AMENDMENT TO MODIFICATION AGREEMENT


         AMENDMENT TO MODIFICATION AGREEMENT dated as of November 12, 1999
(the  "Agreement"),  among the entities  listed on the  signature  page attached
hereto  (collectively  referred  to as the  "Investors"  or  individually  as an
"Investor"),  and DYNATEC  INTERNATIONAL,  INC.,  a  corporation  organized  and
existing under the laws of the State of Utah (the "Company"), and trading on the
Nasdaq SmallCap Stock Market under the symbol "DYNX."

                             Recitals

         WHEREAS,  the parties to the Agreement  previously  have entered into a
Convertible  Debenture and Private Equity Line of Credit  Agreement  dated as of
May 22, 1998 (the "Line of Credit  Agreement"),  a Registration Rights Agreement
dated as of May 15, 1998 (the "Registration  Rights  Agreement"),  and an Escrow
Agreement  dated as of May 15, 1998 (the "Escrow  Agreement,"  and together with
the Line of Credit Agreement and the Registration Rights Agreement, the "Funding
Agreements"); and

         WHEREAS,   the  Company,   the   Investors   and   Settondown   Capital
International  Ltd.,  entered into  Modification  Agreement dated as of June 25,
1999 (the  "Modification  Agreement").  Under the  Modification  Agreement,  the
parties agreed to certain  modifications to the Funding  Agreements as set forth
therein; and

         WHEREAS,  the Company and the  Investors  desire to amend the terms and
conditions of the Modification Agreement as set forth below.

                             Agreement

         NOW,  THEREFORE,  in consideration of the covenants and mutual promises
below  and  other  good  and  valuable  consideration,  the  receipt  and  legal
sufficiency  of which the  parties  acknowledge  by their  signatures  appearing
below,  and intending to be legally bound hereby,  the parties to this Agreement
hereby agree as follows:

         1. Section 4 of the Modification Agreement is deleted and replaced with
the following language:

                  Section 4. Amendment to Obligation to Pay Liquidated  Damages.
         Pursuant  to the  Funding  Agreements,  including  but not  limited  to
         Section  3(e) of the  Registration  Rights  Agreement,  the  Company is
         obligated to pay liquidated damages to the Investors as a result of the
         Company's failure to have the Registration Statement declared effective
         by the SEC by the deadline set forth in the Funding Documents.  Because
         the  Company  has been  unable to comply  with  this  requirement,  the
         Company is presently  obligated to pay the sum of  Forty-five  Thousand
         Dollars  ($45,000)  per month to the  Investors  until such time as the
         Registration Statement is effective,  which amount was accrued and paid
         by the  Company  for the  period of  September  23,  1998  through  and
         including February

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         23, 1999.  The Investors and the Company  hereby agree that the Company
         shall accrue  amounts owed for  liquidated  damages for the period from
         February 24, 1999  through and  including  June 23, 1999,  which amount
         shall be payable  upon  demand  therefor  by the  Investors  in cash or
         stock,  at the Company's  option.  The Investors may demand  payment of
         such accrued liquidated damages at any time after February 15, 2000. If
         the Investors  demand  payment of such amount and the Company elects to
         pay such  amount in shares of its  common  stock,  the number of shares
         issuable  upon such payment  shall be  determined by dividing the total
         dollar amount of accrued  liquidated damages to be paid in common stock
         by the one  hundred  percent  (100%) of the  average of the closing bid
         prices of the Company's  common stock as quoted on the Nasdaq  SmallCap
         Market for the five (5) trading  days  immediately  preceding  the date
         such payment demand is made by the  Investors.  The Company agrees that
         it will cause such  shares  issued as payment  for  accrued  liquidated
         damages to be issued and  delivered  to the  Investors  within five (5)
         business  days after  demand for payment is made by the  Investors.  No
         liquidated  damages  shall  accrue for the period from June 24, 1999 to
         February 15, 2000 but  liquidated  damages  shall accrue from and after
         February  15,  2000  as  described  in  the  Funding  Agreement,  which
         liquidated  damages  shall be  payable  in cash or common  stock at the
         Company's option as set forth above in this Section 4.

         2. Section 6 of the Modification Agreement is deleted and replaced with
the following language:

                  Section  6.  Amendment  of  Registration   Rights   Agreement.
         Pursuant to the Registration  Rights  Agreement,  the Company agreed to
         prepare and file with the SEC the Registration  Statement  covering the
         shares  underlying  the  Convertible  Debentures,  the Placement  Agent
         Shares, the Additional Debentures, the shares issuable under the Equity
         Line of Credit, and the shares underlying the Warrants. In light of the
         cancellation  of the Equity Line of Credit pursuant to Section 1 above,
         the  termination of the  obligation of the Company to issue  additional
         Placement Agent Shares pursuant to Section 2 above, and the termination
         of the  obligation  to  issue or  purchase  the  Additional  Debentures
         pursuant  to Section 3 above,  the parties to this  Agreement,  who are
         also the parties to the Registration Rights Agreement hereby agree that
         the  Registration  Rights  Agreement  shall mean and be  enforceable as
         follows:

                           (a) The term "Convertible Debentures," as used in the
                  Registration Rights Agreement, shall mean the One Million Five
                  Hundred Thousand ($1,500,000)  principal amount of Convertible
                  Debentures, but shall exclude the Additional Debentures.

                           (b) The terms "Stock" or "Securities" of the Company,
                  as used in the Registration  Rights Agreement,  shall mean the
                  shares of common stock  underlying the principal amount of the
                  Convertible   Debentures   and  the  shares  of  common  stock
                  underlying

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                  the  Warrants  issued and  outstanding  as of the date of this
                  Agreement (together with the shares of common stock underlying
                  the Warrants issued to the Placement Agent).

                           (c) The  parties to this  Agreement  intend that this
                  Section 6 amend and  supersede  any  conflicting  terms in the
                  Registration Rights Agreement.

         3. Section 7(a) of the  Modification  Agreement is deleted and replaced
with the following language:

                           (a)      No Mandatory Conversion.  Notwithstanding
                  anything to the contrary in the Funding Agreements or in the
                  Convertible Debentures, the Convertible Debentures shall not
                  automatically be converted into shares of the Company's common
                  stock at the Maturity Date.

         4.  Section 13 of the  Modification  Agreement  is deleted and replaced
with the following language:

                  Section  13.  Rescission.  At the  option  of  the  Investors,
         Section 4 of this  Agreement  may be rescinded if (i) the  Registration
         Statement is not declared  effective on or before February 15, 2000, or
         (ii) if the Company  fails to obtain the  approval of the  transactions
         contemplated by the Funding  Agreements as contemplated by Section 6.13
         of the Line of Credit  Agreement or otherwise before February 15, 2000;
         or (iii) if the Company  does not timely  deliver  cash or common stock
         pursuant to Section 4 of this Agreement.  In the event of rescission of
         Section 4 of this Agreement pursuant to this Section 13, all liquidated
         damages otherwise payable under the Funding  Agreements shall be deemed
         to have  accrued  at all times  during the term of this  Agreement  and
         shall be due and  payable in  accordance  with the terms of the Funding
         Agreements,  assuming the parties had never executed and delivered this
         Agreement.

         5. Registration  Rights. The Company covenants that it will prepare and
file  with  the  Securities  and  Exchange   Commission  (the   "Commission")  a
registration  statement on an  appropriate  form,  determined  by the Company in
consultation  with its  securities  counsel,  covering  resales of the shares of
common  stock  issuable by the Company for  interest  accrued and, to the extent
possible,  accruing  with  respect to the  principal  amount of the  Convertible
Debentures,  and covering  resales of the shares of common stock issuable by the
Company as  liquidated  damages  under the  Modification  Agreement,  as amended
hereby.  The  Company  further  covenants  that it will  file  the  registration
statement  referred to in the preceding  sentence  within thirty (30) days after
the effective date of the  registration  statement filed pursuant to the Funding
Agreements,  and to use its best efforts to cause such registration statement to
be declared  effective by the  Commission as soon as possible  thereafter and to
keep such registration  statement  effective for a period of six (6) months from
the effective date of such registration statement.

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         6. Counterparts.  This Agreement may be executed in counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same  instrument.  A facsimile copy of an original  signature  shall
have the same effect as an original signature.

         7. Headings.  The headings in this Agreement are for reference purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.

         8.  Severability.  If any  provision  of this  Agreement  shall for any
reason be held invalid or  unenforceable,  such  invalidity or  unenforceability
shall not  affect  any  other  provision  hereof,  and this  Agreement  shall be
construed  as if such  invalid or  unenforceable  provision  were not  contained
herein.

         9. Entire  Agreement.  This  Agreement is the final  expression of, and
contains the entire Agreement  between,  the parties with respect to the subject
matter hereof, and supersedes all prior understandings with respect thereto. The
parties  to this  Agreement  expressly  intend  to  amend  certain  terms of the
Modification Agreement and the other documents and instruments modified thereby,
including the Line of Credit  Agreement and the Registration  Rights  Agreement,
and intend that the terms of this  Agreement  shall  control in the event of any
disagreement between the terms of this Agreement and the Modification Agreement,
the Line of Credit Agreement or the Registration Rights Agreement.

         10.  Definitions.  Capitalized  terms  used in this  Agreement  but not
specifically  defined in this Agreement shall have the meanings set forth in the
Funding Agreements.

         11.  Limited  Effect of  Amendment.  Except to the extent  specifically
modified or amended by this  Agreement,  the terms and conditions of the Funding
Agreements,  as modified by the  Modification  Agreement,  shall not be amended,
modified,  superceded  or  affected  in any way and shall  continue to have full
force and effect on the parties thereto.

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<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Modification
Agreement as of the 12th day of November, 1999.


DYNATEC INTERNATIONAL, INC.             ELLIS ENTERPRISES



By: /s/                                 By: /s/
   ---------------------------------       -------------------------------------
Its:   Chief Executive Officer          Its:     Director



By: /s/
   ---------------------------------
Its: Chief Financial Officer            TLG REALTY



                                        By: /s/
                                           -------------------------------------
                                        Its:           President
                                            ------------------------------------

                                        BALMORE FUNDS, S.A.



                                        By: /s/
                                           -------------------------------------
                                        Its:
                                            ------------------------------------

                                        AUSTOST ANSTALT SCHAAN



                                        By: /s/
                                           -------------------------------------
                                        Its:
                                            ------------------------------------


                                        HEWLETT FUND



                                        By: /s/
                                           -------------------------------------
                                        Its:
                                            ------------------------------------

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