DYNATEC INTERNATIONAL INC
EXHIBIT 10.16 STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 10.16 STOCK PURCHASE AGREEMENT
<TEXT>

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



                            STOCK PURCHASE AGREEMENT


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

Dear Sirs:

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

     1.  Purchase  of  Shares.  Subject  to the  terms  and  conditions  of this
Agreement, the undersigned hereby agree to purchase and acquire from the Company
shares of the Company's  common stock,  par value $.01 per share (the "Shares"),
having  an  aggregate  purchase  price of at least  SEVEN  HUNDRED  SEVENTY-FIVE
THOUSAND DOLLARS (U.S.  $775,000) (the "Minimum Investment Amount) and a maximum
aggregate purchase price of ONE MILLION DOLLARS (U.S. $1,000,000) (the "Purchase
Price")  (any  amount  of the  Purchase  Price  paid in  excess  of the  Minimum
Investment  Amount  being  referred  to herein as the  "Supplemental  Investment
Amount").  The Purchase Price is to be paid by the  undersigned by wire transfer
to the Company of cash,  which payment shall be made on or before June 30, 2000,
provided that the undersigned agree to provide a minimum of ONE HUNDRED THOUSAND
DOLLARS  (U.S.  $100,000) to the Company per week until the  Purchase  Price has
been paid in full, commencing as of the week of May 8-12, 2000. The total amount
of the Minimum  Investment  Amount that shall be paid by each of the undersigned
is set forth  adjacent  to their  respective  signatures,  below.  The number of
Shares that shall be  issuable  to the  undersigned  in  consideration  of their
payment of the Purchase Price shall be calculated as follows:

          a. As to the Minimum  Investment  Amount, by dividing the total dollar
     amount of the Minimum  Investment Amount paid to the Company as of Closing,
     as that  term is  defined  in  Section  2,  below,  by  $1.3125,  which  is
     acknowledged  by the  parties  to be 100% of the fair  market  value of the
     Company's  common stock as of the date of this Agreement,  as determined by
     reference

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to the closing bid price per share of the  Company's  common  stock as quoted by
The Nasdaq Stock Market on the trading day prior to the date of this Agreement.

          b. As to the Surplus  Investment  Amount, by dividing the total dollar
     amount of such  Surplus  Amount  paid to the  Company  as of Closing by One
     Hundred  Percent  (100%) of the  average of the  closing  bid prices of the
     Company's  common  stock as quoted by the Nasdaq  Stock Market for the five
     (5) trading days immediately preceding the date the undersigned paid all or
     any portion of the Surplus Investment Amount.

     2. Closing; Issuance of Shares. The closing (the "Closing") of the purchase
and sale of the Shares as  described in this  Agreement  shall occur within five
(5)  business  days after the  earlier  of (x) June 30,  2000 or (y) the date on
which the  undersigned  shall have paid the entire Purchase Price to the Company
(or if, after payment of at least  $775,000 of the Purchase  Price,  the date on
which the  undersigned  shall have notified the Company of its or their decision
not to pay any more of the Purchase Price).

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

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

          b. Authorization; Enforcement. The Company has the requisite corporate
     power  and  authority  to enter  into and to  consummate  the  transactions
     contemplated by this Agreement,  and otherwise to carry out its obligations
     hereunder.  The execution and delivery of this Agreement by the Company and
     the  consummation by it of the transactions  contemplated  hereby have been
     duly  authorized by all necessary  action on the part of the Company and no
     further  action is required by the Company.  This  Agreement  has been duly
     executed by the Company and, when  delivered in  accordance  with the terms
     hereof,  will  constitute  the legal,  valid and binding  obligation of the
     Company enforceable against the

                                       -2-

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     Company in accordance with its terms,  except as such enforceability may be
     limited by applicable bankruptcy, insolvency,  reorganization,  moratorium,
     liquidation  or  similar  laws  relating  to  or  affecting  generally  the
     enforcement  of  creditors'  rights  and  remedies  or by  other  equitable
     principles of general  application.  Neither the Company nor any Subsidiary
     is in  material  violation  of  any  of the  provisions  of its  respective
     articles of incorporation, bylaws or other charter documents.

          c.  Capitalization.  The number of authorized,  issued and outstanding
     shares  of  capital  stock of the  Company  is set forth in  Schedule  3(c)
     attached  hereto.  No shares of common stock are entitled to  preemptive or
     similar rights, nor is any holder of common stock entitled to preemptive or
     similar  rights  arising out of any  agreement  or  understanding  with the
     Company by virtue of this Agreement.  Except as disclosed in Schedule 3(c),
     there are no outstanding options,  warrants, script rights to subscribe to,
     calls or commitments of any character whatsoever relating to, or, except as
     a result of the  purchase  and sale of the  Shares,  rights or  obligations
     convertible into or exchangeable for, or giving any Person, as that term is
     defined below, any right to subscribe for or acquire any common shares,  or
     contracts,  commitments,  understandings,  or  arrangements  by  which  the
     Company or any Subsidiary is or may become bound to issue additional common
     shares,  or securities or rights  convertible or  exchangeable  into common
     shares.  "Person" means an individual or corporation,  partnership,  trust,
     incorporated  or  unincorporated   association,   joint  venture,   limited
     liability  company,  joint  stock  company,  government  (or an  agency  or
     subdivision  thereof)  or other  entity  of any  kind.  The  amount  of the
     Company's  authorized but previously unissued common stock is sufficient to
     allow for the issuance by the Company of the Shares.

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

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

                                       -3-

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     above, the Company makes no  representation or warranty about the extent to
     which the transactions  contemplated by this Agreement will comply with the
     rules and  regulations  of the  principal  market or  exchange on which its
     common stock is listed or traded.

          f. Consents and  Approvals.  Except as is set forth in the  Disclosure
     Materials, as hereafter defined,  neither the Company nor any Subsidiary is
     required to obtain any consent, waiver, authorization or order of, give any
     notice  to, or make any  filing or  registration  with,  any court or other
     federal,  state, local or other  governmental  authority or other Person in
     connection  with the execution,  delivery and performance by the Company of
     this  Agreement,  other than (i) an  application to the Nasdaq Stock Market
     for the listing  therewith of the Shares,  (ii) the filing of a Form D with
     the U.S. Securities and Exchange  Commission,  (iii) applicable state "Blue
     Sky" filings,  and (iv) in all other cases where the failure to obtain such
     consent,  waiver,  authorization  or order,  or to give such notice or make
     such filing or registration could not have or result in, individually or in
     the  aggregate,   a  Material   Adverse  Effect  (the  consents,   waivers,
     authorizations, orders, notices and filings referred to in clauses (i)-(iv)
     of this Section 3(f)and identified herein and in the Disclosure  Materials,
     collectively, the "Required Approvals").

          g. Litigation;  Proceedings.  There is no action, suit, written notice
     of violation,  proceeding or investigation  pending or, to the knowledge of
     the  Company,  threatened  against or  affecting  the Company or any of its
     Subsidiaries before or by any court,  governmental or administrative agency
     or regulatory  authority (federal,  state,  county, local or foreign) which
     adversely affects or challenges the legality, validity or enforceability of
     this Agreement or the Shares.

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

          i. SEC Reports. The Company has filed all reports required to be filed
     by it under the Securities  Exchange Act of 1934, as amended (the "Exchange
     Act"),  including  pursuant to Section 13(a) or 15(d) thereof,  for the one
     year  preceding the date hereof (or such shorter  period as the Company was
     required  by law to file such  material)  (the  foregoing  materials  being
     collectively referred to herein as the "SEC Reports" and, together with the
     Schedules  or other  written  disclosure  provided  by the  Company  to the
     undersigned in connection with this Agreement the  "Disclosure  Materials")
     on a timely basis or has properly  filed a  notification  as required under
     Rule 12b-25 of the  Exchange  Act and has filed any SEC Reports as to which
     such  notification has been filed prior to the expiration of any applicable
     time period  specified  therein.  To the Company's  knowledge,  as of their
     respective  dates, the SEC Reports  complied in all material  respects with
     the  requirements of the Securities Act and the Exchange Act and, the rules
     and regulations promulgated thereunder.


                                       -4-

<PAGE>



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

          k. Regulatory  Permits.  The Company and its Subsidiaries  possess all
     certificates, authorizations and permits issued by the appropriate federal,
     state  or  foreign  regulatory   authorities  necessary  to  conduct  their
     respective  businesses  as described  in the SEC Reports,  except where the
     failure  to  possess  such  permits  could  not,  individually  or  in  the
     aggregate,   have  or  result  in  a  Material  Adverse  Effect  ("Material
     Permits"), and neither the Company nor any such Subsidiary has received any
     written notice of proceedings relating to the revocation or modification of
     any Material Permit.

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

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

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

          c. Investment  Intent. The undersigned is acquiring the Shares for its
     own  account  for  investment  purposes  only and not with a view to or for
     distributing  or  reselling  the  Shares or any part  thereof  or  interest
     therein, without prejudice, however, to the undersigned's right, subject to
     the provisions of this Agreement, at all times to sell or otherwise dispose
     of all or any part of the Shares pursuant to an effective registration

                                       -5-

<PAGE>



     statement  under the Securities  Act and in compliance  with all applicable
     state  securities  laws  or  under  an  exemption  from  such  registration
     requirements.

          d. Access to Information.  The undersigned acknowledges that it, he or
     she has been afforded (i) the  opportunity  to ask such questions as it, he
     or  she  has  deemed   necessary   of,  and  to   receive   answers   from,
     representatives  of the Company  concerning the terms and conditions of the
     offering of the Shares and the merits and risks of investing in the Shares;
     (ii) access to  information  about the Company and the Company's  financial
     condition,  results of  operations,  business,  properties,  management and
     prospects  sufficient to enable it to evaluate its, his or her  investment;
     and (iii) the opportunity to obtain such additional  information  which the
     Company  possesses or can acquire  without  unreasonable  effort or expense
     that is necessary to make an informed  investment  decision with respect to
     the  investment  and  to  verify  the  accuracy  and  completeness  of  the
     information contained in the Disclosure Materials.  The undersigned further
     acknowledges  that it, he or she understands that the Company is subject to
     the  periodic   reporting   requirements  of  the  Exchange  Act,  and  the
     undersigned  has reviewed or received  copies of any such reports that have
     been  requested by it, her or him.  Without  limiting the generality of the
     foregoing,  the  undersigned  represents  that  it,  he or she has read the
     Company's  Annual Report on Form 10-KSB for the fiscal year ended  December
     31, 1999, and the Company's  Quarterly Report on Form 10-QSB for the period
     ended March 31, 2000.

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

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

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

                                       -6-

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     that an investment in the Shares is speculative  and has concluded that its
     proposed  investment  is  appropriate  in light of its  overall  investment
     objectives and financial situation.

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

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

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

          k. No Brokers or Finders.  The  undersigned  agrees to  indemnify  the
     Company and its officers,  employees,  agents and representatives  from and
     against any claim by any third person for any  commission,  brokerage  fee,
     finders  fee,  or other  payment  with  respect  to this  Agreement  or the
     transactions  contemplated  hereby  based  upon any  alleged  agreement  or
     understanding  between such party and such third person,  whether expressed
     or implied, arising from the actions of such party. The covenants set forth
     in this section 4(k) shall survive the Closing Date and the consummation of
     the transactions contemplated by this Agreement.

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

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

          n. Restricted  Shares.  The undersigned  understands and  acknowledges
     that the  Shares  have not been  registered  under  the Act,  or any  state
     securities  laws,  and will be issued in reliance  upon certain  exemptions
     from the registration requirements of those laws, and thus cannot be resold
     unless they are registered under the Act or unless the Company has first

                                       -7-

<PAGE>



     received an opinion of competent  securities counsel that an exemption from
     registration is available for such resale.  With regard to the restrictions
     on resales of the Shares,  the  undersigned is aware (i) of the limitations
     and applicability of Securities and Exchange Commission Rule 144; (ii) that
     the Company will issue stop transfer  orders to its stock transfer agent in
     the event of attempts to improperly  transfer the Shares;  and (iii) that a
     restrictive  legend  will be placed on the  certificates  representing  the
     Shares, which legend will read substantially as follows:

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT") OR UNDER THE
     SECURITIES LAWS OF ANY STATE.  THESE  SECURITIES MAY NOT BE OFFERED,  SOLD,
     TRANSFERRED,   PLEDGED  OR   HYPOTHECATED   WITHOUT   COMPLIANCE  WITH  THE
     REGISTRATION  OR  QUALIFICATION  PROVISIONS OF THE ACT OR APPLICABLE  STATE
     LAWS,  OR  PURSUANT  TO  AN  AVAILABLE  EXEMPTION  FROM  SUCH  REGISTRATION
     REQUIREMENTS.  FURTHERMORE,  THE COMPANY WILL  INSTRUCT ITS STOCK  TRANSFER
     AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES  UNLESS THE COMPANY HAS
     FIRST RECEIVED AN OPINION OF COUNSEL,  SATISFACTORY  TO THE COMPANY AND ITS
     SECURITIES COUNSEL,  THAT AN EXEMPTION FROM SUCH REGISTRATION  REQUIREMENTS
     IS AVAILABLE.

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

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

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

          r. Accuracy of Representations  and Information.  All  representations
     made by the undersigned in this Agreement,  and all information provided by
     the undersigned to the Company or its agents or representatives  concerning
     the undersigned is correct and complete

                                       -8-

<PAGE>



     as of the date hereof.  If there is any material change in such information
     before the actual issuance of the Shares, the undersigned  immediately will
     provide such information in writing to the Company.

5. Indemnification.

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

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

     6. Use of Proceeds. The Company intends to use the proceeds of the Purchase
Price received from the undersigned for operating capital and for the payment of
trade payables and selling, general and administrative expenses.

     7. Alternative  Structure as Convertible  Debt. If, and only if, the Nasdaq
Stock  Market  shall for any reason  determine  that  approval of the  Company's
shareholders  shall be required as a  precondition  to the  consummation  of the
transactions  contemplated by this Agreement in order to preserve the listing of
the Company's  common stock on the Nasdaq Stock Market,  the  undersigned  agree
that the Company  shall  proceed as follows:  (i) the Company shall issue to the
undersigned, pro rata, as many shares of common stock as shall be allowed by the
Nasdaq  Stock  Market  and shall  receive  therefor  a pro rata  portion  of the
Purchase Price anticipated by this Agreement; and (ii) the Company shall receive
any additional portion of the total Purchase Price anticipated by this Agreement
as an unsecured loan ("Provisional Loans") from the undersigned in the amount of
Purchase Price received from the undersigned and for which the undersigned  will
not receive shares of the Company's  common stock.  The Provisional  Loans shall
bear simple interest at the lowest  applicable  federal rate of imputed interest
as  determined  by reference to the Internal  Revenue Code of 1986,  as amended,
which interest  shall be calculated by reference to a 360-day year.  Interest on
the Provisional Loans shall be payable only in cash. The principal amount of the
Provisional Loans shall be automatically  converted into the number of shares of
common stock otherwise issuable (but

                                       -9-

<PAGE>



not yet  issued)  under  this  Agreement  upon  the  approval  by the  Company's
shareholders of the  transactions  contemplated  by this Agreement.  The Company
agrees,  if  Provisional  Loans are made pursuant to this Section 8, to seek the
approval of its shareholders on the transactions  contemplated by this Agreement
at the earliest practical  opportunity.  In the event the Company's shareholders
shall refuse to approve the  transactions  contemplated by this  Agreement,  the
Provisional Loans shall become immediately due and payable at any time after the
annual  or  special  meeting  of  the  Company's   shareholders  at  which  such
shareholders refuse to approve such transactions.

     8. Miscellaneous Provisions.

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

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

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

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

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

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

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


                                      -10-

<PAGE>



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


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                      [SIGNATURE PAGE FOLLOWS IMMEDIATELY]









                                      -11-

<PAGE>


            IN WITNESS WHEREOF,  the undersigned have executed this Agreement as
of May 18, 2000.


NEXTGATE CORPORATION
                                        Address:
                                        14026 Samantha Street
                                        Paradise Sub Division
                                        Angeles City, Pampanga
By: /s/ ILLEGIBLE                       PHILIPPINES
            Its:                        Amount of Investment:$210,000



NATIONAL UNION CORPORATION
                                        Address:
                                        Parkland Five
                                        1219/5 Banga Road
                                        Banka Kilometer Five
By: /s/ ILLEGIBLE                       Bangkok, THAILAND
            Its:                        Amount of Investment:$260,000



INTERNATIONAL GATEWAY LIMITED
                                        Address:
                                        16th Floor On-Hing Building
                                        1 On-Hing Terrace
                                        Central
By: /s/ ILLEGIBLE                       HONG KONG
            Its:                        Amount of Investment:$305,000


DYNATEC INTERNATIONAL, INC.




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

                                      -12-
</TEXT>
</DOCUMENT>
