EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into
effective as of October 29, 1999 (the "Effective  Date"), by and between Dynatec
International,  Inc., a Utah corporation (the "Company"), and Michael L. Whaley,
an  individual  (the  "Employee").  The Company and the Employee  are  sometimes
referred to herein,  collectively,  as the  "parties"  and,  individually,  as a
"party."

                                     RECITAL

         The  Company  desires to  establish  its rights to the  services of the
Employee in the capacity of Senior Vice President & Chief  Financial  Officer on
the terms and conditions  and subject to the rights of  termination  hereinafter
set forth,  and the Employee is willing to accept such  employment on such terms
and conditions.

                                    AGREEMENT

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


1.  Employment.  The Company hereby employs the Employee and the Employee hereby
accepts such  employment,  upon the terms and conditions  set forth herein.  The
Company shall furnish the Employee with an office and  administrative  and other
facilities and services at the Company's headquarters in Salt Lake City, Utah as
are reasonably  necessary and  appropriate for the performance of the Employee's
duties  and  responsibilities  hereunder  and  consistent  with  the  Employee's
position as Senior Vice President & Chief Financial Officer of the Company.

2. Duties. The Company does hereby employ and engage the Employee as Senior Vice
President & Chief Financial  Officer of the Company and each of its subsidiaries
and  divisions,  or such other title as the Company's  Chief  Executive  Officer
shall  specify from time to time,  and the Employee does hereby accept and agree
to such engagement and employment. The Employee's duties shall be such executive
and managerial duties and  responsibilities as the Chief Executive Officer shall
specify from time to time and as provided in the Bylaws of the  Company,  as the
same may be  amended  from  time to time.  The  Employee  shall  diligently  and
faithfully execute and perform such duties and responsibilities,  subject to the
general  supervision and control of the Company's Chief Executive  Officer.  The
Employee  shall be  responsible  and  report to the  Company's  Chief  Executive
Officer.  The Company's Chief  Executive  Officer shall determine the Employee's
duties and  responsibilities  and may assign or  reassign  the  Employee to such
executive and managerial duties,  responsibilities  or positions as such officer
deems in the Company's  best  interest.  The Employee shall devote his full-time
attention,  energy and skill during  normal  business  hours to the business and
affairs of the Company and shall not,  during the Employment  Term (as that term
is defined below),  be actively engaged in any other business  activity,  except
with the prior written  consent of the Company's  Board of Directors;  provided,
however,  that in any event  any such  other  business  activity  will not:  (a)


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<PAGE>

adversely affect or materially  interfere with the performance of the Employee's
duties and responsibilities  hereunder,  (b) involve a conflict of interest with
the  Company or (c)  involve  activities  competitive  with the  business of the
Company.  Notwithstanding the foregoing,  the Employee shall be permitted to (i)
engage in charitable  and  community  affairs and (ii) make  investments  of any
character  in any  business  not in  competition  with the Company or any of its
subsidiaries or divisions and manage such investment (but not be involved in the
day-to-day operations of any such business), provided, however, no such business
shall place the Employee in a conflict of interest with the Company or interfere
with the performance of the Employee's  duties and  responsibilities  under this
Agreement.

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


3.1. Base Salary.  Subject to Section 4 below,  during the  Employment  Term the
Company  shall pay the Employee an annual base salary of One Hundred  Forty-five
Thousand  Dollars  ($145,000.00).  The Company will pay the  Employee  said base
salary in equal  semi-monthly  installments  or at more  frequent  intervals  in
accordance with the Company's customary policies and pay schedule.

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

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

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<PAGE>

3.4. Vehicle. The Employee shall be entitled to the use of one (1) Company owned
or leased vehicle and full  reimbursement  for all expenses  associated with the
operation and maintenance of such vehicle,  which vehicle shall be comparable to
the vehicles of the other senior  management  personnel  and  executives  of the
Company. The Company will reimburse the Employee for such expenses in accordance
with  the  Company's  normal  accounting  procedures  upon the  presentation  of
vouchers  and  documentation  for such  operational  and  maintenance  expenses,
provided  that the total  monthly  expense to the Company under this Section 3.4
shall not exceed Eight Hundred Fifty Dollars ($850).

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

3.6. Stock Options.  The Employee shall be granted options to purchase shares of
the  Company's  Common  Stock at such  time,  in an  amount  and with  terms and
conditions to be determined by the Board of Directors.  All such options will be
granted  pursuant to and  governed by any  executive  stock  option plan then in
effect (or such other similar plan as determined by the Board of Directors)  and
shall be  evidenced  by a separate  option grant  agreement  with the  Employee.
Notwithstanding, and without limiting, the generality of the foregoing, Employee
shall receive a grant under the Company's  1999 Stock Option and Incentive  Plan
of options to purchase a total of 100,000 shares of the Company's  common stock,
which options shall have a per share exercise price equal to One Hundred percent
(100%) of the fair market value of the common stock on the date of grant,  which
date shall be within  five (5)  business  days after the  Effective  Date.  Such
options  shall  be  subject  to such  additional  terms  and  conditions  as are
ordinarily  and  customarily  part of the  Company's  stock  option  agreements,
provided that Employee  acknowledges  and agrees that this Section 3.6 shall not
constitute  the actual  grant of such  options,  and that no grant shall be made
until the Company delivers a definitive option agreement to Employee at the time
of grant.

3.7.  No Other  Benefits  or  Compensation.  The  Employee,  as a result  of his
employment by the Company as provided by this Agreement,  shall only be entitled
to the compensation and benefits provided for in this Agreement,  subject to the
terms as set forth  herein,  and to no other  benefits or  compensation,  to the
extent that additional  future benefits or compensation is provided to all other
senior officers or executives of the Company

3.8. Business  Expenses.  The Company shall promptly  reimburse the Employee for
all  reasonable  out-of-pocket  business  expenses  incurred in  performing  the
Employee's  duties  and  responsibilities   hereunder  in  accordance  with  the
Company's  policies with respect  thereto in effect from time to time,  provided
that the Employee  promptly  furnishes to the Company adequate records and other
documentary  evidence  required  by all federal  and state  statutes,  rules and


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<PAGE>

regulations  issued by the appropriate taxing authorities for the substantiation
of each such business expense as a deduction on the federal and state income tax
returns of the Company.

4.       Term and Termination.

4.1.  Employment Term.  Subject to earlier  termination as provided  hereinbelow
(and except for the provisions of this Agreement that, by their terms,  continue
in force beyond the  termination  thereof),  the term of this Agreement shall be
for a four (4) year  period,  commencing  on the  Effective  Date and  ending on
October 31, 2003 (the  "Employment  Term").  Upon mutual written  consent of the
parties,  this Agreement may be extended or renewed for such  successive term or
terms beyond the Employment Term as the parties agree. If the Employment Term is
so extended or renewed as provided in this  Section  4.1,  the term  "Employment
Term" will be interpreted herein to include such successive extension or renewal
term or terms.

4.2. Voluntary  Termination.  The Company shall be able to voluntarily terminate
this  Agreement  without  cause  (as that  term is  defined  below)  during  the
Employment  Term, in which case the provisions of Section 4.5.2 shall apply. The
Employee may voluntarily  terminate this Agreement and his employment  hereunder
at any time during the Employment Term, in which event the conditions of Section
4.5.1 below shall apply.

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

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

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

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

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

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<PAGE>

4.3.5.  theft,  embezzlement or other criminal  misappropriation of funds by the
Employee from the Company;  provided,  however,  that cause pursuant to Sections
4.3.1 and 4.3.2 above shall not be deemed to exist unless the Company shall have
first given the  Employee a written  notice  thereof  specifying  in  reasonable
detail the facts and  circumstances  alleged to  constitute  "cause," and thirty
(30) days after such notice such conduct has, or such circumstances have, as the
case may be, not entirely ceased or been entirely remedied. The determination of
whether the Employee's  actions justify  termination for cause and the date such
termination shall be effective shall be made by the Company's Board of Directors
or  management,  in good faith,  in their sole and absolute  discretion.  If the
Company terminates the Employee's employment pursuant to this Section 4.3 but it
is ultimately  determined  that the Company  lacked  "cause," the  provisions of
Section 4.5.2 below shall apply.

                  4.4  Termination  for  Disability.   The  Company's  Board  of
Directors may terminate this Agreement and the Employee's  employment hereunder,
upon  written  notice  to the  Employee  and  certification  of  the  Employee's
"disability"  (as that term is defined below) by a Qualified  Physician (as that
term is defined below) or a panel of Qualified  Physicians,  as set forth below,
if the  Employee  becomes  disabled  for  either  (a) one  hundred-twenty  (120)
continuous  days or (b) one  hundred-eighty  (180) days  during  any  continuous
twenty-four (24) month period during the Employment Term. The Company's Board of
Directors shall initially determine that the Employee's  disability will prevent
the   Employee   from   substantially    performing   the   Employee's   duties,
responsibilities   or  obligations   hereunder.   As  used  in  this  Agreement,
"disability"  shall be defined  as (i) the  Employee's  inability,  by reason of
physical  or  mental  illness  or other  cause,  to  substantially  perform  the
Employee's duties, responsibilities or obligations hereunder, or (ii) disability
as defined in any  disability  insurance  policy of the Company in effect at the
time in question.  The  Employee's  disability,  as initially  determined by the
Board of  Directors,  shall then be  certified by a Qualified  Physician  or, if
requested by the Employee, by a panel of three (3) Qualified Physicians.  If the
Employee  requests such a panel,  the Employee and the Company shall each select
one (1)  Qualified  Physician who together  shall then select a third  Qualified
Physician. The determination of the individual Qualified Physician or a majority
of the panel of Qualified  Physicians,  as the case may be, shall be binding and
conclusive  for all purposes.  As used in this Section 4.4, the term  "Qualified
Physician" shall mean any medical doctor who is licensed to practice medicine in
the  State of Utah and who is  reasonable  acceptable  to the  Employee  and the
Company.  The Employee and the Company  may, in any  instance,  and in lieu of a
determination by a Qualified Physician or a panel of Qualified Physicians, agree
between  themselves  that the  Employee is disabled for purposes of this Section
4.4, in which event the parties understand and agree that any such determination
shall only be  applicable  for purposes of this  Agreement.  The Employee  shall
receive full  compensation,  benefits and  reimbursement of expenses pursuant to
the terms of this Agreement from the date  disability  begins until the date the
Employee  receives  written notice that the Qualified  Physician or the panel of
Qualified  Physicians,  as  the  case  may  be,  has  certified  the  Employee's


                                      -5-
<PAGE>

disability or until the Employee begins to receive disability  benefits pursuant
to any disability insurance policy of the Company, whichever occurs first.

                  4.5      Effect of Termination.

4.5.1  Termination  for Cause or Voluntary  Termination by the Employee.  In the
event this  Agreement and the  Employee's  employment  is  terminated  for cause
hereunder or the Employee  voluntarily  terminates  this  Agreement  pursuant to
Section   4.2  above,   all   obligations   of  the   Company  and  all  duties,
responsibilities  and obligations of the Employee shall cease except as provided
in Section 4.5.2 below.  Upon such  termination,  the Employee or the Employee's
representative  or estate  shall be entitled to receive  only the  compensation,
benefits and reimbursement  earned by or accrued to the Employee under the terms
of this Agreement prior to the date of termination, but shall not be entitled to
any further compensation, benefits or reimbursement after such date.

4.5.2 Voluntary Termination by the Company; Severance Compensation. In the event
the Company voluntarily  terminates this Agreement and the Employee's employment
hereunder  during  the  Employment  Term other than for cause (and other than as
allowed  pursuant to Section 4.2 above),  the  Employee  will be entitled to the
following severance benefits:  (a) two (2) years' base salary (as the Employee's
base salary is set forth in Section 3.1 above or as  subsequently  increased  by
the  Company),  fifty  percent (50%) of which shall be paid in a lump sum on the
date of the  Employee's  termination  and the other fifty percent (50%) of which
shall be paid in three (3) equal quarterly  installments  commencing on the date
that  is  one-hundred  eighty  (180)  days  after  the  date  of the  Employee's
termination;  and (b) two (2) years of Company-paid health,  hospitalization and
dental  coverage,  which insurance  coverage shall be  substantially on the same
terms and conditions as was offered to the Employee during the Employment  Term.
Other  than the  items set forth in  clauses  (a) and (b) above in this  Section
4.5.2, the Employee shall not be entitled to any further compensation,  benefits
or reimbursement  after the date of his  termination.  In the event the Employee
voluntarily  terminates this Agreement and his employment  hereunder pursuant to
Section 4.2 above,  the Employee  shall not be entitled to any severance pay and
shall not be  entitled to any further  compensation,  benefits or  reimbursement
after such  termination  date.  Except for the  severance  pay  provided in this
Section 4.5.2, and except as otherwise  provided herein,  all obligations of the
Company will cease upon the Company's  voluntary  termination  of this Agreement
and the Employee's employment hereunder.  No severance compensation will be paid
to the Employee in the event he is terminated for cause.

                  4.6 Change of Control  Transfer  This  Agreement  shall not be
terminated by the voluntary or involuntary  dissolution of the Company resulting
from  either  a  merger  or  consolidation  in  which  the  Company  is not  the
consolidated or surviving company,  or a transfer or all or substantially all of
the  assets  of the  Company,  or the  sale of all or  substantially  all of the
Company's  equity  capital  (a "change  of  control").  In the event of any such
merger, consolidation, sale or change of control, the Company's rights hereunder


                                      -6-
<PAGE>

shall be assigned to the  surviving or resulting  company,  which  company shall
then honor this  Agreement with the Employee or purchase this Agreement from the
Employee for an amount equal to three (3) years' base salary (as the  Employee's
base salary is set forth in Section 3.1 above or as  subsequently  increased  by
the  Company),  which  amount  shall be paid to the Employee in one (1) lump sum
upon the closing of such merger, consolidation, sale or change of control.

                    4.7    Survivability.

4.7.1 Upon the termination of this Agreement  pursuant to Section 4.4 or Section
4.5.1 above and upon the expiration of the Employment Term, this Agreement shall
thereupon be and become void and of no further force or effect,  except that (a)
the covenant not to compete set forth in Section 5 below and (b) the proprietary
information  provision  contained  in  Section 6 below  shall  survive  any such
termination or expiration and shall continue to bind the Employee for the period
of time stated  therein,  and, in  addition,  the  attorneys'  fees  provisions,
governing  law  and  jurisdiction  and  venue  provisions,  and  indemnification
provisions  set  forth in  Sections  12, 13 and 15  below,  respectively,  shall
continue to govern any disputes arising under this Agreement.

4.7.2 Upon the  termination of this  Agreement  pursuant to Section 4.5.2 above,
this  Agreement  shall  thereupon be and become void and of no further  force or
effect, except that (a) the severance pay provisions of Section 4.5.2 above, (b)
the covenant not to compete set forth in Section 5 below and (c) the proprietary
information  provision  contained  in  Section 6 below  shall  survive  any such
termination  and shall  continue  to bind the  Employee  for the  period of time
stated therein, and, in addition, the attorneys' fees provisions,  governing law
and jurisdiction and venue provisions,  and indemnification provisions set forth
in  Sections  12, 13 and 15 below,  respectively,  shall  continue to govern any
disputes arising under this Agreement.

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

         5.       Covenant Not to Compete.

                  5.1 Non-Compete  Covenant.  The Company and the Employee agree
that the Company's  successful  operation  depends,  in significant part, on the
Employee's special knowledge and expertise in Finance. Consequently,  during the
Employment  Term and for a period of two (2) years after the date of termination
of the Employee's employment with the Company (for any reason whatsoever) or the
expiration of this  Agreement at the  expiration  of the  Employment  Term,  the


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<PAGE>

Employee,  in further  consideration  of the  Company's  agreement to employ the
Employee as provided herein,  agrees not (a) to engage,  directly or indirectly,
personally or as an employee,  agent,  consultant,  partner  (whether general or
limited), member, manager, officer,  director,  shareholder or otherwise, in any
business  activities  that are the same as those in which the Company engages or
proposes to engage (as indicated by the  Company's  business plan on the date of
the expiration of the Employment  Term) for or on behalf of himself or any other
person,  firm,  company,  corporation  or business  organization  or entity that
competes with the Company in the consumer  products  industry,  (b) to engage in
such activities with any other person, firm, company,  partnership,  corporation
or business organization or entity engaged in or about to become engaged in such
activities for or on behalf of such other person,  firm,  company,  partnership,
corporation  or business  organization  or entity,  or (c) to entice,  induce or
encourage any of the Company's other employees or any of its officers, directors
or  consultants  to engage in any activity  that,  were it done by the Employee,
would  violate any  provision  of this  Section  5.1;  provided,  however,  that
notwithstanding the immediately preceding restrictions set forth in clauses (a),
(b) and (c) of this Section 5.1, the Employee shall be allowed to own up to five
percent  (5%) of the issued and  outstanding  voting  stock or  interests of any
company or mutual fund that competes  directly or indirectly with the Company if
such stock or  interests  are traded on a national  securities  market or on the
NASDAQ Stock Market.  The  restrictions set forth in this Section 5.1 shall only
apply in the State of Utah. The Employee  expressly agrees and acknowledges that
(i) this covenant not to compete is reasonable as to time and  geographic  scope
and area and does not place any  unreasonable  burden on the Employee,  (ii) the
general  public  will not be  harmed  as a  result  of the  enforcement  of this
covenant not to compete,  (iii) the Employee has had an  opportunity  to discuss
the  terms  and  conditions  of this  Agreement  generally  and this  Section  5
specifically with his personal legal counsel,  and (iv) the Employee understands
and hereby  agrees to each and every term and  condition of this covenant not to
compete.

                  5.2 Violation of Covenants. The Employee expresses, agrees and
acknowledges  that the  covenant  not to compete  contained in this Section 5 is
necessary  for the Company's  protection  because of the nature and scope of the
Company's business and the Employee's position with and the scope of the duties,
responsibilities  and obligations  delegated to the Employee by the Company.  If
any of the covenants or agreements contained in this Section 5 are violated, the
Employee agrees and acknowledges that any such violation or threatened violation
will cause irreparable  injury to the Company and that the remedy at law for any
such  violation or threatened  violation will be inadequate and that the Company
will be entitled to injunctive  relief and other equitable  remedies without the
necessity  of proving  actual  damages.  This  non-competition  period  shall be
extended  by any  period  of time  during  which  the  Employee  is in breach or
violation of this covenant.



                                      -8-
<PAGE>

         6.       Proprietary Information.

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

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

                  6.3  Proprietary  Information  Defined.  For  purposes of this
Agreement, "Proprietary Information" shall include, but shall not be limited to,
the  following:  (a)  identity  of  clients,  customers,  suppliers,  retailers,
distributors,  distribution  channels or investors in, of or to the Company,  or
potential clients, customers, suppliers, retailers,  distributors,  distribution
channels  or  investors  in, of or to the  Company;  (b) any  written,  typed or
printed lists or other materials identifying the clients, customers,  suppliers,
retailers,  distributors  or investors  in, of or to the  Company,  or potential
clients, customers, suppliers, retailers, distributors or investors in, of or to
the Company;  (c) any financial or other information  supplied to the Company by
its clients, customers, suppliers, retailers, distributors or investors; (d) any
and all data or information involving the processes, security codes, flowcharts,
techniques,  programs,  marketing  materials,  personnel  information,  methods,
suppliers  or contacts  employed by the Company in the conduct of its  business;
(e) any lists, documents, manuals, records, forms or other materials used by the
Company in the conduct of its business; (f) any descriptive materials describing
the processes,  methods or procedures  employed by the Company in the conduct of
its business;  (g) any processes for or involving any of the Company's  products
or  contemplated or proposed  products,  processes or services or any in-process
patent  applications  or  trade  secrets  relating  to the  Company's  products,
processes or services;  and (h) any other secret or confidential  information or
material  concerning  the Company's  business,  affairs or products or services,


                                      -9-
<PAGE>

including,  but not limited to, non-public financial information such as budgets
and business plans. The terms "list," "document" or their equivalent, as used in
this Section 6.3, are not limited to a physical writing or compilation, but also
include any and all information  whatsoever  regarding the subject matter of the
"list" or "document" whether or not such compilation has been reduced to writing
and  regardless  of the  medium in which the same  exists  (whether  electronic,
digital, magnetic, optical or otherwise).

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

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

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

         10.  Severability;  Interpretation.  In the  event  that  any  term  or
portion,  including any part of a Section or  subsection,  of this  Agreement is
invalid or unenforceable for any reason, the remaining terms or portions of this
Agreement,  including the remaining  Sections or  subsections,  if any, shall be
severable  and  shall  remain in full  force and  effect.  The  parties  to this
Agreement agree that the court making a determination that any term or provision
of this Agreement is unenforceable shall modify the scope, duration,  geographic
area or  application  of the term or  provision so that the term or provision is
enforceable to the maximum extent  permitted by applicable law.  Notwithstanding
any rule or maxim of construction to the contrary,  any ambiguity or uncertainty


                                      -10-
<PAGE>

in this  Agreement  shall not be construed  against  either of the parties based
upon authorship of any of the provisions  hereof. The above Recital is deemed to
be incorporated herein by reference.

         11. Notices.  Any notice required or permitted hereunder to be given by
either  party shall be in writing and shall be delivered  personally  or sent by
certified or registered  mail,  postage prepaid,  or by private  courier,  or by
telex,  telegram  or  telecopy to the party to the address set forth below or to
such other address as either party may designate  from time to time according to
the terms of this Section 11:

                  To the Employee at:   Michael L. Whaley
                                        98 East Harper Way
                                        South Weber, UT 84405
                                        Fax:  (801) 475-1947

                  To the Company at:    Dynatec International, Inc.
                                        3820 Great Lakes Drive
                                        Salt Lake City, Utah 84120
                                        Attention:  Frederick W. Volcansek, Sr.
                                             Chief Executive Officer
                                        Fax:  (801) 972-2112

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

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

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

         14.  Business  Opportunities.  During the Employment  Term the Employee
agrees to bring to the attention of the Company's Board of Directors all written
business  proposals  that come to the  Employee's  attention and all business or
investment  opportunities  of whatever nature that are created or devised by the


                                      -11-
<PAGE>

Employee  and that relate to areas in which the Company  conducts  business  and
might  reasonably  be  expected  to be of  interest to the Company or any of its
subsidiaries or divisions.

         15.  Employee's  Representations  and  Warranties.  The Employee hereby
represents and warrants that he is not under any  contractual  obligation to any
other company,  entity or individual  that would prohibit or impede the Employee
from performing his duties and responsibilities under this Agreement and that he
is free to enter into and  perform the duties and  responsibilities  required by
this Agreement. The Employee hereby agrees to indemnify and hold the Company and
its  officers,  directors,  employees,   shareholders  and  agents  harmless  in
connection with the  representations and warranties made by the Employee in this
Section 15.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -12-
<PAGE>


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


THE COMPANY:                            THE EMPLOYEE:

DYNATEC INTERNATIONAL, INC.,
a Utah corporation
                                         /s/
                                        ----------------------------------------
                                        Michael L. Whaley

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