any representations, promises, or information, written or verbal, by
         any person. Datwyler has had access to reports filed by Seller with the
         Securities and Exchange Commission under the Securities Exchange Act of
         1934, as amended,  including without limitation  Seller's Annual Report
         on Form 10-KSB for the year ended  December 31, 1998, and the quarterly
         report on Form 10-QSB of Seller for the six months ended June 30, 1999.

                  h. Purchaser and Datwyler  acknowledge that neither Seller nor
         any person acting on its behalf  offered to sell the Shares by means of
         any form of general advertising.

         3. This Agreement shall be governed by and construed in accordance with
the laws of the State of Utah, without regard to choice of law principles.  This
Agreement  may be  executed in two or more  counterparts,  each of which when so
executed shall be deemed to be an original  instrument that shall be enforceable
against the parties actually executing such instrument.  In lieu of the original
documents,  a facsimile  transmission or copy of the original documents shall be
as effective and enforceable as the original. This Agreement may be amended only
by a writing  executed  by all  parties.  This  Agreement  sets forth the entire
agreement and understanding of the parties relating to the subject matter hereof
and  supersedes  all  prior and  contemporaneous  agreements,  negotiations  and
understandings  between  the  parties,  both oral and  written  relating  to the
subject matter hereof.

                                                     Very truly yours,



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                      [SIGNATURE PAGE FOLLOWS IMMEDIATELY]

<PAGE>




                              FRE CORPORATION III,
                              a California corporation



Date:                                   By: /s/
     ---------------------                 -------------------------------------
                                           Elaine A. Westby, President




Date:                                       /s/
     ---------------------                 -------------------------------------
                                           Darwin Datwyler


Acknowledged and Agreed:


DYNATEC INTERNATIONAL, INC.




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



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