Exhibit 10.5

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE  AGREEMENT  (together with the Schedules  hereto,  this
"AGREEMENT"),  effective  August  14th,  2002 is by and  among  Pride  of  Aspen
Associates,  LLC., an Idaho limited liability company ("BUYER"), and NECO Energy
Corporation, a Utah corporation ("COMPANY").  Intending to be legally bound, and
in consideration of the promises,  and the mutual  representations,  warranties,
covenants  and  agreements  contained  herein,  Buyer and Seller hereby agree as
follows:

                                    ARTICLE 1

                                     PARTIES

     1.1 BUYER.  Pride of Aspen  Associates,  LLC., an Idaho  limited  liability
company ("BUYER").

     1.2 COMPANY. NECO Energy Corporation,  a Utah corporation ("COMPANY").  The
Company  is  engaged  in  the  business  of   manufacturing   and  selling  high
concentration  photovoltaic  solar  generators  along  with  patented  dual-axis
tracking systems ("BUSINESS").

     1.3 SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and shall
inure  to  the  benefit  of the  parties  hereto  and  their  respective  heirs,
executors, administrators, personal representatives successors and assigns.

                                    ARTICLE 2

                                PURCHASE AND SALE

     2.1 PURCHASE AND SALE OF STOCK. At the Closing  described in Article 6, and
subject to the terms and  conditions of this  Agreement,  the Company  agrees to
sell,  transfer  and deliver to Buyer,  and Buyer  agrees to  purchase  and take
delivery  from the  Company  of up to five  hundred  thousand  (500,000)  shares
representing  2.47 percent of the issued and  outstanding  capital  stock of the
Company ("STOCK"), free and clear of all charges, claims, interests, conditions,
equitable interests,  liens,  options,  pledges,  security interests,  rights of
first refusal,  or restrictions of any kind,  including any restrictions on use,
voting,  transfer,  receipt of income,  or  exercise of any other  attribute  of
ownership  (collectively,  "ENCUMBRANCES").  Buyer  may  purchase  the  Stock in
increments of fifty thousand  (50,000)  shares with each monthly  payment of the
Purchase Price, as provided in Section 2.2.

     2.2 PURCHASE PRICE. At Closing,  the purchase price ("PURCHASE  PRICE") for
the Stock to be paid by Buyer to the Company pursuant to this Agreement shall be
two dollars ($2.00) per share, or one million  dollars  ($1,000,000.00)  for all
five hundred thousand shares.

     2.3 FORM OF PAYMENT.  The Purchase Price shall be paid as follows:  (a) the
sum of one  hundred  thousand  dollars  ($100,000.00)  upon  execution  of  this
Agreement, the receipt of which Seller hereby acknowledges;  and (b) the balance
of nine  hundred  thousand  dollars  ($900,000.00)  in nine  (9)  equal  monthly

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installments of one hundred thousand dollars ($100,000.00) commencing on Sept 1,
2002,  2002 and  continuing  on the 1st day of each  successive  calendar  month
through to and including June,  2003. With each payment of one hundred  thousand
dollars  ($100,000.00)  Buyer shall be entitled to ownership  of fifty  thousand
shares of the Stock.  Buyer shall have no  obligation to Company for any portion
of the Purchase Price not paid.

     2.4  ANTIDILUTION.  The  Purchase  Price is subject  to a weighted  average
adjustment  based on all  outstanding  shares of common and  preferred  stock to
reduce dilution in the event the Company issues  additional equity securities at
a price per share  less than  $2.00.  The  Purchase  Price is also  subject to a
proportional  adjustment for stock splits,  stock dividends,  recapitalizations,
and the like

                                    ARTICLE 3

            REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

          The Company  hereby  represents  and warrants to Buyer as follows,  it
being  understood  and  agreed  that  Buyer  is not or will not be  required  to
undertake any  independent  investigation  to determine the truth,  accuracy and
completeness of the  representations  and warranties made by the Company in this
Agreement and that no due diligence  investigation  undertaken by Buyer shall in
any way be deemed to  ascribe  any  knowledge  to Buyer  different  from,  or in
addition to, the following  representations  and warranties made to Buyer, or to
reduce, effect, or eliminate its complete reliance upon such representations and
warranties:

                    FINANCIAL REPRESENTATIONS AND WARRANTIES

     3.1  FINANCIAL  STATEMENTS.  Attached as SCHEDULE 3.1 are (i) the Company's
monthly  Statements of Revenue and Expenses from Dec 15th,  2002 to December 31,
2001;  (ii) the Company's  Statement of Income & Expense from January 1, 2002 to
April 30, 2002;  (iii) the Company's  Balance Sheet as of December 31, 2001; and
(iv) the  Company's  monthly  Statements of Revenue and Expenses from January 1,
2002 to June 30, 2002 (collectively the "COMPANY'S FINANCIAL  STATEMENTS").  The
Company's  Financial  Statements  (i) are  complete  and correct in all material
respects,  (ii) were prepared in the ordinary course of business on a cash basis
from the books and records of the  Company,  and (iii)  present  fairly,  in all
material  respects,  the  financial  position  of the  Company  as of the  dates
indicated.  The  Company's  Financial  Statements  do not  contain  any items of
special or  nonrecurring  income or any income not earned in the ordinary course
of business.  The Company has not used any improper  accounting Business for the
purpose of not reflecting or incorrectly  reflecting in the Company's  Financial
Statements  or  books  and  records  of  the  Company  any  properties,  assets,
liabilities, revenues or expenses relating to the Business.

     3.2 ABSENCE OF UNDISCLOSED LIABILITIES. Except as (i) disclosed on SCHEDULE
3.2 or the Company's  Financial  Statements,  or (ii) incurred by the Company in
the  ordinary  course of  operating  the  Business  since the latest date of the
Company's Financial  Statements,  there has not been any material adverse change
in the business, condition (financial or otherwise), the assets and liabilities,
properties  or  operations  of the  Company or the  Business  and,  there are no

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liabilities, whether absolute, accrued, contingent or otherwise, arising through
the ownership or operation of the Business which materially affect the operation
of the Business and, there is no basis for the assertion  against the Company or
the Business of any such liability.

     3.3 NO DEFAULT. Except as set forth in SCHEDULE 3.3, (i) the Company is not
in  default  under  the  terms  of  any  contract,  agreement,  lease,  license,
arrangement or understanding to which the Company is a party which relate to the
Business,  and which  default  will  result in any loss or damage to the Company
and/or the  Business,  nor has any  condition  or event  occurred  which,  after
notice,  the passage of time, or otherwise,  would constitute a default under or
breach of the terms of any such contract, agreement, lease, license, arrangement
or understanding,  and (ii) the Company is not aware of any condition that could
reasonably be expected to result in such a default.

     3.4 TAXES. Except as disclosed on SCHEDULE 3.4:

          3.4.1  Filing  Requirements.  All  returns,  reports,  and other forms
related  to Taxes (as  defined  below)  required  to be filed on or  before  the
Closing Date with respect to the Company or its predecessors in interest,  under
the laws of any jurisdiction,  domestic or foreign,  have been or will have been
filed prior to Closing, which returns, reports, and statements are true, correct
and  complete  in  all  material  respects,  and  all  taxes,  fees,  and  other
governmental  charges of any nature  whatsoever that were required to be paid in
connection  with such  returns,  reports,  and forms have been paid or will have
been paid prior to the Closing  and, no  penalties  or other  charges are due or
will become due with respect to the late filing of any such return,  report,  or
form.  All Taxes shown to be due on such returns,  reports,  and forms have been
paid and all other Taxes  otherwise  accruing and payable  prior to Closing will
have been paid or  provided  for.  Attached  as SCHEDULE  3.4 are  complete  and
correct  copies of the federal tax and state tax returns of the Company,  and/or
its  predecessors in interest for the 2000 and 2001 tax years, as filed with the
Internal Revenue Service ("IRS") and/or any state taxing authority.

          3.4.2 No  Deficiency.  With  respect to any taxable  year ending on or
before 2001 or any other "open" year for which the IRS or other taxing authority
is not  precluded  from  assessing  a  deficiency:  (i) the Company has not been
notified that there is any  assessment  or proposed  assessment of deficiency or
additional tax with respect to the Company or its predecessors in interest,  and
(ii) there is no completed,  pending or,  threatened tax audit or  investigation
with respect to the Company or its predecessors in interest.  The Company is not
a  party  to  any  agreement,  contract,  or  arrangement  in  the  nature  of a
tax-sharing  agreement,  whether in writing or  otherwise.  No consent  has been
filed under Section 341(f) of the Internal Revenue Code of 1986, as amended (the
"Code") with respect to the Company or its predecessors in interest. The Company
is not required to include in income any  adjustment  pursuant to Section 481(a)
of the Code (or similar  provisions of other law or  regulations) in its current
or in any future taxable period by reason of a change in accounting  method. The
Company is not a party to any agreement,  contract,  or  arrangement  that would
result in the payment of any "excess  parachute  payment"  within the meaning of
Section 280G of the Code.  The Company is not a party to any "safe harbor lease"
as defined in Section  168(f)(8) of the Code as in effect prior to the enactment
of the  Tax  Reform  Act of  1986,  and  none  of the  property  of the  Company
constitutes  tax-exempt  use property as defined in Section  168(h) of the Code.
None of the assets of the Company  secures  debt the interest on which is exempt
from tax pursuant to Section 103 of the Code.

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          3.4.3 Sufficient Funds Allocated.  The amounts  reflected for Taxes on
the balance sheet included in the Company's Financial Statements are and will be
sufficient  for the  payment of all known  unpaid  federal,  state,  local,  and
foreign  Taxes,  assessments,  and  deficiencies  for all  periods  prior to and
including the periods  covered in the Company's  Financial  Statements.  For the
purposes  of this  Agreement,  the terms  "Tax" and  "Taxes"  shall  include all
federal,  state,  local,  and  foreign  taxes,  assessments,   duties,  tariffs,
registration fees, and other governmental charges,  including without limitation
all income,  franchise,  property,  production,  sales, use,  payroll,  license,
windfall  profits,  severance,  withholding,  excise,  gross  receipts and other
taxes, as well as any interest,  additions or penalties relating thereto and any
interest in respect of such additions or penalties.

               ASSETS AND PROPERTY REPRESENTATIONS AND WARRANTIES

     3.5 CLEAR TITLE TO ASSETS. Except as set forth on SCHEDULE 3.5, the Company
has good and marketable  title to its assets and  properties,  free and clear of
all  mortgages,   pledges,  liens,  security  interests,   licenses,   equities,
conditional  sales  contracts,   charges,   claims,   encumbrances,   easements,
restrictions,  chattel  mortgages,  mortgages  or deeds of trust  (collectively,
"LIENS"),  with the  exception of Taxes not due and payable  which  constitute a
Lien.  Other  than in the  ordinary  course  of  business  consistent  with past
Business, the Company has not sold, assigned, moved or disposed of any assets or
properties used in the Business in contemplation  of the  transactions  provided
for herein.

     3.6  CONDITION OF TANGIBLE  ASSETS.  Set forth on SCHEDULE 3.6 is a list of
all equipment and other  tangible  personal  property  owned by or leased to the
Company  located  in or used in  connection  with  the  Business  (collectively,
"EQUIPMENT").  All of the  Equipment  and other  tangible  assets  identified on
SCHEDULE 3.6 are, in all material  respects,  in good  operating  condition  and
repair,  ordinary wear and tear excepted,  and are located at the Company.  Such
tangible  assets are suitable for the purposes used, and have been maintained in
accordance with good business and maintenance  Businesss.  There are no material
latent  defects in the  Equipment and other  tangible  assets listed in SCHEDULE
3.6.

     3.7 INVENTORIES.  The Company's inventory of automobiles,  supplies, parts,
tools and other  tangible  property  included  as  "inventory"  on the books and
records of the  Business as of  Closing,  including,  but not limited to,  those
items identified on SCHEDULE 3.7  ("INVENTORY"),  consists of items suitable and
merchantable for filling orders in the ordinary course of business and at normal
prices.  Such Inventory has been purchased,  handled and sold in accordance with
all applicable  governmental  laws and regulations,  whether  federal,  state or
local, including all Environmental Laws (as defined in SECTION 3.27).

     3.8 PERMITS AND  FRANCHISES.  Set forth on SCHEDULE 3.8 is a true,  correct
and  complete  list of all  licenses,  permits  and  accreditations  used in the
operation of the Business  (the  "PERMITS  AND  LICENSES").  The Company and its
employees  have all Permits  and  Franchises  necessary  for the  ownership  and
operation of the Business as presently conducted.

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                      STATUS REPRESENTATIONS AND WARRANTIES

     3.9  ORGANIZATION,  GOOD  STANDING  AND  QUALIFICATION.  The  Company  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Utah.  The Company has full  corporate  power and  authority  to
carry on its business as and where now conducted and to own or lease and operate
its properties at and where now owned,  leased or operated.  The Company is duly
qualified to do business and is in good standing in every  jurisdiction in which
the property owned, leased or operated by the Company, or the business conducted
by it, make such qualification necessary.

     3.10 CAPITALIZATION. Set forth on SCHEDULE 3.46 is a description of (i) the
authorized equity  securities of the Company,  (ii) the number and class or kind
of equity  securities  which are issued and  outstanding  (which such issued and
outstanding  securities  constitute the Company Stock) and (iii) a complete list
of the officers and  directors of the Company.  The Buyer will be on the Closing
Date the record and beneficial owner and holder of the Stock,  free and clear of
all  Encumbrances.  All of the  shares of Stock  have been duly  authorized  and
validly  issued and are fully paid and  nonassessable.  There are no agreements,
contracts,  obligations,  promises, or undertakings (whether written or oral and
whether express or implied) that are legally  binding  relating to the issuance,
sale, or transfer of any equity  securities or other  securities of the Company.
None of the Stock was issued in  violation  of the  Securities  Act of 1933,  as
amended (the  "SECURITIES  ACT"), or any applicable  state  securities laws. The
Company does not own, and has no contracts,  agreements or other arrangements to
acquire,  any  equity  securities  or other  securities  of any other  person or
entity,  or any direct or  indirect  equity or  ownership  interest in any other
business.

     3.11  AUTHORITY  TO  CONTRACT.  The Company  has the full right,  power and
authority to execute,  deliver and perform the terms of this  Agreement  and all
documents  and  agreements  necessary to give effect to the  provisions  of this
Agreement.  The execution,  delivery,  and consummation of this Agreement by the
Company was duly approved by the Board of Directors of the Company  according to
applicable  law  and the  articles  or  certificate  of  incorporation  (however
denominated)  and bylaws of the Company (the  "GOVERNING  DOCUMENTS").  Upon the
execution and delivery of this  Agreement by the Company,  (i) no further action
will be  necessary  to make this  Agreement  valid and binding  upon the Company
according to its terms,  and (ii) the Company  shall  deliver to Buyer copies of
resolutions  duly  authorized  by the directors of the Company  authorizing  the
execution and  performance of this Agreement and  designating  those officers of
the  Company  with  authority  to  execute  documents  in  connection  with this
transaction.

     3.12 NO LIMIT ON AUTHORITY.  The execution,  delivery,  and consummation of
this  Agreement by the Company will not, with the passage of time, the giving of
notice, or otherwise,  (i) cause the Company to be in violation or breach of any
law, regulation,  judgment,  administrative order, contract, agreement, or other
restriction to or by which either of them is subject or bound, or (ii) result in
the  acceleration or termination of any loan or security  agreement to which the
Company  is a party.  There  are no  restrictions  in the  Governing  Documents,
including  amendments  thereto,  corporate minutes, or share certificates of the
Company,  shareholder  agreements,   indentures,  credit  agreements,  or  other
agreements  or  arrangements  limiting the right or power of the Company to sell

                                      -5-
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the  Stock,  or the  right or power  of the  Company  to  consummate  the  other
transactions  contemplated  by this  Agreement.  No  approval  or consent of any
person,  firm, or other entity is required to be obtained by the Company for the
execution and delivery of this Agreement by the Company and  consummation of the
transactions contemplated hereby.

                    DISCLOSURE REPRESENTATIONS AND WARRANTIES

     3.13 MATERIAL MISSTATEMENT OR OMISSIONS. The Company has disclosed to Buyer
all facts material to the transactions  contemplated in this Agreement.  None of
the  information,  documents,  certificates  or  instruments  furnished or to be
furnished  by the Company or any of its  representatives,  to Buyer or to any of
its representatives in connection with this Agreement or otherwise in connection
with the transactions contemplated hereby is false or misleading in any material
respect  or  contain  any  material  misstatement  of fact or omit to state  any
material  facts  required  to be  stated  to make  the  statements  therein  not
misleading.  The  representations  and  warranties  made  herein are made by the
Company  with the  knowledge  and  expectation  that Buyer is  placing  reliance
thereon.  Whenever in this Agreement any representation or warranty with respect
to any fact or matter is made to "the Company's knowledge," or to "the knowledge
of the Company," or phrases of similar import,  such representation and warranty
shall be deemed to have been made to the actual best knowledge and belief of the
individiual  members of its Board of Directors  that could be  discovered in the
course of conducting a reasonably  comprehensive  investigation  concerning  the
existence of such fact or other matter.

                                    ARTICLE 4

                                     CLOSING

     4.1  CLOSING  AGENT.   The  Closing  Agent  for  this  Agreement  shall  be
__________.  Buyer and Company  shall each pay  one-half of the Closing  Agent's
costs and expenses related to this Agreement.

     4.2 TIME, DATE AND PLACE OF CLOSING. Closing shall be at the offices of the
Company's  legal counsel as soon as feasible  after  execution of this Agreement
(the  "CLOSING"),  to be  effective  as of  12:01  A.M.  on  Sept 1,  2002  (the
"EFFECTIVE  DATE").  At the  Closing,  Buyer  shall  pay the  Purchase  Price as
provided in this Agreement and the Company shall take or shall cause to be taken
all the  actions as may be  required  to put Buyer into full  possession  of the
Stock.

     4.3 DOCUMENTS  DELIVERED AT AND AFTER CLOSING.  Buyer and the Company shall
deliver all documents as may be required to effect the transactions contemplated
by this Agreement. At any time after Closing, Buyer shall execute,  acknowledge,
and deliver any further assignments, conveyances and other assurances, documents
and instruments of transfer  reasonably  requested by the other,  and shall take
any other action consistent with the terms of this Agreement that may reasonably
be  requested  by the  other  for the  purpose  of  effecting  the  transactions
contemplated by this Agreement.

     4.4 ATTORNEYS'  FEES AND COSTS.  If a dispute shall arise as to whether any
party is in default under this Agreement,  the prevailing party shall be awarded
reasonable  attorneys'  fees  and  costs  in any  suit,  action  or  proceeding,

                                      -6-
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including trial,  arbitration,  mediation,  or appeal,  as awarded by the court,
arbiter or mediator.

     4.5 RIGHTS CUMULATIVE.  Except as expressly provided in this Agreement, and
to the extent  permitted by law, any remedies  described in this  Agreement  are
cumulative  and not  alternative  to any other  remedies  available at law or in
equity.

     4.6 NONWAIVER OF REMEDIES. The failure or neglect of a party to enforce any
remedy  available  by reason of the  failure  of the other  party to  observe or
perform a term or condition set forth in this  Agreement  shall not constitute a
waiver of the term or  condition.  A waiver by a party (i) shall not  affect any
term or condition  other than the one  specified  in the waiver,  and (ii) shall
waive  a  specified  term  or  condition  only  for  the  time  and in a  manner
specifically stated in the waiver.

     4.7  GOVERNING  LAW,  JURISDICTION,  AND  VENUE.  This  Agreement  shall be
governed  by Idaho law,  without  respect to its choice of law  provisions.  The
state and federal  courts of Idaho have  jurisdiction,  and venue for mediation,
litigation and all other proceedings shall be located in Blaine County, Idaho.

                                    ARTICLE 5

                            POST CLOSING OBLIGATIONS

     5.1 SEAT ON COMPANY  BOARD.  Following  the  Closing  Date,  Buyer shall be
entitled  to  designate  one  person  to be a member of the  Company's  Board of
Directors.  Company shall cause its existing  Board of Directors to nominate the
person designated by Buyer for election to the Board of Directors.

                                    ARTICLE 6

                               GENERAL PROVISIONS

     6.1 NOTICES. All notices and other  communications  ("NOTICES") required or
permitted  under  this  Agreement  (i) shall be in  writing,  and (ii)  shall be
addressed or delivered to the  following  addresses or at such other  address as
shall be given in writing by a party to the other party or parties:

          (a)  If to Buyer:        Post Office Box 3730,
                                   Ketchum, Idaho 83340

          (b)  If to Company:      5580 La Jolla Boulevard, Suite 506
                                   La Jolla, California 92037-7651

Notices which comply with the  provisions of this Section 6.1 shall be deemed to
have been  delivered  (i) upon the date of delivery if delivered in person or by
facsimile,  or (ii)  on the  date  of the  postmark  on the  return  receipt  if
deposited in the United  States  Mail,  with  postage  prepaid for  certified or
registered mail, return receipt requested.

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     6.2 INFORMATION DISCLOSED IN NEGOTIATIONS.  Prior to Closing, Buyer and its
affiliates,   members,  officers,  directors,  counsel,  accountants  and  other
representatives shall keep confidential and shall not disclose or use in any way
whatsoever, any information regarding the Company, its assets and properties, or
the   Business   disclosed  or  learned   during  the  course  of   discussions,
negotiations,  or investigations  relating to this Agreement or the transactions
contemplated hereby, whether prior to the date of this Agreement, on the date of
this  Agreement or  subsequent  to the date of this  Agreement,  and whether the
information was disclosed or learned  pursuant to this Section 6.2 or otherwise.
Subsequent to Closing, Buyer may use the information.  If this transaction shall
fail to close,  then Buyer shall return to the Company all  documents and copies
of documents  provided to Buyer by the Company,  and shall not retain any copies
of such information or disclose the same to any third party.

     6.3 PARTIES IN INTEREST.  Nothing in this Agreement,  whether  expressed or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the  parties  to it and their  respective
heirs,  executors,  administrators,  personal  representatives,  successors  and
assigns,  nor is anything in this Agreement intended to relieve or discharge the
obligations  or liability of any third  persons to any party to this  Agreement,
nor shall any  provision  give any third  persons  any right of  subrogation  or
action over or against any party to this Agreement.

     6.4 TIME OF THE  ESSENCE.  Time is of the essence  with respect to each and
every provision of, and the obligations to be performed under, this Agreement.

     6.5  ENTIRE  AGREEMENT.  This  Agreement  and the  accompanying  Disclosure
Schedules  (which  constitute  a  part  hereof  and  are  incorporated   herein)
constitute the entire,  completely  integrated  agreement  among the parties and
supersede all prior memoranda,  correspondence,  conversations and negotiations,
whether written or oral, between the parties.

     6.6 CONSTRUCTION.  The language in all parts of this Agreement shall in all
cases be construed as a whole  according to its fair meaning,  strictly  neither
for nor against any party hereto,  and without  implying a presumption  that the
terms thereof shall be more  strictly  construed  against one party by reason of
the rule of  construction  that a  document  is to be  construed  more  strictly
against the person who himself or through his agent  prepared the same, it being
agreed that  representatives  of the Buyer have  participated in the preparation
hereof.

     6.7 SEVERABILITY. The invalidity of any portion of this Agreement shall not
affect the validity of any other portion of this Agreement. If the invalidity or
unenforceability  is  due  to  the  unreasonableness  of  time  or  geographical
restrictions,  the  restrictions  shall be effective  for the period of time and
area as a court may determine to be reasonable.

     6.8 EFFECT OF HEADINGS. The headings of the various articles,  sections and
subsections  herein  are  inserted  merely  as a matter of  convenience  and for
reference  and shall not be  construed  as in any manner  defining,  limiting or
describing  the  scope  or  intent  of  the  particular  articles,  sections  or
subsections to which they refer,  or as affecting the meaning or construction of
the language in the body of such articles, sections or subsections.

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     6.9  ASSIGNMENT.  No  assignment  of this  Agreement  or of any  rights  or
obligations  hereunder  may  be  made  by  any  party  (by  operation  of law or
otherwise)  without the prior written  consent of the other party or party,  and
any attempted  assignment without such required consent shall be void; provided,
however,  that no such consent  shall be required by Buyer to assign part or all
of its  rights  under  this  Agreement  to one or  more  corporations  owned  or
controlled  by  Buyer,  or  after  the  Closing  to a third  party,  but no such
assignment  by  Buyer  of  its  rights  hereunder  shall  relieve  Buyer  of its
respective obligations under this Agreement to the Company.

     6.10  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the  undersigned  have executed  this Stock  Purchase
Agreement as of the dates set forth below.

                                     COMPANY:

                                     NECO Energy Corporation,
                                     a Utah corporation

                                     By:    /s/ Tor Ewald
                                            ------------------------------
                                     Name:  Tor Ewald
                                     Title: Secretary/Treasurer

Dated: August 14th, 2002


                                     BUYER:

                                     Pride of Aspen Associates, LLC.,
                                     an Idaho limited liability company

                                     By:    /s/ D. Rose
                                            ------------------------------
                                     Name:  D. Rose
                                     Title: Manager

Dated: August 14th, 2002

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