Exhibit 10.1

                      PLAN AND AGREEMENT OF REORGANIZATION

                                      AMONG

                            EMPS RESEARCH CORPORATOIN

                                       AND

                              CONDESA PACIFIC S.A.

                                       AND

                               THE SHAREHOLDERS OF

                              CONDESA PACIFIC S.A.

                             DATED DECEMBER 3, 2004




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                                TABLE OF CONTENTS



Plan and Agreement of Reorganization........................................3


Plan of Reorganization......................................................3

   Agreement................................................................3
      Section 1 - Transfer of Shares........................................3
      Section 2 - Issuance of Exchange Stock to CONDESA Shareholders........3
      Section 3 - Closing...................................................4
      Section 4 - Representations and Warranties by CONDESA and Certain
                  Shareholders..............................................6
      Section 5 - Representations and Warranties by EMPS RESEARCH..........10
      Section 6 - Access and Information...................................14
      Section 7 - Covenants of CONDESA and Certain Shareholders............14
      Section 8 - Covenants of EMPS RESEARCH...............................16
      Section 9 - Additional Covenants of the Parties......................17
      Section 10 - Survival of Representations, Warranties and Covenants...18
      Section 11 - Conditions Precedent to Obligations of Parties..........18
      Section 12 - Termination, Amendment, Waiver..........................21
      Section 13 - Miscellaneous...........................................21

Exhibit List...............................................................27

Schedule List..............................................................27

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                      PLAN AND AGREEMENT OF REORGANIZATION


         This Plan and Agreement of Reorganization ("Agreement") is entered into
as of this 3rd day of December 2004 by and between EMPS RESEARCH CORPORATION, a
Utah corporation ("EMPS RESEARCH"), and CONDESA PACIFIC S. A.., a British Virgin
Islands international business company ("CONDESA"), and those persons listed in
Exhibit A hereto, being all of the shareholders of CONDESA as of the date this
Agreement is executed.


                             PLAN OF REORGANIZATION

         The transaction contemplated by this Agreement is intended to be an
exchange of stock reorganization. EMPS RESEARCH will acquire 100% of CONDESA's
issued and outstanding common stock, (no par value) in exchange for 35,000,000
shares of EMPS RESEARCH's common stock, $.001 par value (the "Exchange Stock").
Upon the consummation of the exchange transaction and the issuance and transfer
of the Exchange Stock as set forth in Section 2 hereinbelow, CONDESA
Shareholders would hold ninety percent (90%) of the then-outstanding common
stock of EMPS RESEARCH representing a controlling interest in EMPS RESEARCH. The
Exchange Transaction will result in CONDESA becoming a wholly-owned subsidiary
of EMPS RESEARCH. Thereafter, EMPS RESEARCH would expect to change its name to
Bekem Metals, Inc., or some other corporate name similar thereto.


                                    AGREEMENT

                                    Section 1
                               Transfer of Shares

1.1      All shareholders of CONDESA (the "Shareholders" or the "CONDESA
         Shareholders"), as of the date of Closing as such term is defined in
         Section 3 herein (the "Closing" or the "Closing Date"), shall transfer,
         assign, convey and deliver to EMPS RESEARCH on the Closing Date,
         certificates representing one hundred percent (100%) of the CONDESA
         Stock. The transfer of the CONDESA Stock shall be made free and clear
         of all liens, mortgages, pledges, encumbrances or charges, whether
         disclosed or undisclosed, except as the CONDESA Shareholders and EMPS
         RESEARCH shall have otherwise agreed in writing.


                                    Section 2
               Issuance of Exchange Stock to CONDESA Shareholders

2.1      As consideration for the transfer, assignment, conveyance and delivery
         of the CONDESA Stock hereunder, EMPS RESEARCH shall, at the Closing
         issue to the CONDESA Shareholders, pro rata in accordance with each
         Shareholder's percentage ownership of CONDESA immediately prior to the
         Closing, certificates representing 35,000,000 shares of EMPS RESEARCH

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         Common Stock. The parties intend that the Exchange Shares being issued
         will be used to acquire all outstanding CONDESA Shares. To the extent
         that less than 100% of the CONDESA Stock is acquired, the number of
         shares issuable to those CONDESA Shareholders who have elected to
         participate in the exchange described in this Agreement (the
         "Exchange") shall decrease proportionately.

2.2      The issuance of the Exchange Stock shall be made free and clear of all
         liens, mortgages, pledges, encumbrances or charges, whether disclosed
         or undisclosed, except as the CONDESA Shareholders and EMPS RESEARCH
         shall have otherwise agreed in writing. As provided herein, and
         immediately prior to the Closing, EMPS RESEARCH shall have issued and
         outstanding: (i) not more than 3,888,888 shares of Common Stock; and
         (ii) shall have no preferred stock or other securities issued and
         outstanding.

2.3      None of the Exchange Stock issued to the CONDESA Shareholders, nor any
         of the CONDESA Stock transferred to EMPS RESEARCH hereunder shall, at
         the time of Closing, be registered under federal securities laws but,
         rather, shall be issued pursuant to an exemption therefrom and be
         considered "restricted stock" within the meaning of Rule 144
         promulgated under the Securities Act of 1933, as amended (the "Act").
         All of such shares shall bear a legend worded substantially as follows:

                  "The shares represented by this certificate have not been
                  registered under the Securities Act of 1933 (the "Act") and
                  are `restricted securities' as that term is defined in Rule
                  144 under the Act. The shares may not be offered for sale,
                  sold or otherwise transferred except pursuant to an exemption
                  from registration under the Act, the availability of which is
                  to be established to the satisfaction of the Company."

         The respective transfer agents of EMPS RESEARCH and CONDESA shall
         annotate their records to reflect the restrictions on transfer embodied
         in the legend set forth above. There shall be no requirement that EMPS
         RESEARCH register the Exchange Stock under the Act, nor shall CONDESA
         or the Shareholders be required to register any CONDESA Shares under
         the Act.


                                    Section 3
                                     Closing

3.1 Closing of Transaction. Subject to the fulfillment or waiver of the
conditions precedent set forth in Section 11 hereof, the Closing shall take
place on the Closing Date at the offices of, Poulton & Yordan, Attorneys at Law,
324 South 400 West, Salt Lake City, Utah 84101, at 10:00 A.M., local time, or at
such other time on the Closing Date as CONDESA and EMPS RESEARCH may mutually
agree in writing.

3.2 Closing Date. The Closing Date of the Exchange shall take place on a date
chosen by mutual agreement of CONDESA and EMPS RESEARCH within forty-five (45)
days from the date of this Agreement, or such later date upon which CONDESA and
EMPS RESEARCH may mutually agree in writing, or as extended pursuant to
subsection 12.1(b) hereinbelow.

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3.3 Deliveries at Closing.

         (a) CONDESA shall deliver or cause to be delivered to EMPS RESEARCH at
Closing:

                  (1)      certificates representing all shares, or an amount of
                           shares acceptable to EMPS RESEARCH, of the CONDESA
                           Stock as described in Section 1, each endorsed in
                           blank by the registered owner;

                  (2)      an agreement from each Shareholder surrendering his
                           or her shares agreeing to a restriction on the
                           transfer of the Exchange Stock as described in
                           Section 2 hereof;

                  (3)      a copy of a consent of CONDESA's board of directors
                           authorizing CONDESA to take the necessary steps
                           toward Closing the transaction described by this
                           Agreement in the form set forth in Exhibit B;

                  (4)      Certificates of Good Standing for CONDESA and its
                           Subsidairy issued not more than thirty (30) days
                           prior to Closing by the regulatory authorities of the
                           British Virgin Islands and Republic of Kazakhstan,
                           respectively;

                  (5)      an opinion of Mikhail Ioffe Esq., special counsel to
                           CONDESA, dated the Closing Date, in a form deemed
                           acceptable by EMPS RESEARCH and its counsel;

                  (6)      Articles of Incorporation and Bylaws of CONDESA and
                           its Subsidiary certified as of the Closing Date by
                           the President and Secretary of CONDESA;

                  (7)      such other documents, instruments or certificates as
                           shall be reasonably requested by EMPS RESEARCH or its
                           counsel.

         (b) EMPS RESEARCH shall deliver or cause to be delivered to CONDESA at
Closing:

                  (1)      a copy of a consent of EMPS RESEARCH's board of
                           directors authorizing EMPS RESEARCH to take the
                           necessary steps toward Closing the transaction
                           described by this Agreement in the form set forth in
                           Exhibit C;

                  (2)      a copy of a Certificate of Good Standing for EMPS
                           RESEARCH issued not more than ten (10) days prior to
                           Closing by the Secretary of State of Utah;

                  (3)      all of EMPS RESEARCH's corporate records;

                  (4)      stock certificate(s) or a computer listing from EMPS
                           RESEARCH's transfer agent representing the Exchange
                           Stock to be newly issued by EMPS RESEARCH under this

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                           Agreement, which certificates shall be in the names
                           of the appropriate CONDESA Shareholders, each in the
                           appropriate denomination as described in Section 2;

                  (5)      an opinion of Poulton & Yordan, Attorneys at Law,
                           counsel to EMPS RESEARCH, dated the Closing Date, in
                           a form deemed acceptable by CONDESA and its counsel;

                  (7)      Articles of Incorporation and Bylaws of EMPS RESEARCH
                           certified as of the Closing Date by the President and
                           Secretary of EMPS RESEARCH;

                  (8)      such other documents, instruments or certificates as
                           shall be reasonably requested by CONDESA or its
                           counsel.

3.4      Filings; Cooperation.

         (a)      Prior to the Closing, the parties shall proceed with due
                  diligence and in good faith to make such filings and take such
                  other actions as may be necessary to satisfy the conditions
                  precedent set forth in Section 11 below.

         (b)      On and after the Closing Date, EMPS RESEARCH, CONDESA and the
                  Shareholders set forth in Exhibit A shall, on request and
                  without further consideration, cooperate with one another by
                  furnishing or using their best efforts to cause others to
                  furnish any additional information and/or executing and
                  delivering or using their best efforts to cause others to
                  execute and deliver any additional documents and/or
                  instruments, and doing or using their best efforts to cause
                  others to do any and all such other things as may be
                  reasonably required by the parties or their counsel to
                  consummate or otherwise implement the transactions
                  contemplated by this Agreement.


                                    Section 4
       Representations and Warranties by CONDESA and Certain Shareholders

4.1      Subject to the schedule of exceptions, attached hereto and incorporated
         herein by this reference, (which schedules shall be acceptable to EMPS
         RESEARCH), CONDESA and those Shareholders listed on Exhibit A represent
         and warrant to EMPS RESEARCH as follows:

         (a)      Organization and Good Standing of CONDESA. The Articles of
                  Incorporation of CONDESA AND KAZNICKEL LLP, its subsidiary,
                  and all Amendments thereto as presently in effect, and the
                  Bylaws of CONDESA AND KAZNICKEL, as presently in effect,
                  certified by the President and Secretary of CONDESA AND
                  KAZNICKEL, respectively, have been delivered to EMPS RESEARCH
                  and are complete and correct and since the date of such
                  delivery, there has been no amendment, modification or other
                  change thereto.

         (b)      Capitalization. CONDESA's authorized capital stock is 50,000
                  shares of $1.00 par value Common Stock (defined as "CONDESA
                  Common Stock"), of which 50,000 shares are issued and

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                  outstanding prior to the Closing Date, and held of record by
                  approximately seven (7) persons, who are currently not
                  residents of the United States. All of such outstanding shares
                  are validly issued, fully paid and non-assessable. There are
                  no outstanding options and warrants for Condesa Common Stock.
                  All securities issued by CONDESA as of the date of this
                  Agreement have been issued in compliance with all applicable
                  securities laws. Except as set forth in Schedule 4.1(b), no
                  other equity securities or debt obligations of CONDESA are
                  authorized, issued or outstanding.

         (c)      Subsidiaries. Other than KAZNICKEL LLP, and as set forth in
                  Schedule 4.1 (c), CONDESA has no subsidiaries and no other
                  investments, directly or indirectly, or other financial
                  interest in any other corporation or business organization,
                  joint venture or partnership of any kind whatsoever.

         (d)      Financial Statements. CONDESA will deliver to EMPS RESEARCH,
                  prior to Closing, a copy of Condesa's unaudited financial
                  statements for the nine (9) months ended November 30, 2004,
                  which will be true and complete and will have been prepared in
                  conformity with generally accepted accounting principles and
                  within 90 days of the date of this Agreement, audited
                  financial statements for the fiscal year ended December 31,
                  2004 prepared in compliance with U.S. GAAP and GAAS. Other
                  than changes in the usual and ordinary conduct of the business
                  since November 30, 2004, there have been and, at the Closing
                  Date, there will be no material adverse changes in such
                  financial statements.

         (e)      Absence of Undisclosed Liabilities. Other than as set forth in
                  Schedule 4.1 (e), neither Condesa nor its subsidiaries has any
                  liabilities which are not adequately reflected or reserved
                  against in the CONDESA Financial Statements or otherwise
                  reflected in this Agreement and Condesa shall not have as of
                  the Closing Date, any liabilities (secured or unsecured and
                  whether accrued, absolute, direct, indirect or otherwise)
                  which were incurred after November 30, 2003, and would be
                  individually or in the aggregate, material to the results of
                  operations or financial condition of CONDESA as of the Closing
                  Date.

         (f)      Litigation. Except as disclosed in Schedule 4.1(f), there are
                  no outstanding orders, judgments, injunctions, awards or
                  decrees of any court, governmental or regulatory body or
                  arbitration tribunal against CONDESA or its subsidiary or its
                  properties. Except as disclosed in Schedule 4.1(f), there are
                  no actions, suits or proceedings pending, or, to the knowledge
                  of CONDESA, threatened against or affecting CONDESA or its
                  affiliated companies, any of its officers or directors
                  relating to their positions as such, or any of its properties,
                  at law or in equity, or before or by any federal, state,
                  municipal or other governmental department, commission, board,
                  bureau, agency or instrumentality, domestic or foreign, in
                  connection with the business, operations or affairs of CONDESA
                  or its affiliated company which might result in any material
                  adverse change in the operations or financial condition of
                  CONDESA, or which might prevent or materially impede the
                  consummation of the transactions under this Agreement.

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         (g)      Compliance with Laws. To the best of its knowledge, the
                  operations and affairs of CONDESA and its affiliated companies
                  do not violate any law, ordinance, rule or regulation
                  currently in effect, or any order, writ, injunction or decree
                  of any court or governmental agency, the violation of which
                  would substantially and adversely affect the business,
                  financial conditions or operations of such affiliated company
                  or CONDESA .

         (h)      Absence of Certain Changes. Except as set forth in Schedule
                  4.1(h), or otherwise disclosed in writing to EMPS RESEARCH,
                  since November 30, 2003,

                  (i)      CONDESA has not entered into any material
                           transaction;

                  (ii)     there has been no change in the condition (financial
                           or otherwise), business, property, prospects, assets
                           or liabilities of CONDESA as shown on the CONDESA
                           Financial Statement, other than changes that both
                           individually and in the aggregate do not have a
                           consequence that is materially adverse to such
                           condition, business, property, prospects, assets or
                           liabilities;

                  (iii)    there has been no damage to, destruction of or loss
                           of any of the properties or assets of CONDESA
                           (whether or not covered by insurance) materially and
                           adversely affecting the condition (financial or
                           otherwise), business, property, prospects, assets or
                           liabilities of CONDESA;

                  (iv)     CONDESA has not declared, or paid any dividend or
                           made any distribution on its capital stock, redeemed,
                           purchased or otherwise acquired any of its capital
                           stock, granted any options to purchase shares of its
                           stock, or issued any shares of its capital stock
                           except in conjunction with the private placement
                           described in Schedule 4.1(h);

                  (v)      there has been no material change, except in the
                           ordinary course of business, in the contingent
                           obligations of CONDESA by way of guaranty,
                           endorsement, indemnity, warranty or otherwise;

                  (vi)     there have been no loans made by CONDESA to its
                           employees, officers or directors;

                  (vii)    there has been no waiver or compromise by CONDESA of
                           a valuable right or of a material debt owed to it;

                  (viii)   there has been no extraordinary increase in the
                           compensation of any of CONDESA's employees;

                  (ix)     there has been no agreement or commitment by CONDESA
                           to do or perform any of the acts described in this
                           Section 4.1(h); and

                  (x)      there has been no other event or condition of any
                           character, which might reasonably be expected either
                           to result in a material and adverse change in the
                           condition (financial or otherwise), business,
                           property, prospects, assets or liabilities of CONDESA
                           or to impair materially the ability of CONDESA to
                           conduct the business now being conducted.

         (i)      Employees. There are, except as disclosed in Schedule 4.1(i),
                  no collective bargaining, bonus, profit sharing, compensation,
                  or other plans, agreements or arrangements between CONDESA and
                  any of its directors, officers or employees and there is no
                  employment, consulting, severance or indemnification

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                  arrangements, agreements or understandings between CONDESA on
                  the one hand, and any current or former directors, officers or
                  employees of CONDESA on the other hand.

         (j)      Assets. All of the assets reflected on the November 30, 2003,
                  CONDESA Financial Statements or acquired and held as of the
                  Closing Date, will be owned by CONDESA on the Closing Date.
                  Except as set forth in Schedule 4.1(j), CONDESA owns outright
                  and has good and marketable title, or holds valid and
                  enforceable leases, to all of such assets. None of CONDESA's
                  equipment used by CONDESA in connection with its business has
                  any material defects and all of them are in all material
                  respects in good operating condition and repair, and are
                  adequate for the uses to which they are being put; none of
                  CONDESA's equipment is in need of maintenance or repairs,
                  except for ordinary, routine maintenance and repair. CONDESA
                  represents that, except to the extent disclosed in Schedule
                  4.1(j) to this Agreement or reserved against on its balance
                  sheet as of November 30, 2003, it is not aware of any accounts
                  and contracts receivable existing that in its judgment would
                  be uncollectible.

         (k)      Tax Matters. Other than as set forth in Schedule 4.1 (k), all
                  federal, foreign, state and local tax returns, reports and
                  information statements required to be filed by or with respect
                  to the activities of CONDESA and its subsidiary have been
                  timely filed. Since November 30, 2003, CONDESA has not
                  incurred any liability with respect to any federal, foreign,
                  state or local taxes except in the ordinary and regular course
                  of business. Such returns, reports and information statements
                  are true and correct in all material respects insofar as they
                  relate to the activities of CONDESA. On the date of this
                  Agreement, neither CONDESA nor its subsidiary is delinquent in
                  the payment of any such tax or assessment, and no deficiencies
                  for any amount of such tax have been proposed or assessed.

         (l)      Operating Authorities. To the best knowledge of CONDESA,
                  CONDESA and its subsidiary have all material operating
                  authorities, governmental certificates and licenses, permits,
                  authorizations and approvals ("Permits") required to conduct
                  its business as presently conducted or proposed to be
                  conducted. Such Permits are set forth on Schedule 4.1(l).
                  Since CONDESA's inception, there has not been any notice or
                  adverse development regarding such Permits; such Permits are
                  in full force and effect; no material violations are or have
                  been recorded in respect of any permit; and no proceeding is
                  pending or threatened to revoke or limit any Permit.

         (m)      Continuation of Key Management. To the best knowledge of
                  CONDESA, all key management personnel of CONDESA intend to
                  continue their employment with CONDESA after the Closing.

         (n)      Books and Records. The books and records of CONDESA and its
                  subsidiary are complete and correct, are maintained in
                  accordance with good business practice and accurately present
                  and reflect, in all material respects, all of the transactions
                  therein described, and there have been no transactions
                  involving CONDESA or its subsidiary which properly should have
                  been set forth therein and which have not been accurately so
                  set forth.

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         (o)      Authority to Execute Agreement. The Board of Directors of
                  CONDESA, pursuant to the power and authority legally vested in
                  it, has duly authorized the execution and delivery by CONDESA
                  of this Agreement, and has duly authorized each of the
                  transactions hereby contemplated. CONDESA has the power and
                  authority to execute and deliver this Agreement, to consummate
                  the transactions hereby contemplated and to take all other
                  actions required to be taken by it pursuant to the provisions
                  hereof. CONDESA has taken all actions required by law, its
                  Articles of Incorporation, as amended, or otherwise to
                  authorize the execution and delivery of this Agreement. This
                  Agreement is valid and binding upon CONDESA and those
                  Shareholders listed in Exhibit A hereto in accordance with its
                  terms. Neither the execution and delivery of this Agreement
                  nor the consummation of the transactions contemplated hereby
                  will constitute a violation or breach of the Articles of
                  Incorporation, as amended, or the Bylaws, as amended, of
                  CONDESA, or any agreement, stipulation, order, writ,
                  injunction, decree, law, rule or regulation applicable to
                  CONDESA.

         (p)      Finder's Fees. CONDESA is not, and on the Closing Date will
                  not be liable or obligated to pay any finder's, agent's or
                  broker's fee arising out of or in connection with this
                  Agreement or the transactions contemplated by this Agreement.

4.2      Disclosure. At the date of this Agreement, CONDESA and those
         Shareholders listed in Exhibit A have, and at the Closing Date they
         will have, disclosed all events, conditions and facts materially
         affecting the business and prospects of CONDESA. CONDESA and such
         Shareholders have not now and will not have at the Closing Date,
         withheld knowledge of any such events, conditions or facts which they
         know, or have reasonable grounds to know, may materially affect
         CONDESA's business and prospects. Neither this Agreement nor any
         certificate, exhibit, schedule or other written document or statement,
         furnished to EMPS RESEARCH by CONDESA and/or by such Shareholders in
         connection with the transactions contemplated by this Agreement
         contains or will contain any untrue statement of a material fact or
         omits or will omit to state a material fact necessary to be stated in
         order to make the statements contained herein or therein not
         misleading.


                                    Section 5
                 Representations and Warranties by EMPS RESEARCH

5.1      Subject to the schedule of exceptions, attached hereto and incorporated
         herein by this reference, (which schedules shall be acceptable to
         CONDESA), EMPS RESEARCH represents and warrants to CONDESA and those
         Shareholders listed in Exhibit A as follows:

         (a)      Organization and Good Standing. EMPS RESEARCH is currently a
                  corporation duly organized, validly existing and in good
                  standing under the laws of the State of Utah and has full
                  corporate power and authority to own or lease its properties
                  and to carry on its business as now being conducted and as
                  proposed to be conducted. EMPS RESEARCH is qualified to
                  conduct business as a foreign corporation in no other
                  jurisdiction, and the failure to so qualify in any other

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                  jurisdiction does not materially, adversely affect the ability
                  of EMPS RESEARCH to carry on its business as most recently
                  conducted. The Articles of Incorporation of EMPS Research and
                  all amendments thereto as presently in effect, certified by
                  the Secretary of State of Utah, and the Bylaws of EMPS
                  RESEARCH as presently in effect, certified by the President
                  and Secretary of EMPS RESEARCH, have been delivered to CONDESA
                  and are complete and correct and since the date of such
                  delivery, there has been no amendment, modification or other
                  change thereto.

         (b)      Capitalization. EMPS RESEARCH's authorized capital stock
                  consists of 50,000,000 shares of $.001 par value Common stock
                  (defined above as "EMPS RESEARCH Common Stock"), of which not
                  more than 3,888,888 will be issued and outstanding, prior to
                  Closing Date and held of record by approximately 150
                  shareholders. Except as set forth in Schedule 5.1(b), no other
                  equity securities or debt obligations of EMPS RESEARCH are
                  authorized, issued or outstanding and as of the Closing, there
                  will be no other outstanding options, warrants, agreements,
                  contracts, calls, commitments or demands of any character,
                  preemptive or otherwise, other than this Agreement, relating
                  to any of the EMPS RESEARCH Common Stock, and there will be no
                  outstanding security of any kind convertible into EMPS
                  RESEARCH Common Stock. The shares of EMPS RESEARCH Common
                  Stock are free and clear of all liens, charges, claims,
                  pledges, restrictions and encumbrances whatsoever of any kind
                  or nature that would inhibit, prevent or otherwise interfere
                  with the transactions contemplated hereby. All of the
                  outstanding EMPS RESEARCH Common Stock are validly issued,
                  fully paid and nonassessable and there are no voting trust
                  agreements or other contracts, agreements or arrangements
                  restricting or affecting voting or dividend rights or
                  transferability with respect to the outstanding shares of EMPS
                  RESEARCH Common Stock.

         (c)      Issuance of Exchange Stock. All of the EMPS RESEARCH Common
                  Stock to be issued to or transferred to CONDESA Shareholders
                  pursuant to this Agreement, when issued, transferred and
                  delivered as provided herein, will be duly authorized, validly
                  issued, fully paid and nonassessable, and will be free and
                  clear of all liens, charges, claims, pledges, restrictions and
                  encumbrances whatsoever of any kind or nature, except those
                  restrictions imposed by State or Federal corporate and
                  securities regulations.

         (d)      Shareholder Approval. EMPS RESEARCH will not be required to
                  obtain any approval of the transaction set forth in this
                  Agreement by its shareholders under the laws of the State of
                  Utah.

         (e)      No Violation. Neither the execution and delivery of this
                  Agreement nor the consummation of the transactions
                  contemplated hereby nor compliance by EMPS RESEARCH with any
                  of the provisions hereof will:

                  (1)      violate or conflict with, or result in a breach of
                           any provisions of, or constitute a default ( or an
                           event which, with notice or lapse of time or both,
                           would constitute a default) under, any of the terms,
                           conditions or provisions of the Articles of
                           Incorporation or Bylaws of EMPS RESEARCH or any note,
                           bond, mortgage, indenture, deed of trust, license,

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                           agreement or other instrument to which EMPS RESEARCH
                           is a party, or by which it or its properties or
                           assets may be bound or affected; or

                  (2)      violate any order, writ, injunction or decree, or any
                           statute, rule, permit, or regulation applicable to
                           EMPS RESEARCH or any of its properties or assets.

         (f)      Subsidiaries. Except as set forth in Schedule 5.1 (f), EMPS
                  RESEARCH has no subsidiaries and no investments, directly or
                  indirectly, or other financial interest in any other
                  corporation or business organization, joint venture or
                  partnership of any kind whatsoever.

         (g)      Financial Statements. EMPS RESEARCH will deliver to CONDESA
                  prior to Closing, copies of all of EMPS RESEARCH's audited
                  financial statements for the period ended December 31, 2003
                  and unaudited financial statements through September 30, 2004,
                  all of which are true and complete and have been prepared in
                  accordance with generally accepted accounting principles.

         (h)      SEC Filings. EMPS RESEARCH will deliver to CONDESA prior to
                  Closing, copies of all of EMPS RESEARCH's recent filings made
                  with the Securities and Exchange Commission ("SEC" including
                  Forms 10-KSB and 10-QSB and any proxy material).

         (i)      Absence of Certain Changes. Since November 30, 2004 there has
                  been no material change in EMPS RESEARCH's financial
                  conditions, assets or liabilities, except as set forth in
                  Schedule 5.1(i).

         (j)      Absence of Undisclosed Liabilities. Except as disclosed in
                  EMPS RESEARCH's Financial Statements, EMPS RESEARCH did not
                  have, as of the Closing Date, any liabilities (secured or
                  unsecured and whether accrued, absolute, direct, indirect or
                  otherwise) which were incurred after September 30, 2004, and
                  would be individually or in the aggregate, material to the
                  results of operation or financial condition of EMPS RESEARCH.

         (k)      Litigation. There are no outstanding orders, judgments,
                  injunctions, awards or decrees of any court, governmental or
                  regulatory body or arbitration tribunal against EMPS RESEARCH
                  or its properties. There are no actions, suits or proceedings
                  pending, or, to the knowledge of EMPS RESEARCH, threatened
                  against or relating to EMPS RESEARCH. EMPS RESEARCH is not,
                  and on the Closing Date will not be, in default under or with
                  respect to any judgment, order, writ, injunction or decree of
                  any court or of any federal, state, municipal or other
                  governmental authority, department, commission, board, agency
                  or other instrumentality; and EMPS RESEARCH has, and on the
                  Closing Date will have, complied in all material respects with
                  all laws, rules, regulations and orders applicable to it, if
                  any.

         (l)      Contracts. EMPS RESEARCH is not a party to any written or oral
                  commitment for capital expenditures except as contemplated by
                  this Agreement. EMPS RESEARCH is not a party to, nor is its
                  property bound by any written or oral, express or implied,
                  agreement, contract or other contractual obligation including,
                  without limitation, any real or personal property leases, any

                                       12
<PAGE>

                  employment agreements, any consulting agreements any personal
                  services agreements or any other agreements that require EMPS
                  RESEARCH to pay any money or deliver any assets or services.
                  EMPS RESEARCH has in all material respects performed all
                  obligations required to be performed by it to date and is not
                  in default in any material respect under any agreements or
                  other documents to which it was a party.

         (m)      Tax Matters. Except as set forth in Schedule 5.1(m), all
                  federal, foreign, state and local tax returns, reports and
                  information statements required to be filed by or with respect
                  to the activities of EMPS RESEARCH have been filed for all the
                  years and periods for which such returns and statements were
                  due, including extensions thereof. Since September 30, 2004
                  EMPS RESEARCH has not incurred any liability with respect to
                  any federal, foreign, state or local taxes except in the
                  ordinary and regular course of business. Such returns, reports
                  and information statements are true and correct in all
                  material respects insofar as they relate to the activities of
                  EMPS RESEARCH. On the date of this Agreement, EMPS RESEARCH is
                  not delinquent in the payment of any such tax or assessment,
                  and no deficiencies for any amount of such tax have been
                  proposed or assessed. Any tax sharing agreement among or
                  between EMPS RESEARCH and any affiliate thereof shall be
                  terminated as of the Closing Date.

         (n)      Authority to Execute Agreement. The Board of Directors of EMPS
                  RESEARCH, pursuant to the power and authority legally vested
                  in it, has duly authorized the execution and delivery by EMPS
                  RESEARCH of this Agreement and the Exchange Stock, and has
                  duly authorized each of the transactions hereby contemplated.
                  EMPS RESEARCH has the power and authority to execute and
                  deliver this Agreement, to consummate the transactions hereby
                  contemplated and to take all other actions required to be
                  taken by it pursuant to the provisions hereof. EMPS RESEARCH
                  has taken all the actions required by law, its Certificate of
                  Incorporation, as amended, its Bylaws, as amended, applicable
                  state law or otherwise to authorize the execution and delivery
                  of the Exchange Stock pursuant to the provisions hereof. This
                  Agreement is valid and binding upon EMPS RESEARCH in
                  accordance with its terms.

         (o)      Finder's Fees. EMPS RESEARCH is not, and on the Closing Date,
                  will not be liable or obligated to pay any finder's, agent's
                  or broker's fee arising out of or in connection with this
                  Agreement or the transactions contemplated by this Agreement.

         (p)      Books and Records. The books and records of EMPS RESEARCH are
                  complete and correct, are maintained in accordance with good
                  business practice and accurately present and reflect in all
                  material respects, all of the transactions therein described
                  and there have been no transactions involving EMPS RESEARCH
                  which properly should have been set forth therein and which
                  have not been accurately so set forth.

                                       13
<PAGE>

5.2      Disclosure. EMPS RESEARCH has and at the Closing Date it will have,
         disclosed all events, conditions and facts materially affecting the
         business and prospects of EMPS RESEARCH. EMPS RESEARCH has not now and
         will not have at the Closing Date, withheld knowledge of any such
         events, conditions and facts which it knows, or has reasonable grounds
         to know, may materially affect EMPS RESEARCH's business and prospects.
         Neither this Agreement, nor any certificate, exhibit, schedule or other
         written document or statement, furnished to CONDESA or the CONDESA
         Shareholders by EMPS RESEARCH in connection with the transactions
         contemplated by this Agreement contains or will contain any untrue
         statement of a material fact or omits or will omit to state a material
         fact necessary to be stated in order to make the statements contained
         herein or therein not misleading.


                                    Section 6
                             Access and Information

6.1      As to CONDESA. Subject to the protections provided by subsection 9.4
         herein, CONDESA shall give to EMPS RESEARCH and to EMPS RESEARCH's
         counsel, accountants and other representatives full access during
         normal business hours throughout the period prior to the Closing, to
         all of CONDESA's properties, books, contracts, commitments, and
         records, including information concerning products and customer base,
         and patents held by, or assigned to, CONDESA, and furnish EMPS RESEARCH
         during such period with all such information concerning CONDESA's
         affairs as EMPS RESEARCH reasonably may request.

6.2      As to EMPS RESEARCH. Subject to the protections provided by subsection
         9.4 herein, EMPS RESEARCH shall give to CONDESA, the CONDESA
         Shareholders and their counsel, accountants and other representatives,
         full access, during normal business hours throughout the period prior
         to the Closing, to all of EMPS Research's properties, books, contracts,
         commitments, and records, if any, and shall furnish CONDESA and the
         CONDESA Shareholders during such period with all such information
         concerning EMPS RESEARCH's affairs as CONDESA and the CONDESA
         Shareholders reasonably may request.


                                    Section 7
                  Covenants of CONDESA and Certain Shareholders

7.1      No Solicitation. For a period of forty-five (45) days from the date of
         this Agreement, CONDESA and those Shareholders listed on Exhibit A, to
         the extent within each Shareholder's control, will use their best
         efforts to cause its officers, employees, agents and representatives
         not, directly or indirectly, to solicit, encourage, or initiate any
         discussions with, or indirectly to solicit, encourage, or initiate any
         discussions with, to, any person or entity other than EMPS RESEARCH and
         its officers, employees, and agents, concerning any merger, sale of
         substantial assets, or similar transaction involving CONDESA, or any
         sale of any of its capital stock or of the capital stock held by such
         Shareholders in excess of fifty percent (50%) of such Shareholder's
         current stock holdings except as otherwise disclosed in this Agreement.
         CONDESA will notify EMPS RESEARCH immediately upon receipt of an
         inquiry, offer, or proposal relating to any of the foregoing. None of

                                       14
<PAGE>

         the foregoing shall prohibit providing information to others in a
         manner in keeping with the ordinary conduct of CONDESA's business, or
         providing information to government authorities.

7.2      Conduct of Business Pending the Transaction. CONDESA and those
         Shareholders listed on Exhibit A, to the extent within each
         Shareholder's control, covenant and agree with EMPS RESEARCH that,
         prior to the consummation of the transaction called for by this
         Agreement, and Closing, or the termination of this Agreement pursuant
         to its terms, unless EMPS RESEARCH shall otherwise consent in writing,
         and except as otherwise contemplated by this Agreement, CONDESA and
         those Shareholders listed on Exhibit A, to the extent within each
         Shareholder's control, will comply with each of the following:

         (a)      Its business shall be conducted only in the ordinary and usual
                  course. CONDESA shall use reasonable efforts to keep intact
                  its business organization and good will, keep available the
                  services of its respective officers and employees, and
                  maintain good relations with suppliers, creditors, employees,
                  customers, and others having business or financial
                  relationships with it, and it shall immediately notify EMPS
                  RESEARCH of any event or occurrence which is material to, and
                  not in the ordinary and usual course of business of CONDESA.

         (b)      It shall not (i) amend its Articles of Incorporation or Bylaws
                  or (ii) split, combine, or reclassify any of its outstanding
                  securities, or declare, set aside, or pay any dividend or
                  other distribution on, or make or agree or commit to make any
                  exchange for or redemption of any such securities payable in
                  cash, stock or property.

         (c)      It shall not (i) issue or agree to issue any additional shares
                  of, or rights of any kind to acquire any shares of, its
                  capital stock of any class, or (ii) enter into any contract,
                  agreement, commitment, or arrangement with respect to any of
                  the foregoing, except as set forth in this Agreement.

         (d)      It shall not create, incur, or assume any long-term or
                  short-term indebtedness for money borrowed or make any capital
                  expenditures or commitment for capital expenditures, except in
                  the ordinary course of business and consistent with past
                  practice.

         (e)      It shall not (i) adopt, enter into, or amend any bonus, profit
                  sharing, compensation, stock option, warrant, pension,
                  retirement, deferred compensation, employment, severance,
                  termination or other employee benefit plan, agreement, trust
                  fund, or arrangement for the benefit or welfare of any
                  officer, director, or employee, or (ii) agree to any material
                  (in relation to historical compensation) increase in the
                  compensation payable or to become payable to, or any increase
                  in the contractual term of employment of, any officer,
                  director or employee except, with respect to employees who are
                  not officers or directors, in the ordinary course of business
                  in accordance with past practice, or with the written approval
                  of EMPS RESEARCH.

         (f)      It shall not sell lease, mortgage, encumber, or otherwise
                  dispose of or grant any interest in any of its assets or

                                       15
<PAGE>

                  properties except for: (i) sales, encumbrances, and other
                  dispositions or grants in the ordinary course of business and
                  consistent with past practice; (ii) liens for taxes not yet
                  due; (iii) liens or encumbrances that are not material in
                  amount or effect and do not impair the use of the property, or
                  (iv) as specifically provided for or permitted in this
                  Agreement.

         (g)      It shall not enter into any material agreement, commitment, or
                  understanding, whether in writing or otherwise, with respect
                  to any of the matters referred to in subparagraphs (a) through
                  (f) above.

         (h)      It will continue properly and promptly to file when due all
                  federal, state, local, foreign, and other tax returns,
                  reports, and declarations required to be filed by it, and will
                  pay, or make full and adequate provision for the payment of,
                  all taxes and governmental charges due from or payable by it.

         (i)      It will comply with all laws and regulations applicable to it
                  and its operations.


                                    Section 8
                           Covenants of EMPS RESEARCH

8.1      No Solicitation. For a period of forty-five (45) days from the date of
         this Agreement, EMPS RESEARCH will not discuss or negotiate with any
         other corporation, firm or other person or entertain or consider any
         inquiries or proposals relating to the possible disposition of its
         shares of capital stock, or its assets, and will conduct business only
         in the ordinary course. Notwithstanding the foregoing, EMPS RESEARCH
         shall be free to engage in activities mentioned in the preceding
         sentence, which are designed to further the mutual interests of the
         parties to this Agreement.

8.2      Conduct of EMPS RESEARCH Pending Closing. EMPS RESEARCH covenants and
         agrees with CONDESA that, prior to the consummation of the transactions
         called for by this Agreement, and Closing, or the termination of this
         Agreement pursuant to its terms, unless CONDESA shall otherwise consent
         in writing, and except as otherwise contemplated by this Agreement,
         EMPS RESEARCH will comply with each of the following.

         (a)      No change will be made in EMPS RESEARCH's Certificate of
                  Incorporation or Bylaws or in EMPS RESEARCH's authorized or
                  issued shares of stock, except as contemplated in this
                  Agreement or as may be first approved in writing by CONDESA.

         (b)      No dividends shall be declared, no stock options granted and
                  no employment agreements shall be entered into with officers
                  or directors in EMPS RESEARCH, except as may be first approved
                  in writing by CONDESA.

         (c)      It shall not (i) issue or agree to issue any additional shares
                  of, or rights of any kind to acquire any shares of, its
                  capital stock of any class, or (ii) enter into any contract,
                  agreement, commitment, or arrangement with respect to any of
                  the foregoing, except as set forth in this Agreement.

                                       16
<PAGE>

         (d)      It shall not create, incur, or assume any long-term or
                  short-term indebtedness for money borrowed or make any capital
                  expenditures or commitment for capital expenditures, except in
                  the ordinary course of business and consistent with past
                  practice.

         (e)      It shall not (i) adopt, enter into, or amend any bonus, profit
                  sharing, compensation, stock option, warrant, pension,
                  retirement, deferred compensation, employment, severance,
                  termination or other employee benefit plan, agreement, trust
                  fund, or arrangement for the benefit or welfare of any
                  officer, director, or employee, or (ii) agree to any material
                  (in relation to historical compensation) increase in the
                  compensation payable or to become payable to, or any increase
                  in the contractual term of employment of, any officer,
                  director or employee except, with respect to employees who are
                  not officers or directors, in the ordinary course of business
                  in accordance with past practice, or with the written approval
                  of EMPS RESEARCH.

         (f)      It shall not sell lease, mortgage, encumber, or otherwise
                  dispose of or grant any interest in any of its assets or
                  properties except for: (i) sales, encumbrances, and other
                  dispositions or grants in the ordinary course of business and
                  consistent with past practice; (ii) liens for taxes not yet
                  due; (iii) liens or encumbrances that are not material in
                  amount or effect and do not impair the use of the property, or
                  (iv) as specifically provided for or permitted in this
                  Agreement.

         (g)      It shall not enter into any material agreement, commitment, or
                  understanding, whether in writing or otherwise, with respect
                  to any of the matters referred to in subparagraphs (a) through
                  (f) above.

         (h)      It will continue properly and promptly to file when due all
                  federal, state, local, foreign, and other tax returns,
                  reports, and declarations required to be filed by it, and will
                  pay, or make full and adequate provision for the payment of,
                  all taxes and governmental charges due from or payable by it.

         (i)      It will comply with all laws and regulations applicable to it
                  and its operations.


                                    Section 9
                      Additional Covenants of the Parties

9.1      Cooperation. Both CONDESA and EMPS RESEARCH will cooperate with each
         other and their respective counsel, accountants and agents in carrying
         out the transaction contemplated by this Agreement, and in delivering
         all documents and instruments deemed reasonably necessary or useful by
         the other party. Furthermore, both CONDESA and EMPS RESEARCH shall
         collaborate on the preparation and dissemination of an offer, which the
         Board of Directors of CONDESA shall approve and recommend, to the
         CONDESA Stockholders, to exchange their outstanding shares of CONDESA
         Common Stock for shares of EMPS RESEARCH Common Stock.

                                       17
<PAGE>

9.2      Expenses. Each of the parties hereto shall pay all of its respective
         costs and expenses (including attorneys' and accountants' fees, costs
         and expenses) incurred in connection with this Agreement and the
         consummation of the transactions contemplated herein.

9.3      Publicity. Prior to the Closing, any written news releases or public
         disclosure by either party pertaining to this Agreement shall be
         submitted to the other party for its review and approval prior to such
         release or disclosure, provided, however, that (a) such approval shall
         not be unreasonably withheld, and (b) such review and approval shall
         not be required of disclosures required to comply, in the judgment of
         counsel, with federal or state securities or corporate laws or
         policies.

9.4      Confidentiality. While each party is obligated to provide access to and
         furnish information in accordance with Section 6 herein, it is
         understood and agreed that such disclosure and information subsequently
         obtained as a result of such disclosures are proprietary and
         confidential in nature. Each party agrees to hold such information in
         confidence and not to reveal any such information to any person who is
         not a party to this Agreement, or an officer, director or key employee
         thereof, and not to use the information obtained for any purpose other
         than assisting in its due diligence inquiry in conjunction with the
         transaction contemplated by this Agreement. Upon request of any party,
         a confidentiality agreement, acceptable to the disclosing party, will
         be executed by any person selected to receive such proprietary
         information, prior to receipt of such information.


                                   Section 10
              Survival of Representations, Warranties and Covenants

10.1 The representations, warranties and covenants of CONDESA and those
Shareholders listed in Exhibit A contained herein shall survive the execution
and delivery of this Agreement, the Closing and the consummation of the
transactions called for by this Agreement. The representations, warranties and
covenants of EMPS RESEARCH contained herein shall survive the execution and
delivery of this Agreement, the Closing and the consummation of the transactions
called for by this Agreement.


                                   Section 11
                 Conditions Precedent to Obligations of Parties

11.1     Conditions to Obligations of the Parties. The obligations of EMPS
         RESEARCH, CONDESA and those Shareholders listed in Exhibit A under this
         Agreement shall be subject to the fulfillment, on or prior to the
         Closing, of all conditions elsewhere herein set forth, including, but
         not limited to, receipt by the appropriate party of all deliveries
         required by Sections 4 and 5 herein, and fulfillment, prior to Closing,
         of each of the following conditions:

         (a)      All representations and warranties made by CONDESA
                  Shareholders listed in Exhibit A and EMPS RESEARCH in this
                  Agreement shall be true and correct in all material respects

                                       18
<PAGE>

                  on and as of the Closing Date with the same effect as if such
                  representations and warranties had been made on and as of the
                  Closing Date.

         (b)      CONDESA Shareholders listed in Exhibit A and EMPS RESEARCH
                  shall have performed or complied with all covenants,
                  agreements and conditions contained in this Agreement on their
                  part required to be performed or complied with at or prior to
                  the Closing.

         (c)      All material authorizations, consents or approvals of any and
                  all governmental regulatory authorities necessary in
                  connection with the consummation of the transactions
                  contemplated by this Agreement shall have been obtained and be
                  in full force and effect.

         (d)      The Closing shall not violate any permit or order, decree or
                  judgment of any court or governmental body having competent
                  jurisdiction and there shall not have been instituted any
                  legal or administrative action or proceeding to enjoin the
                  transaction contemplated hereby or seeking damages from any
                  party with respect thereto.

11.2     Conditions to Obligations of EMPS RESEARCH. The obligations of EMPS
         RESEARCH to consummate the transactions contemplated herein are subject
         to satisfaction (or waiver by it) of the following conditions:

         (a)      Each CONDESA Shareholder acquiring Exchange Stock will be
                  required, at Closing, to submit an agreement confirming that
                  all the Exchange Stock received will be acquired for
                  investment and not with a view to, or for sale in connection
                  with, any distribution thereof, and agreeing not to transfer
                  any of the Exchange Stock for a period of two years from the
                  date of the Closing, except for those transfers falling within
                  the exemption from registration under the Securities Act of
                  1933 and any applicable state securities laws, which transfers
                  do not constitute a public distribution of securities, and in
                  which the transferees execute an investment letter in form and
                  substance satisfactory to counsel for EMPS RESEARCH. The
                  foregoing provision shall not prohibit the registration of
                  those shares at any time following the Closing. Each CONDESA
                  Shareholder acquiring Exchange Stock will be required to
                  transfer to EMPS RESEARCH at the Closing his/her respective
                  CONDESA Shares, free and clear of all liens, mortgages,
                  pledges, encumbrances or changes, whether disclosed or
                  undisclosed.

         (b)      All schedules, prepared by CONDESA shall be current or updated
                  as necessary as of the Closing Date.

         (c)      Each party shall have received favorable opinions from the
                  other party's counsel on such matters in connection with the
                  transactions contemplated by this Agreement as are reasonable.

         (d)      If shareholders, who in the aggregate own five percent (5%) or
                  more of the CONDESA shares of Common Stock, dissent from the
                  proposed share exchange, or are unable or for any reason

                                       19
<PAGE>

                  refuse to transfer any or all of their CONDESA shares of
                  Common Stock to EMPS RESEARCH in accordance with Section 1 of
                  this Agreement, EMPS RESEARCH, at its option, may terminate
                  this Agreement.

         (e)      Each party shall have satisfied itself that since the date of
                  this Agreement the business of the other party has been
                  conducted in the ordinary course. In addition, each party
                  shall have satisfied itself that no withdrawals of cash or
                  other assets have been made and no indebtedness has been
                  incurred since the date of this Agreement, except in the
                  ordinary course of business or with respect to services
                  rendered or expenses incurred in connection with the Closing
                  of this Agreement, unless said withdrawals or indebtedness
                  were either authorized by the terms of this Agreement or
                  subsequently consented to in writing by the parties.

         (g)      Each party covenants that, to the best of its knowledge, it
                  has complied in all material respects with all applicable
                  laws, orders and regulations of federal, state, municipal
                  and/or other governments and/or any instrumentality thereof,
                  domestic or foreign, applicable to their assets, to the
                  business conducted by them and to the transactions
                  contemplated by this Agreement.

11.3     Conditions to Obligation of CONDESA and the CONDESA Shareholders. The
         obligations of CONDESA and the CONDESA Shareholders listed in Exhibit A
         to consummate the transactions contemplated herein are subject to
         satisfaction (or waiver by them) of the following conditions:

         (a)      EMPS RESEARCH shall have provided to CONDESA through September
                  30, 2004, all unaudited financial statements prepared in
                  accordance with generally accepted accounting principles by
                  independent accountants of EMPS RESEARCH. EMPS RESEARCH shall
                  also provide, as of a date within thirty days of Closing, an
                  update on any material change in the aforementioned financial
                  statements.

         (b)      Each party shall have granted to the other party (acting
                  through its management personnel, counsel, accountants or
                  other representatives designated by it) full opportunity to
                  examine its books and records, properties, plants and
                  equipment, proprietary rights and other instruments, rights
                  and papers of all kinds in accordance with Sections 4 and 5
                  hereof, and each party shall be satisfied to proceed with the
                  transactions contemplated by this Agreement upon completion of
                  such examination and investigation.

         (c)      EMPS RESEARCH and CONDESA shall agree to indemnify each other
                  party against any liability to any broker or finder to which
                  that party may become obligated.

         (d)      The Exchange shall be approved by the Board of Directors of
                  both CONDESA and EMPS RESEARCH. Furthermore, the Exchange
                  shall be approved by the shareholders of CONDESA and EMPS
                  RESEARCH, if deemed necessary or appropriate by counsel for
                  the same, within thirty (30) days following execution of this
                  Agreement. If such a meeting is deemed necessary, the
                  management of CONDESA and EMPS RESEARCH agree to recommend
                  approval to their respective Shareholders and to solicit
                  proxies in support of the same.

                                       20
<PAGE>

         (f)      CONDESA agrees, immediately following the Closing of this
                  Agreement, to use its best efforts to amend EMPS RESEARCH's
                  Certificate of Incorporation to change EMPS RESEARCH's name to
                  "Bekem Metals, Inc." or to a name that is substantially
                  similar.

         (g)      EMPS RESEARCH and CONDESA and their respective legal counsel
                  shall have received copies of all such certificates, opinions
                  and other documents and instruments as each party or its legal
                  counsel may reasonably request pursuant to this Agreement or
                  otherwise in connection with the consummation of the
                  transactions contemplated hereby, and all such certificates,
                  opinions and other documents and instruments received by each
                  party shall be reasonably satisfactory, in form and substance,
                  to each party and its legal counsel.

         (h)      Both CONDESA and EMPS RESEARCH shall have the right to waive
                  any or all of the conditions precedent to its obligations
                  hereunder not otherwise legally required; provided, however,
                  that no waiver by a party of any condition precedent to its
                  obligations hereunder shall constitute a waiver by such party
                  of any other condition.

         (i)      EMPS RESEARCH shall have obtained all necessary Blue Sky
                  approvals or exemptions for the issuance of the Exchange Stock
                  required prior to the Closing Date


                                   Section 12
                         Termination, Amendment, Waiver

12.1     This Agreement may be terminated at any time prior to the Closing, and
         the contemplated transactions abandoned, without liability to either
         party, except with respect to the obligations of EMPS RESEARCH, CONDESA
         and those CONDESA Shareholders listed in Exhibit A under Section 9.4
         hereof:

         (a)      By mutual agreement of EMPS RESEARCH and CONDESA;

         (b)      If the Closing (as defined in Section 3) has not have taken
                  place on or prior to January 31, 2005, this Agreement can be
                  terminated upon written notice given by EMPS RESEARCH or
                  CONDESA which is not in material default;

         (c)      By EMPS RESEARCH, if in its reasonable believe there has been
                  a material misrepresentation or breach of warranty on the part
                  of any Shareholder listed in Exhibit A in the representations
                  and warranties set forth in the Agreement.

         (d)      By CONDESA or a majority of those Shareholders listed in
                  Exhibit A (as measured by their equity interest) if, in the
                  reasonable belief of CONDESA or any such Shareholders, there
                  has been a material misrepresentation or breach of warranty on
                  the part of EMPS RESEARCH in the representations and
                  warranties set forth in the Agreement;

                                       21
<PAGE>

         (e)      By EMPS RESEARCH if, in its opinion or that of its counsel,
                  the Exchange does not qualify for exemption from registration
                  under applicable federal and state securities laws, or
                  qualification, if obtainable, cannot be accomplished in EMPS
                  RESEARCH's opinion or that of its counsel, without
                  unreasonable expense or effort;

         (f)      By EMPS RESEARCH or by a majority of those Shareholders listed
                  in Exhibit A (as measured by their equity interest) if either
                  party shall determine in its sole discretion that the Exchange
                  has become inadvisable or impracticable by reason of the
                  institution or threat by state, local or federal governmental
                  authorities or by any other person of material litigation or
                  proceedings against any party [it being understood and agreed
                  that a written request by a governmental authority for
                  information with respect to the Exchange, which information
                  could be used in connection with such litigation or
                  proceedings, may be deemed to be a threat of material
                  litigation or proceedings regardless of whether such request
                  is received before or after the signing of this Agreement];

         (g)      By EMPS RESEARCH if the business or assets or financial
                  condition of CONDESA, taken as a whole, have been materially
                  and adversely affected, whether by the institution of
                  litigation or by reason of changes or developments or in
                  operations in the ordinary course of business or otherwise;
                  or, by a majority of those Shareholders listed in Exhibit A
                  (as measured by their equity interest) if the business or
                  assets or financial condition of EMPS RESEARCH, taken as a
                  whole, have been materially and adversely affected, whether by
                  the institution of litigation or by reason of changes or
                  developments or in operations in the ordinary course of
                  business or otherwise;

         (h)      By EMPS RESEARCH if holders of five percent (5%) or more of
                  the CONDESA Shares fail to tender their stock at the Closing
                  of the Exchange;

         (i)      By EMPS RESEARCH or CONDESA if, in the opinion of EMPS
                  RESEARCH's independent accountants, it should appear that the
                  combined entity will not be auditable to SEC accounting
                  standards;

         (j)      By CONDESA if EMPS RESEARCH fails to perform material
                  conditions set forth in Sub-Section 11.1 and 11.3 herein;

         (k)      By CONDESA if examination of EMPS RESEARCH's books and records
                  pursuant to Section 5 herein uncovers a material deficiency;

         (l)      By EMPS RESEARCH if CONDESA fails to perform material
                  conditions set forth in Sub-Section 11.1 and 11.2 herein; and

         (m)      By EMPS RESEARCH if examination of CONDESA's books and records
                  pursuant to Section 4 herein uncovers a material deficiency.

12.2     No modification or amendment of any provision of this Agreement shall
         be effective unless specifically made in writing and duly signed by the
         party to be bound.

                                       22
<PAGE>

                                   Section 13
                                  Miscellaneous

13.1     Entire Agreement. This Agreement (including the Exhibits and Schedules
         hereto) contains the entire agreement between the parties with respect
         to the transactions contemplated hereby, and supersedes all
         negotiations, representations, warranties, commitments, offers,
         contracts, and writings prior to the date hereof. No waiver and no
         modification or amendment of any provision of this Agreement shall be
         effective unless specifically made in writing and duly signed by the
         party to be bound thereby.

13.2     Binding Agreement.

         (a)      This Agreement shall become binding upon the parties when, but
                  only when, it shall have been signed on behalf of all parties.

         (b)      Subject to the condition stated in subsection (a), above, this
                  Agreement shall be binding upon, and inure to the benefit of,
                  the respective parties and their legal representatives,
                  successors and assigns. This Agreement, in all of its
                  particulars, shall be enforceable by the means set forth in
                  subsection 13.9 for the recovery of damages or by way of
                  specific performance and the terms and conditions of this
                  Agreement shall remain in full force and effect subsequent to
                  Closing and shall not be deemed to be merged into any
                  documents conveyed and delivered at the time of Closing. In
                  the event that subsection 13.9 is found to be unenforceable as
                  to any party for any reason or is not invoked by any party,
                  and any person is required to initiate any action at law or in
                  equity for the enforcement of this Agreement, the prevailing
                  party in such litigation shall be entitled to recover from the
                  party determined to be in default, all of its reasonable costs
                  incurred in said litigation, including attorneys' fees.

13.3     Shareholders Owning at Least Five Percent (5%) of the Outstanding
         Common Stock of CONDESA. The Shareholders owning at least 5% of the
         outstanding common stock of CONDESA (see Exhibit A hereto) are only
         executing this Agreement with respect to Sections 3.4, 4, 7, 9.4, 10,
         11.1 and 11.3, 12.1(d and f ), 13.2, 13.3, 13.4, 13.8, and 13.9.

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

13.5     Severability. If any provisions hereof are to be held invalid or
         unenforceable by any court of competent jurisdiction or as a result of
         future legislative action, such holding or action shall be strictly
         construed and shall not affect the validity or effect or any other
         provision hereof.

13.6     Assignability. This Agreement shall be binding upon and inure to the
         benefit of the successors and assigns of the parties hereto; provided,

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<PAGE>

         that neither this Agreement nor any right hereunder shall be assignable
         by CONDESA or EMPS RESEARCH without prior written consent of the other
         party.

13.7     Captions. The captions of the various Sections of this Agreement have
         been inserted only for convenience of reference and shall not be deemed
         to modify, explain, enlarge or restrict any of the provisions of this
         Agreement.

13.8     Governing Law. The validity, interpretation and effect of this
         Agreement shall be governed exclusively by the laws of the State of
         Utah.

13.9     Dispute Resolution. In the event of a dispute between the parties
         hereto involving a claim of breach of representation or warranty
         hereunder, or to enforce a covenant herein (either or both of which are
         referred to hereafter as a "Claim"), if it is the desire of any party
         for quick resolution, the rights and obligations of the parties hereto
         arising under the terms of this Agreement with respect to such Claims
         and/or resolution of such disputes will be by the means of the judgment
         of an independent third party ("Rent-A-Judge") who has been selected
         and hired through the mutual agreement of the parties. The utilization
         of this subsection 13.9, if invoked by any party hereto, shall be the
         exclusive remedy for resolving a Claim regardless of whether legal
         action has or has not been otherwise instituted. If legal action has
         been instituted by any party, and this subsection 13.9 is invoked in a
         timely manner, any such legal action shall be void ab initio and
         immediately withdrawn.

         (a)      In the event of a Claim by any party, any party may make a
                  written request upon the other parties for a "Rent-A-Judge." A
                  request by any party for the employment of a "Rent-A-Judge" to
                  resolve the Claim shall be binding on all other parties to
                  this Agreement in accordance with the terms hereof.

                  The parties may agree upon one "Rent-A-Judge," but in the
                  event that they cannot agree, there shall be three, one named
                  in writing by each of the parties within twenty (20) days
                  after the initial demand for employment of a "Rent-A-Judge,"
                  and a third chosen by the two appointed. Should either party
                  refuse or neglect to join in the appointment of the
                  "Rent-A-Judge(s)" or to furnish the "Rent-A-Judge(s) with any
                  papers or information demanded, the "Rent-A-Judge(s)" are
                  empowered by all parties to this Agreement to proceed ex
                  parte.

         (b)      Claim resolution proceedings shall take place in the City or
                  County of Salt Lake, State of Utah, and the hearing before the
                  "Rent-A-Judge(s)" of the matter to be arbitrated shall be at
                  the time and place within said city or county as is selected
                  by the "Rent-A-Judge(s)." The "Rent-A-Judge(s)" shall select
                  such time and place promptly after appointment and shall give
                  written notice thereof to each party at least thirty (30) days
                  prior to the date so fixed. At the hearing, any relevant
                  evidence may be presented by either party, and the formal
                  rules of evidence applicable to judicial proceedings shall not
                  govern. Evidence may be admitted or excluded in the sole
                  discretion of the "Rent-A-Judge(s)." Said "Rent-A-Judge(s)"

                                       24
<PAGE>

                  shall hear and determine the matter and shall execute and
                  acknowledge their award in writing and cause a copy thereof to
                  be delivered to each of the parties.

         (c)      If there is only one (1) "Rent-A-Judge," his or her decision
                  shall be binding and conclusive on the parties, and if there
                  are three (3) "Rent-A-Judge(s)" the decision of any two (2)
                  shall be binding and conclusive.

         (d)      If three (3) "Rent-A-Judge(s)" are selected under the
                  foregoing procedure, but two (2) of the three (3) fail to
                  reach an agreement in the determination of the matter in
                  question, the matter shall be decided by three (3) new
                  "Rent-A-Judge(s)" who shall be appointed and shall proceed in
                  the same manner, and the process shall be repeated until a
                  decision is finally reached by two (2) of the three (3)
                  "Rent-A-Judge(s)" selected.

         (e)      The costs of such Claim resolution shall be borne by the
                  parties equally and each party shall pay its own attorneys'
                  fees; provided, however, that in the event either party
                  challenges or in any way seeks to have the Rent-A-Judge's
                  decision or award vacated or corrected or modified, if the
                  challenge is denied or the original decision or award is
                  affirmed, the challenging party shall pay the costs and fees,
                  including reasonable attorneys' fees, of the non-challenging
                  party, both for the challenge and for the original Claim
                  resolution process.

13.10    Notices. All notices, requests, demands and other communications under
         this Agreement shall be in writing and delivered in person or sent by
         certified mail, postage prepaid and properly addressed as follows:

                  To CONDESA:

                           Mirgali Kunayev
                           c/o Mossack Fonseca & Co. (B.V.I.) Ltd.
                           P.O. Box 3136, Road Town, Tortola
                           British Virgin Islands
                           Fax (284) 494-4841

                  To EMPS RESEARCH:

                           Terry Chatwin, President
                           Emps Research Corporation
                           875 Donner Way, Suite 705
                           Salt Lake City, Utah 84108
                           Fax (801) 582-8600

                                       25
<PAGE>

                           With a Copy to:

                           Ronald Poulton
                           324 South 400 West, Suite 250
                           Salt Lake City, Utah 84101
                           Fax (801) 355-2990

         Any party may from time to time change its address for the purpose of
         notices to that party by a similar notice specifying a new address, but
         no such change shall be deemed to have been given until it is actually
         received by the respective party hereto.

         All notices and other communications required or permitted under this
         Agreement which are addressed as provided in this Section 13.10 if
         delivered personally, shall be effective upon delivery; and, if
         delivered by mail, shall be effective three days following deposit in
         the United States mail, postage prepaid.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.



                                        EMPS RESEARCH CORPORATION


                                        By:
                                           ----------------------------
                                           Terry Chatwin, President


                                        CONDESA PACIFIC, S.A.


                                        By:
                                           ----------------------------
                                           Mirgali Kunayev, Director

                                       26
<PAGE>

                                  Exhibit List


Exhibit A:   Five Percent Shareholders of Condesa Pacific S.A.

Exhibit B:   Consent of Board of Directors of Condesa Pacific S.A. .

Exhibit C:   Consent of Board of Directors of Emps Research Corporation


                                  Schedule List

Schedule 4.1(b):  Condesa Pacific S.A., Common Stock, Options and Warrants
                  Outstanding

Schedule 4.1(c):  Condesa Pacific S.A. Subsidiaries

Schedule 4.1(f):  Litigation Involving Condesa Pacific S.A.

Schedule 4.1(h):  Absence of Certain Changes - Condesa Pacific S.A.

Schedule 4.1(i):  Condesa Pacific S.A. Employee Benefit Plans

Schedule 4.1(j):  Asset Ownership Exceptions

Schedule 4.1(l):  Operating Permits/Licenses

Schedule 5.1(b):  EMPS Research Corporation, Common Stock, Options and Warrants
                  Outstanding

Schedule 5.1(f):  EMPS Research Corporation Subsidiaries

Schedule 5.1(m):  EMPS Research Corporation, Tax Matters

                                       27