UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) December 31, 1999


                                  UNIDYN, CORP.
             (Exact name of registrant as specified in its charter)

         NEVADA                          33-55254-31                87-0438639
(State or other jurisdiction of     (Commission File Number)      (IRS Employer
incorporation                                                Identification No.)


1216 South 1580 West, #A
Orem, Utah                                                    84058-4927
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (801) 434-7250







Item 2.           Acquisition or Disposition of Assets.

         On  December  31,  1999,  the  Company  completed  a stock  acquisition
agreement   whereby  it  acquired  all  of  the  outstanding   stock  of  Avalon
Manufacturing  Co. ("AMC").  The Company issued 700,000 shares of its restricted
common  stock,  executed a  promissory  note in the amount of $312,000  and also
issued a check for $354,969.54 to be used to pay certain obligations of AMC.

         The Company will assume AMC's assets and liabilities as of December 31,
1999 and operations as of January 1, 2000.

         The Company acquired AMC to assist with its Sterling operations.

Item 7.           Financial Statements and Exhibits

         Financial  Statements of the business acquired will be filed within the
required time period.

         Stock Acquisition Agreement
         Non Compete and Confidentiality Agreement
         Promissory Note

                                   Signatures

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                  UNIDYN, CORP.


January 12, 2000                 By:
                                    -----------------------------------------
                                 Ira Gentry, President and Director










                           STOCK ACQUISITION AGREEMENT

                            AVALON MANUFACTURING CO.



         This Stock Acquisition Agreement ("Agreement") is made and entered into
as of the  1st  day of  January,  2000  by and  among  UniDyn  Corp.,  a  Nevada
corporation  ("Unidyn") and Kenney Ventures,  a Bahamian company  ("Kenney") and
NCS  Investments,  a Belize company ("NCS"),  Kenney and NCS being  collectively
referred to as "Shareholders".

                                    RECITALS:

A. Kenney and NCS are the sole  shareholders of all of the authorized and issued
stock of Avalon Manufacturing Co. ("AMC");

B. The  Shareholders  desire to transfer all of their stock in AMC ("AMC Stock")
to Unidyn in exchange for the consideration call for in this Agreement;

C.  Unidyn is willing to acquire the AMC Stock on the terms and  conditions  set
forth below; and

D. The parties desire to memorialize their agreements and  understandings by the
terms of this Agreement.

NOW THEREFORE,  for and in  consideration of the mutual covenants and conditions
set forth below, and for other good and valuable consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Transfer of AMC Stock.

On the Closing  Date as defined  below in this  Agreement,  Kenney and NCS shall
transfer  and assign all of their rights and interest in the AMC Stock to Unidyn
by endorsing  each  certificate  representing  the AMC Stock on the reverse side
thereof in favor of Unidyn,  causing the signature of their authorized corporate
officer to be guaranteed and delivering the AMC Stock to Unidyn.

II. Consideration Provided by UniDyn.

Concurrently  with the  receipt of the duly  endorsed  AMC Stock,  Unidyn  shall
provide the following consideration:




                                        3





         a) Unidyn  Stock.  Unidyn  shall cause to be  delivered  to NCS or such
parties as NCS designates,  700,000 shares of the common stock of Unidyn,  which
will bear such  restrictions  as are required by  applicable  law, and will have
piggy back registration rights.

         b)  Promissory  Note.  Unidyn  shall  execute and deliver to Kenney its
promissory  note in the amount of $312,000.00  which shall be due and payable in
full on or before  March 10,  2000 and shall be in the form  attached  hereto as
Exhibit A.

         c) Further  Consideration.  Unidyn shall issue a cashier's check in the
amount of  $354,969.54  and deliver  the same to an attorney of AMC's  choosing,
duly  licensed  to  practice  law in the  State of  Arizona,  to be held in such
attorney's  trust account and to be utilized to pay the existing  obligations of
AMC as are described in Paragraph IX below.


III.  Closing Date.

The closing of the transactions  contemplated  hereunder shall occur on December
31, 1999 or such later date as the parties mutually agree upon ("Closing Date"),
but shall be effective  for all purposes as of the  commencement  of business on
January 1, 2000.

IV.  Non Compete Agreement.

As a  material  part  of  the  consideration  to  be  received  by  Unidyn,  the
Shareholders  agree to  execute,  deliver  and  become  bound  by a Non  Compete
Agreement in the form attached hereto as Exhibit B that will become effective as
of the Closing Date.

V.  Representation and Warranties of Shareholders.

As an  inducement  to Unidyn  to enter  into and  perform  this  Agreement,  the
Shareholders covenant, represent and warrant to Unidyn as follows:

         a) Corporate  Status.  Each of the  Shareholders  is a duly  organized,
validly  existing  corporation  in good standing  under the laws of the place of
their  incorporation,  with full corporate power and authority to enter into and
perform this Agreement.

         b) No  Prohibitions.  This  Agreement  represents the valid and binding
obligation of each of the Shareholders,  fully enforceable by its terms, and the
execution,  delivery  and  performance  of this  Agreement  will not violate any
provisions of law or any contract, agreement,  governmental or legal restriction
to which Kenney, NCS or AMC are bound.

         c) Financial  Statements  Previously  Delivered.  The Shareholders have
furnished to Unidyn copies of unaudited  balance sheets and income statements of
AMC for the  periods  ending  November  30, 1999 as well as the prior two fiscal
years ("Financial  Statements").  The Financial Statements are true, correct and
complete in all material respects and fairly present the financial  condition of
AMC as of the dates thereof and for the periods covered thereby.


                                        4





The Financial Statements and the books and records of AMC have been prepared and
kept in accordance with generally accepted  accounting  principles and practices
consistently applied and make appropriate provisions for depreciation,  bad debt
reserves and tax liabilities.

         d) Operations Pending the Closing Date. For the period from December 1,
1999 to the Closing Date: 1) the business of AMC has been  conducted in a manner
consistent with past  practices;  2) no events have occurred based on actions of
AMC or  others,  or based on the  passage  of time,  that  would have a material
adverse  effect on AMC or its financial  condition;  3) AMC has not incurred any
debt,  obligation or liability  other than those incurred in the ordinary course
of business;  and 4) AMC has maintained in effect insurance coverage as required
by law or as is appropriate according to good business judgment.

         e) No Liens.  Each of the Shareholders has good and marketable title to
the AMC  Stock,  free and clear of all  liabilities,  liens,  charges,  charging
orders, claims, rights, encumbrances, pledges and restrictions and no dividends,
stock splits or other events have  occurred or been  declared  having a material
effect on the AMC Stock.

         f) Right to Inspect  Property  and  Records.  Unidyn and its agents and
representatives have been given full access to all of the properties,  books and
records  of  AMC  and  shall   continue   to  have  such  access  to  make  such
investigations and inspections as Unidyn deems necessary or appropriate.

         g) Litigation and Claims. There are no suits, claims,  demands,  causes
of  action,   judgments,   penalties,   fines   investigations  or  governmental
proceedings pending, in prospect,  asserted or threatened against or relating to
the  Shareholders  or to  AMC,  its  properties  or  assets,  nor is  there  any
meritorious basis for the same.

         h)  Taxes.  AMC  has  paid,  or has  established  appropriate  reserves
therefore, all taxes accruing prior to the Closing Date.

         i) Compliance  with Laws. AMC is in full compliance with all applicable
Federal, state and local laws, statutes, ordinances, codes, regulations,  rules,
orders,  restrictions and requirements,  whether  governmental,  administrative,
judicial or otherwise, and the Shareholders are not aware of any changes thereto
that would have a material adverse effect on AMC or its business.

         j)  Licenses,  Permits  and  Approvals.  AMC  holds  or  possesses  all
licenses,  permits,  authorizations and approvals required by any Federal, state
or local  governmental  or judicial  authority  as are  necessary to conduct its
business.

         k)  Ownership  of  Properties.  AMC owns  all  properties,  assets  and
facilities  that are utilized in the conduct of its  business  free and clear of
all liens and encumbrances,  except those disclosed in the Financial Statements,
and all such  properties,  assets and facilities are located at AMC's offices in
Phoenix, Arizona.



                                        5





         l) Accounts  Receivable.  The  accounts  receivable  reflected on AMC's
books and records as of the Closing Date represent valid obligations owed to AMC
and are fully collectible  except as to debtor relief statutes,  warranty claims
and accounts reserved against on the Financial Statements.

         m)   Disclosure.   No   representation   or  warranty  made  herein  by
Shareholders  contains or will contain any untrue statement of material fact, or
omits or will omit to state a material fact necessary to make the statements not
misleading.

         n) Employees. No employee or group of employees of AMC have any written
or contractual rights or agreements (including collective bargaining agreements)
regarding their employment relationship with AMC binding it in any manner except
for the  availability of normal employee  benefits as provided to all employees.
To the best knowledge of the Shareholders, no key employee or group of employees
has any plans to terminate employment with AMC.


         o) Sophisticated  Investors.  Each  Shareholder:  1) has the knowledge,
experience and  sophistication in financial and business matters to evaluate the
merits and risks of accepting  common  stock of Unidyn as partial  consideration
under this  Agreement;  2) has had the  opportunity  to review  all  information
concerning  Unidyn  through  examination  of  filings  made by  Unidyn  with the
Securities  and Exchange  Commission  ("SEC") and such other  information as has
been  requested  of  Unidyn;  3) is capable of  bearing  the  economic  risks of
accepting and owning the Unidyn stock;  4) is accepting the Unidyn stock with no
present  intention of distributing or selling the same; 5) understands  that all
or a portion of the Unidyn  stock may be  restricted  stock not capable of being
sold until the  expiration of certain  holding  periods and then in only limited
amounts;  and 6) is aware that  approximately  35,000,000 shares of Unidyn stock
have been issued.

         p) Basis for  Representations  and  Warranties.  Prior to executing the
Agreement,  the Shareholders  have made such  affirmative and thorough  reviews,
searches,  inspections and inquiries relating to AMC and its business,  and have
consulted with such third parties, that a prudent person would deem necessary or
advisable  in  order to gain  knowledge  concerning  the  matters  to which  the
representations  and warranties  relate.  The  Shareholders'  best knowledge and
belief  with  respect  to  the  subject  matter  of  their  representations  and
warranties  contained  herein  shall  be  deemed  to  include  matters  that the
Shareholders  should  have known  with  respect  to the  subject  matter of said
representations and warranties that arose prior to December 31, 1999.

VI.  Representations and Warranties of UniDyn.

As an inducement to the  Shareholders  to enter into and perform this Agreement,
UniDyn covenants, represents and warrants to the Shareholders as follows:



                                        6





         a)  Corporate  Status.  Unidyn is a duly  organized,  validly  existing
corporation  in good  standing  under the laws of the State of Nevada  with full
corporate power and authority to enter into and perform this Agreement.

         b) No  Prohibitions.  This  Agreement  represents the valid and binding
obligation  of  Unidyn,  fully  enforceable  by its  terms,  and the  execution,
delivery and  performance  of this  Agreement will not violate any provisions of
law or any contract,  agreement,  governmental  or legal  restrictions  to which
Unidyn is bound.

         C) Public Company. Unidyn is a public company whose stock is registered
with the SEC and it is reporting company under SEC rules and regulations.

VII.  Survival of Representation and Warranties.

The representations and warranties  contained herein shall survive the execution
of  this  Agreement  and  the  consummation  of  the  transactions  contemplated
hereunder.

VIII.  Unidyn's Right of Offset.

Should any  representation or warranty made and given by the Shareholders  prove
to be untrue, in addition to any other remedies available to Unidyn, and without
waiver of Unidyn's rights to seek any and all such remedies in law or in equity,
Unidyn shall be allowed to offset damages  suffered  thereby  against any moneys
due and owing under the Promissory Note attached as Exhibit A.

IX.  AMC Debts Assumed and Paid.

The  consideration  to be paid by Unidyn under paragraph II. C) above,  shall be
utilized  solely for  purposes  of  satisfying  the  following  debts of AMC: 1)
$62,049.03  for  trade  payable  debts;  2)  $25,000.00  for  settlement  of the
Sindlinger  litigation  (Case No.  CV 99- 0375 in the  Maricopa  County  Arizona
Superior  Court);  3) $29,012.70 for credit card debts reflected on AMC's books;
4) $114,650.00  for line of credit debts  reflected on AMC's books; 5) $2,806.84
for AMC's phone system; and 6) the balance to pay a balance due to an officer of
AMC's predecessor in interest.

X.    Miscellaneous.

         a) Agreement: Amendment, Modification,  Termination. This Agreement and
the Exhibits attached hereto supersedes all prior agreements and understandings,
inducements  and  conditions,  express or implied,  oral or  written,  except as
herein contained.  This Agreement may be amended,  modified or terminated at any
time or times only by written agreement of the parties.  All references to "this
Agreement"  contained  herein shall be deemed to include the  Exhibits  attached
hereto.



                                        7





         b)  Attorneys'  Fees.  In the event suit is brought or an  attorney  is
retained  by any party to this  Agreement  to enforce  the terms  hereof,  or to
collect  money  damages  for a breach  hereof,  the  prevailing  party  shall be
entitled recover, in addition to any other remedy,  reimbursement for reasonable
attorneys' fees, court costs,  costs of investigation and other related expenses
incurred in  connection  therewith,  as  determined by the court and not a jury,
pursuant to ARS Sections 12-341 and 12-341.01.

         c)  Provisions   Severable.   The  provisions  of  this  Agreement  are
independent of and severable from each other, and no provision shall be affected
or rendered  invalid or  unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

         d) Binding Nature of Agreement.  This  Agreement  shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and assigns.

         e) Governing  Laws.  This  Agreement and all questions  relating to its
validity,  interpretation,  performance and enforcement shall be governed by and
construed in accordance  with the laws of the State of Arizona,  notwithstanding
any Arizona or other conflict-of-laws rules to the contrary.

         f) Advice of Counsel.  Each party  acknowledges  that he , she or it is
entitled to and has been afforded the opportunity to consult with counsel of the
party's  choice  regarding  the  terms,  conditions,  and legal  effects of this
Agreement  and  all  Exhibits  thereto  and to  evaluate  the  advisability  and
propriety  thereof and either  acknowledges  having done so or hereby waives any
right to such  representation  and any  right to raise or rely  upon the lack of
representation  or  effective  representation  in any  future  proceeding  or in
connection with any future claim.

         g) Notices.  All notices  required or permitted  to be given  hereunder
shall be in writing and shall either be delivered in person or sent by telegram,
telecopier or regular certified first class mail,  postage prepaid and deposited
with the United  States  Postal  Services,  properly  addressed to each party at
their  respective  addresses as  previously  exchanged by the parties or at such
other  address as a party  hereto may from time to time  notify the other  party
hereof.  Any such  notice  shall be  deemed to have  been  received,  if sent by
personal messenger or telegram or telecopier,  upon receipt of such address, and
if sent by mail upon the  expiration  of three (3) days after such notice  shall
have been deposited with the United States Postal Service.

         h) Publicity. No public announcement of the execution of this Agreement
or its  contents  shall be made by the  Shareholders  without the prior  written
consent of Unidyn.



                                        8





IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  as of the date first
appearing above.


UNIDYN CORP.                                                  KENNEY VENTURES



By _______________________                           By ________________________





NCS INVESTMENTS




By _______________________



                                        9





                                 NON COMPETITION
                                       AND
                            CONFIDENTIALITY AGREEMENT

                  This  Agreement  is entered into as of the 1st day of January,
2000, by and between UNIDYN CORP.  ("UNIDYN") and KENNEY VENTURES ("KENNEY") and
NCS INVESTMENTS ("NCS") (collectively referred to as "Shareholders").
                  In consideration of the execution and faithful  performance of
that certain Stock  Acquisition  Agreement and all Exhibits  attached thereto of
even date  herewith ("SA  Agreement")  by UNIDYN and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Shareholders hereby covenants and agrees as follows:
                  1.   Confidential   Information.    The   term   "Confidential
Information" shall mean all information, processes, methods, formulas, patterns,
business plans, business practices,  techniques, training and teaching plans and
materials,  programs, devices, drawings,  diagrams, charts, know-how and related
documentation,  customer lists,  price lists,  supplier lists,  marketing plans,
financial  information and all other compilations of information which relate to
the business of the Shareholders and of Avalon Manufacturing Co. ("AMC") AND all
trade secrets,  inventions,  devices, designs, apparatus,  machines,  practices,
processes,  products,  composition  of  materials or  improvements  of any kind,
whether or not  patentable  or  copyrightable,  AND all  revisions,  amendments,
improvements to or applications of any of the above, whether now in use or which
could be used by the  Shareholders  or AMC in the  future.  The  parties  hereby
acknowledge and agree that the definition of Confidential Information


                                       10





above  conforms to the Uniform Trade Secrets Act (ARS Section  44-401 et. seq.),
which is incorporated herein by this reference.
                  2. Non-Disclosure. The Shareholders and the Restricted Parties
(as  defined  below)  hereby  covenant  and  agree  that  they  shall  treat the
Confidential  Information as confidential  and shall refrain from disclosing the
Confidential Information, directly or indirectly or in any manner whatsoever, to
any third party.
                  3. Non  Competition/Non  Use. The  Shareholders,  on their own
behalf  and  on  behalf  of  any  legal  entities,  their  officers,  directors,
shareholders, employees, partners, members, advisors, agents and affiliates with
whom they  currently  have and in the  future  may have any  business  relations
("Restricted  Parties"),  hereby  covenant,  for a period  of 3 years,  that the
Shareholders  and the Restricted  Parties shall refrain from using,  directly or
indirectly,  for their own benefit or for the benefit of any third-parties,  any
of the  Confidential  Information,  or from competing in any manner with UNIDYN.
The term 'competing' shall include, but not be limited to utilizing or profiting
from, directly or indirectly or in any manner the Confidential  Information.  In
addition,  the  Shareholders  and the  Restricted  Parties  shall  refrain  from
contacting any of AMC's current or prospective customers, clients or employees.
                  4.  Permitted  Disclosure.   Notwithstanding  the  above,  the
Shareholders may disclose the Confidential  Information if under direct order of
any court or governmental authority having jurisdiction.
                  5.  Enforceability.  The Shareholders  hereby  acknowledge and
agree that this Agreement and the  restrictions  herein are fair and reasonable,
have been  negotiated  at arm's  length  and in good  faith,  with the advice of
counsel, and are appropriate under the


                                       11





circumstances,  especially in light of the consideration  paid and to be paid to
the  Shareholders,  and the  irreparable  harm which  UNIDYN  will suffer by any
violation  hereof during this  Agreement's  three year term. In the event of any
breach of this  Agreement,  UNIDYN  shall have the right to exercise  all of its
legal  rights and  remedies,  including  but not  limited to the right to obtain
injunctive relief,  without the requirement of posting a bond in support of such
injunctive  relief,  and, after  complying  with the notice and cure  provisions
contained  therein,  to suspend  payments  under SA Agreement  and to offset any
obligations of UNIDYN by the amount of damages,  including  attorney's  fees and
costs suffered by UNIDYN.  If any of the  provisions of this Agreement  shall be
determined  to be void or  unenforceable  by a Court of competent  jurisdiction,
such  determination  shall not effect any other provisions of this Agreement and
all such  other  provisions  shall  remain in full force and  effect.  It is the
intention  of the parties  hereto that if any  provisions  of this  Agreement is
capable of two  constructions  one of which would render the provision  void and
the other of which  would  render it valid  then the  provision  shall  have the
meaning  which  renders  it valid.  Any Court  finding  the term or scope of the
provisions of this Agreement to be  unenforceable,  is hereby  authorized by the
parties to reconstruct  such term in order to allow the intent of the parties as
reflected in this  Agreement to be carried out to its fullest extent and for the
maximum protection of UNIDYN.
                  6.  Successors  and  Assigns.  This  Agreement  is intended to
benefit and is binding on the successors and assigns of the  Shareholders and of
UNIDYN.
                  7. Governing Law and Attorneys'  Fees. This Agreement shall be
construed in  accordance  with and governed by the laws of the State of Arizona.
In the event either party brings an action or proceeding  against the other, the
prevailing party shall be entitled to its reasonable attorneys' fees and costs.


                                       12





                  8.  Advice of  Counsel.  Each  party  acknowledges  that it is
entitled to and has been  afforded the  opportunity  to consult legal counsel of
the party's  choice  regarding the terms,  conditions  and legal effects of this
Agreement  and to evaluate the  advisability  and  propriety  thereof and either
acknowledges having done so or hereby waives any right to representation and any
right  to  raise  or  rely  upon  the  lack  of   representation   or  effective
representation in any future proceeding and in connection with any future claim.
                  9. Entire Agreement.  This Agreement, and the SA Agreement and
Exhibits thereto which are being executed concurrently  herewith,  represent the
entire  Agreement  between  the  parties  and  there are no oral  agreements  or
representations  between  the  parties  which  are not  reflected  herein.  This
Agreement   supersedes   and   cancels  any  and  all   previous   negotiations,
arrangements, agreements, representations or understandings, if any, between the
parties.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first set forth above.

UNIDYN, CORP.                                        KENNEY VENTURES



By ________________________                 By:______________________________




NCS INVESTMENTS



By ________________________



                                       13





                                 PROMISSORY NOTE

$312,000.00                                                     Phoenix, Arizona
                                                                 January 1, 2000

                  FOR VALUE  RECEIVED,  the undersigned  UNIDYN CORP.  ("Maker")
promises  to pay to the  order of the  KENNEY  VENTURES,  or its  successors  or
assigns ("Holder"), at 616 East Southern Avenue, Suite 103, Mesa, Arizona 85204,
or at such other place as Holder may from time to time designate in writing, the
principal sum of Three  Hundred  Twelve  Thousand  Dollars  ($312,000.00),  plus
interest as hereinafter provided; principal, interest and all other sums payable
hereunder to be paid in lawful money of the United States of America as follows:

         Interest  shall  accrue from and after March 10, 2000 on the  principal
balance from time to time  outstanding  at the rate of twelve  percent (12%) per
annum.

         Unless the obligation represented hereby is prepaid as provided in this
Note, the entire unpaid principal  balance,  all accrued and unpaid interest and
all other amounts  payable  hereunder  shall be due and payable in full on March
10, 2000 (the "Maturity Date").

         Interest  shall be calculated on the basis of a 360-day year.  Per diem
interest  for any month shall be payable  based on the actual  number of days in
such month for which interest is charged.

                  Maker agrees to an effective rate of interest that is the rate
stated  above plus any  additional  rate of  interest  resulting  from any other
charges in the nature of  interest  paid or to be paid in  connection  with this
Note.  All  payments  on this Note shall be applied  first to the payment of any
costs,  fees or other  charges  incurred  in  connection  with the  indebtedness
evidenced  hereby,  next to the  payment  of  accrued  interest  and then to the
reduction of the principal balance.

Time is of the essence of this Note. At the option of Holder,  the entire unpaid
principal balance, all accrued and unpaid interest and all other amounts payable
hereunder  shall  become  immediately  due and payable  without  notice upon the
failure to pay any sum due and owing hereunder as provided herein (for more than
five (5) days after the occurrence of such failure).

                  Maker agrees to pay all costs,  expenses,  and attorneys' fees
incurred by Holder in any proceeding for collection of the debt evidenced hereby
in any  enforcement of this Note, or in any  litigation or  controversy  arising
from or connected with this Note. Such costs and attorneys' fees shall be set by
the court and not by jury,  shall be  included in any  judgment  obtained by the
Holder hereof.

                  This  Note  may be  prepaid  in full  without  payment  of any
premium at any time.



                                       14




                  Failure  of  the  Holder  to  exercise  any  right  or  option
hereunder shall not constitute a waiver of the right to exercise the same in the
event of any  subsequent  default or in the event of continuance of any existing
default after demand for strict performance hereof.

                  Holder, as used herein, shall include any later Holder of this
Note, except as otherwise  expressly  provided herein. All the provisions hereof
shall be  binding  upon and inure to the  benefit  of Maker and Holder and their
respective successors and assigns, except as otherwise provided.

                  Maker, sureties, guarantors and endorsers hereof: (a) agree to
be jointly and severally  bound,  (b) severally waive any homestead or exemption
right against the debt evidenced hereby, (c) severally waive demand,  diligence,
presentment for payment, protest and demand, and notice of extension,  dishonor,
protest,  demand and nonpayment of this Note, (d) consent that the Holder hereof
may extend the time of payment or  otherwise  modify the terms of payment of any
part or the whole of the debt  evidenced  by this  Note,  at the  request of any
other  person  primarily  liable  hereon,  and such  consent  shall not alter or
diminish the  liability of any other  person,  and (e) agree that the Holder may
setoff  at any  time  any  sums or  property  owed to any of them by the  Holder
hereof.

                  This  Note  shall be  construed  according  to the laws of the
State of Arizona.

                  IN WITNESS WHEREOF,  this Promissory Note has been executed as
of the date first written above.

                                            MAKER:

                                            UNIDYN CORP.




                                            By



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