ACCOUNT PURCHASE AGREEMENT

This Agreement  dated as of November ___, 2001 is between Wells Fargo Bank West,
N.A.,  Trustee  of the  James C.  Berger  Rollover  IRA and John M.  Ventimiglia
(hereinafter  collectively  referred to as "WFBW"), and OPEC Corp.  ("Customer")
The Customer and WFBW agree as follows:

         1. Purpose of  Agreement.  The  Customer  desires to sell and assign to
WFBW acceptable accounts receivable. The purpose of this agreement is commercial
in nature and not for household, family and/or personal use.

         2. Definitions.

"Account" means any right of payment of the net amount for goods sold, or leased
and delivered or services rendered in the ordinary course of Customer's business
which is not evidenced by an instrument or chattel paper.

"Acceptable Account" means an Account, in an amount not to be less than $100,
which conforms to the warranties and terms set forth herein or at WFBW's sole
discretion, net of any credits or allowances of any nature, except the following
shall not in any event be deemed Acceptable Accounts:
                  (i) That portion of Accounts unpaid 90 days or more after the
         invoice date or, if WFBW in its discretion has determined that a
         particular dated Account may be acceptable, that portion of such
         Account which is unpaid more than 30 days past the stated due date or
         more than 90 days past the invoice date;
                  (ii) That portion of Accounts that is disputed or subject to a
                  claim of offset or a contra account; (iii) That portion of
                  Accounts not yet earned by the final delivery of goods or
                  rendition of services, as
         applicable, by the Customer to the Account Debtor;
                  (iv) Accounts owed by any unit of government, whether foreign
         or domestic (provided, however, that there shall be included in
         Acceptable Accounts that portion of Accounts owed by such units of
         government for which the Customer has provided evidence satisfactory to
         WFBW that (A) WFBW has a first priority perfected security interest and
         (B) such Accounts may be enforced by WFBW directly against such unit of
         government under all applicable laws);
                  (v) Accounts owed by an Account Debtor located outside the
         United States which are not (A) backed by a bank letter of credit
         naming WFBW as beneficiary or assigned to WFBW, in WFBW's possession
         and acceptable to WFBW in all respects, in its sole discretion, or (B)
         covered by a foreign receivables insurance policy acceptable to WFBW in
         its sole discretion;
                 (vi) Accounts owed by an Account Debtor that is insolvent,  the
         subject of bankruptcy proceedings or has gone out of business;
                  (vii) Accounts owed by a shareholder, subsidiary, affiliate,
                  officer or employee of the Customer; (viii) Accounts not
                  subject to a duly perfected security interest in WFBW's favor
                  or which are subject to any lien,
         security interest or claim in favor of any Person other than WFBW
         including without limitation any payment or performance bond;
                 (ix)  That  portion  of  Accounts  that has been  restructured,
         extended, amended or modified;
                 (x) That  portion of  Accounts  that  constitutes  advertising,
        finance charges, service charges or sales or excise taxes;
                 (xi) Accounts owed by an Account Debtor, regardless of whether
         otherwise acceptable, if 10% or more of the total amount due under
         Accounts from such Account Debtor is unacceptable under clauses above;
         and,

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<PAGE>

                 (xii)  Accounts,   or  portions   thereof,   otherwise   deemed
         unacceptable by WFBW in its sole discretion.

         "Account  Debtor"  means  Customer's  customer  or the person or entity
owing money to the Customer.

         "Account Debtor Dispute" means a claim by Account Debtor against
         Customer, of any kind whatsoever, that reduces or may reduce the amount
collectible from Account Debtor by WFBW which arises at anytime, both before or
after signing of this Agreement or the purchase of an Account.

         "Collateral"  means  the  intangible  or  tangible  property  given  as
security to WFBW by Customer for any  Obligations and liabilities of Customer to
WFBW under this Agreement,

         "Customer" means the seller and assignor of the Accounts.

         "Credit Problem" means, as established by the Customer, that an Account
Debtor is unable to pay its debts because the Account Debtor is the subject of a
bankruptcy, insolvency, or receivership proceeding within 75 days of the date of
the invoice.

         "Event of Default" shall mean the existence of a default pursuant to
paragraph 7 hereunder, or a default under any documents given to WFBW in
connection with this Agreement.

         "Initial Payment" shall mean the amount paid to the Customer at the
time of purchase of the Account which is equal to the gross face amount of the
Account less stated trade discounts offered by the Customer to the Account
Debtor less 15 percent.

         "Minimum Fee" shall mean the minimum fee paid per month by the Customer
as stated in paragraph 5(m) below.

         "WFBW Discount" means the amount to be paid by the Customer according
to the following schedule:
<TABLE>
<CAPTION>

         (i) Days                    Rate
             ----                    ----
         (for payment
         of account)
         -----------
         <S>                 <C>
         1-60                3 % of the gross face amount of each Account purchased by WFBW.
         61+                 0.05 of 1% additionally  per day until the account is paid in full.  Upon request from Customer,
                             WFBW may in its sole discretion, Purchase Accounts or specific invoices that are less than $100.00.
</TABLE>

         If any Event of Default exists, as defined below, this discount may
increase in an amount to be determined by WFBW at its sole discretion. WFBW may,
upon prior written notice to Customer, change the amount of any fee or charge at
its sole discretion or if WFBW's cost of funds increases for any reason. Such
change shall be effective upon delivery of the notice.

plus,

         (ii) Each Account  purchased by WFBW that is less than $100.00 shall be
assessed an additional $1.50 charge.

         "Net Purchase Price" means the purchase price of each Account sold to
WFECI which shall be equal to the gross face amount of each Account less WFBW's
Discount and other charges and less any amount of any trade discounts, credits
or allowances, or any other reductions or adjustments to such Accounts taken by
the Account Debtor.

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<PAGE>

         "Part Payment" means a payment/payments made by WFBW to the Customer
which is/are less than the full Net Purchase Price as more fully described in
Section 3 below.

         "Repurchase Price" for any Account means the Net Purchase Price less
any amounts collected from the Account Debtor on the Account plus all fees,
costs or expenses associated with the repurchase or collection of such Account.

3.       Purchase of Accounts.

         a. Pursuant to the terms herein,  Customer hereby sells,  transfers and
assigns to WFBW, its successors and assigns,  as absolute owner, and WFBW hereby
purchases and accepts from the Customer all of the Customer's  right,  title and
interest in and to:

         (i) the Customer's Acceptable Accounts receivables due from the Account
Debtor  together  with all  rights  of  action  accrued  or to  accrue  thereon,
including,  without  limitation,  full power to  collect,  sue for,  compromise,
assign, in whole or in part, or in any other manner enforce  collection  thereof
in Customer's name or otherwise, as identified and accepted by WFBW, and

         (ii)all  right,  title and interest of the Customer in and to the books
and records evidencing or relating to the Acceptable Account,  all deposits,  or
other  security  for the  obligation  of any  person  under or  relating  to the
Acceptable  Account,  all goods  relating to, or which by sale have resulted in,
the Account,  including goods returned by any Account Debtor,  debtor or obligor
in any way obligated on or in connection with the Acceptable  Account including,
without  limitation,  the  Account  Debtor,  all rights of  stoppage in transit,
replevin,  repossession  and  reclamation  and all other  rights of action of an
unpaid vendor or lienor; and

         (iii) proceeds of the foregoing in any form.

         b. Approval:  WFBW shall not purchase an Account unless such Account is
first  submitted to WFBW by Customer for approval.  WFBW is not obligated to buy
any Account from Customer which WFBW does not deem acceptable.

         c. Purchase: Upon approval and acceptance by WFBW of an Account for the
assignment  and sale of an Account to WFBW,  Customer  shall be  entitled  to an
Initial Payment.

         d. Purchase Price: As  consideration  for the assignment and sale of an
Account to WFBW,  WFBW shall pay to the Customer  the Net Purchase  Price on the
terms and conditions as stated herein.

         e. Payment of Purchase  Price:  If no Default  exists  hereunder,  WFBW
shall pay the Net Purchase Price to the Customer at the Customer's request or at
WFBW's discretion as follows:

         (i) First,  WFBW shall pay to the  Customer  an  Initial  Payment  upon
assignment or sale of an Account to WFBW, and receipt of all documents and forms
described in paragraph 3(h) below and upon fulfillment of all terms precedent to
such sale or assignment as more fully described below.

         (ii) After  collection of an Account in full by WFBW, WFBW shall pay to
the Customer the amount  collected on the Account less: (a) the Initial Payment,
(b) Part Payment(s),  and (c) any fees, expenses or charges owed to WFBW as more
fully described herein.  This payment shall be made on the Wednesday of the week
following the calendar week in which the full  collection of Account is received
by WFBW.

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<PAGE>

         (iii) WFBW, may at its discretion,  after request by the Customer,  and
after  collection  of an Account in an amount which is less than the full amount
due and owing on the  Account,  make a payment to the  Customer of the amount so
collected less: (a) the Initial Payment,  (b) any previous Part Payment, and (c)
any  amounts  owed or to be owed by the  Customer to WFBW.  WFBW shall  consider
making  such a payment,  if, in WFBW's sole  discretion,  WFBW  determines  that
Customer has complied with all the terms and conditions  herein,  that no Events
of  Default  have  occurred  and  Customer  acknowledges  that that there are no
offsets or claims against,  or Account Debtor Disputes  relating to, any Account
purchased by WFBW.  This  payment  shall be made,  on the  Wednesday of the week
following  the calendar  week in which the partial  collection on the Account is
received by WFBW.

         f.  Reporting  and  Statement  of  Account:  On a weekly  basis,  or as
otherwise  determined by WFBW in its sole  discretion,  WFBW shall prepare,  and
have available for the Customer,  an accounting of the  purchases,  collections,
fees and charges related to this Agreement which have occurred during that week.
Should such a statement  of account  indicate a deficit  balance,  the  Customer
shall  immediately pay to WFBW, the amount of such deficit plus accrued interest
on such deficit  balance.  Interest  shall accrue on any deficit  balance at the
annual rate of eighteen  percent  (18%),  calculated  on a daily  basis,  not to
exceed the applicable legal limit, until such deficit is paid in full.

         g.Required  Forms: When Customer offers Accounts to WFBW for sale, WFBW
shall receive (i) an assignment of Accounts,  in a form satisfactory to WFBW and
signed by an authorized  representative of Customer, (ii) an original invoice or
such other document  acceptable to WFBW in its sole discretion,  (iii) a copy of
the Bill of Lading,  (iv) proof of delivery,  (v) contract,  purchase  order, or
purchase order number which corresponds with such invoice(s),  as appropriate to
the business of Customer,  (vi) notification of assignment and waiver of offset,
in a form  acceptable  to WFBW in its sole  discretion  and  (vii) and any other
document which WFBW may require.

         h. Labels:  Customer  shall  imprint,  label,  or  otherwise  mark each
original  invoice or other  such  documentation  accepted  by WFBW  pursuant  to
paragraph  3(g)(ii) for each Account being sold to WFBW which indicates that the
Account has been sold to WFBW with the following language:

                    This invoice has been assigned to and is
                                  payable to:
                    Wells Fargo Bank West, N.A., Trustee for
                      The James C. Berger Rollover IRA and,
                               John M. Ventimiglia
                c/o Alpern, Myers, Stuart, Scheuerman & Levinson,
                    a Legal Services LLC; Attn: Melissa Perry
                      14 N. Sierra Madre, Suite, Suite "A"
                           Colorado Springs, CO 80903
                        For information call 719/471-7955

         i.  Notification:  WFBW may at any  time,  and at its sole  discretion,
notify  any  Account  Debtor of the  assignment  of the  Account  and direct the
Account Debtor to make payments directly to WFBW.

         4.  Representations  and  Warranties.   Customer  hereby  warrants  and
covenants as follows:

                                       4
<PAGE>

         a. Customer is properly  licensed,  qualified and authorized to operate
the business of OPEC Corp.  under the trade name(s) of N/A and Customer's  trade
name(s) have been properly  filed and  published as required by applicable  law.
Customer,  and the persons  executing  this  document,  are duly  authorized  to
execute  and  deliver  this  Agreement  and all other  documents  required to be
executed and delivered hereunder.

         b.Customer  is  solvent,  is  not a  Debtor  under  the  United  States
Bankruptcy Code or under the direction of a receiver,  and Customer has made and
shall  continue  to make  timely  payment on deposit of any tax  required  to be
deducted and withheld by Customer from the wages of any of its employees.

         c.  Customer  is, at the time of  purchase  of an Account by WFBW,  the
lawful owner of and has good and undisputed  title to the Accounts  purchased by
WFBW. The Accounts, at the time of purchase are free from any liens,  mortgages,
restrictions or  encumbrances.  The Account is an Acceptable  Account as defined
above.

         d. Each Account Debtor's  business is solvent to the best of Customer's
information and knowledge.

         e. Each Account  offered for sale to WFBW is an accurate and undisputed
statement of  indebtedness  owed by Account Debtor to Customer for a certain sum
which is due and payable in 30 days or less, or within such time as is agreed to
in writing by WFBW and Customer for a bona fide sale, delivery and acceptance of
merchandise  or  performance  of services  which have been  received and finally
accepted by the Account Debtor. Customer has all rights to transfer or sell such
Accounts to WFBW.

         f.Customer does not own, control or exercise  dominion over, in any way
whatsoever,  the Account  Debtor or the business of any Account  Debtor for whom
Accounts are to be sold by Customer to WFBW.

         g. All financial records, statements, books or other documents shown to
WFBW by  Customer  at  anytime,  either  before  or after  the  signing  of this
Agreement are true and accurate,

         h.  Customer  will  not  under  any  circumstances  or  in  any  manner
whatsoever, interfere with any of WFBW'S rights under this Agreement.

         i.  Customer  will not sell or assign  Accounts  except to WFBW for the
period of this Agreement, and/or for as long its any obligation to repurchase or
indebtedness whatsoever remains owing by Customer to WFBW.

         j. Customer has not transferred, pledged or granted a security interest
in  Customer's  Accounts  or other  personal  property  to any other party which
Customer  has not fully  disclosed in writing to WFBW.  Customer  shall not, and
shall not  consent  to the  transfer,  pledge or grant a security  interest  to,
placement  of any  lien or  encumbrance,  by any  other  party  on any  personal
property or accounts  belonging to the  Customer for the term of this  Agreement
and for as long as  customer  may be  required  to  repurchase  an Account or is
indebted to WFBW hereunder  without the written consent of WFBW.  Customer shall
provide  written notice to WFBW within five business days of Customer  obtaining
any  knowledge,  from  any  source,  of  the  assertion,  filing,  recording  or
perfection  by any  means,  of any  non-consensual  lien,  claim or  encumbrance
against the property of Customer.

                                       5
<PAGE>

         k. Customer will not change or modify the terms of the original invoice
or agreement with the Account Debtor or the order of payment on Accounts sold to
WFBW unless WFBW first consents to such change or modification in writing.

         l. Customer will maintain such insurance covering  Customer's  business
and/or the  property  of the  Account  Debtors as  customary  and  adequate  for
businesses  similar to the business of Customer in an amount as is sufficient to
compensate for reasonably  foreseeable  loss, and promptly pay all premiums with
respect to the policies  covering  such  insurance.  Further,  at the request of
WFBW, the Customer shall have WFBW named as loss payee for such insurance.

         m.  Customer  will  notify  WFBW in writing  prior to any change in the
location of  Customer's  place(s) of  business,  including  the  location of the
Customer's  inventory  or, if Customer has or intends to acquire any  additional
place(s)  of  business,  or prior to any change in  Customer's  chief  executive
office or the office or offices where  Customer's  books and records  concerning
Accounts are kept.

         n.  Customer  will  immediately  notify WFBW in writing of any proposed
change of Customer's name, identity, legal entity, corporate structure, business
dissolution,  use of additional trade name(s), and/or any proposed change in any
of officers, principals, partners, and/or owners of Customer and will not effect
any such change without WFBW's written consent.

         o. Customer will immediately notify WFBW in writing of the commencement
of any legal proceeding or service of any legal document  affecting the Customer
including, but not limited to, any judgments, liens, attachments,  garnishments,
complaints,  or the filing of a  voluntary  or  involuntary  petition  under the
United States Bankruptcy Code.

         p. There is no action,  suit or proceeding at law or in equity or by or
before any governmental  instrumentality or other agency now pending,  or to the
knowledge  of  Customer,  threatened  against or  affecting  Customer,  which if
adversely  determined,  would have a material  adverse  effect on the  business,
operations, property, assets or condition, financial or otherwise, of Customer.

         q.  The  execution  and  performance  by  Customer  of  the  terms  and
provisions  of this  Agreement  and the  execution  and  delivery  of any  other
documents  required  to be  executed  and  delivered  hereunder  have  been duly
authorized  by all  requisite  company  action,  and neither the  execution  and
performance  of this Agreement or any other  documents  required to be delivered
hereunder,  will  violate any  provision of law, any order of any court or other
agency of government,  the governing documents of any Customer, or any agreement
or other instrument to which Customer is a party, or by which Customer is bound,
or be in conflict with,  result in breach of, or constitute  (with due notice or
lapse of time or both) a default under,  or result in the creation or imposition
of any lien,  charge or  encumbrance  of any nature  whatsoever  upon any of the
property or assets of Customer,  pursuant to any such  agreement or  instrument,
except as provided  hereunder.  Customer agrees that it will execute and perform
all terms hereunder.

5.       Promises.
         Customer hereby promises as follows:

         a.  Security  Interest/Collateral:  As further  inducement  for WFBW to
enter  into  this  Agreement,  Customer  gives to WFBW,  as  collateral  for the
repayment of any and all obligations  and liabilities  whatsoever of Customer to
WFBW, a security  interest,  under the Uniform Commercial Code, in the following
described  property,  as defined under the Uniform Commercial Code,  hereinafter
collectively called  "Collateral":  All presently existing or hereafter arising,
now  owned  or  hereafter  acquired  property  including,  but not  limited  to,
accounts,  inventory,  instruments,  documents,  contract rights, chattel paper,
general intangibles,  investment property, insurance proceeds, and all books and
records  pertaining  to accounts and all proceeds and products of the  foregoing
property, now and hereafter owned by Debtor, or in which Debtor now or hereafter
may have any rights,  wherever  situated and whenever  acquired.  Customer shall
execute all and deliver to WFBW any and all  documents and  instruments  as WFBW
may request from time to time,  including,  without  limitation,  UCC  financing
statements or amendments.

                                       6
<PAGE>

         b. Credit  Problems:  If Customer asserts that nonpayment of an Account
is  due  to  a  Credit  Problem,   the  Customer  shall  provide   documentation
establishing   that  such  non  payment  is  due  solely  to  a  Credit  Problem
satisfactory to WFBW, in its reasonable  discretion,  within ten days of receipt
of  written  notice by WFBW of the  nonpayment.  If WFBW is not  satisfied  that
nonpayment is solely due to a Credit  Problem,  then customer shall be obligated
to  repurchase  the Account by paying the  Repurchase  Price  within ten days of
receipt of written demand by WFBW.

         c. Sole Property:  Once WFBW has purchased an Account, the payment from
the Account Debtor as to that Account is the sole property of WFBW.

         d. Misdirected  Payment:  Customer shall hold in trust and safekeeping,
as the property of WFBW, and immediately turn over to WFBW the original check or
other form of payment  received by Customer,  whenever any payment on an Account
purchased by WFBW comes into  Customer's  possession.  Should Customer come into
possession  of a check or other  form of payment  consisting  of  payments  upon
Accounts  purchased by WFBW and Accounts not purchased by WFBW,  Customer  shall
turn over said check or other form of  payment  to WFBW.  After  receipt of good
funds therefor, WFBW shall apply the funds, first to those Accounts purchased by
WFBW and, second,  to any amounts owed to WFBW. If no Default exists  hereunder,
any remaining  balance shall be paid to the Customer.  Further,  Customer  shall
hold in trust and  safekeeping,  as the property of WFBCl,  and immediately turn
over to WFBW,  any goods or inventory  returned to,  reclaimed or repossessed by
the Customer which are covered by an Account  purchased by WFBW.  Customer shall
pay a  misdirected  payment  fee in the amount of fifteen  percent  (15%) of the
amount of any payment on account of a Purchased  Account which has been received
by Customer and not delivered in kind to WFBW on the next business day following
the date of receipt by Customer.

         e. Financial  Records:  Customer will furnish financial  statements and
information as requested,  including,  but not limited to, satisfactory proof of
payment and/or compliance with all Federal,  State and/or local tax requirements
to WFBW, as requested  from time to time,  at least once per month,  or once per
week if Customer is in default.

         f. Book Entry:  Customer  shall,  immediately  upon sale of Accounts to
WFBW, make proper entries on its books and records  disclosing the absolute sale
of said Accounts to WFBW,  including the proper inclusion of the language stated
in  paragraph  3(h) above,  on said books and records and other  documents as so
directed by WFBW.

         g. The Customer  hereby  agrees to pay WFBW,  on demand,  audit fees in
connection with any audits or inspections conducted by WFBW of any Collateral or
the Customer's operations or business at the rates established from time to time
by WFBW as its audit  fees,  together  with all actual  out-of-pocket  costs and
expenses incurred in conducting any such audit or inspection.

         h. Power of Attorney:  In order to carry out this  Agreement  and avoid
unnecessary notification of Account Debtors, customer irrevocably appoints WFBW,
or any person  designated  by WFBW,  as its special  attorney in fact, or agent,
with power to:

                                       7
<PAGE>

         i.  strike out  Customer's  address on all  Accounts  mailed to Account
Debtors and note WFBW's address on all Accounts.

         ii, receive,  open and dispose of all mail addressed to Customer, or to
Customer's trade name sent to WFBW's address.

         iii.  endorse  the name of  Customer  or  Customer's  trade name on any
checks or other  evidences of payment that may come into the  possession of WFBW
on Accounts purchased by WFBW or pursuant to default, and on any other documents
relating to any of the Accounts or to Collateral.

         iv. in Customer's name, or otherwise,  demand,  sue for,  collect,  and
give releases for any and all monies due or become due on Accounts.

         v. compromise,  prosecute, or defend any action, claim or proceeding as
to said Accounts.

         vi.  from time to time offer a trade  discount  to  Customer's  Account
Debtor exclusive of Customer's normal business custom with said Account Debtor.

         vii. initiate electronic debit or credit entries through the ACH system
to  Customer's  account or any other  deposit  account  maintained  by  Customer
wherever located.

         viii.  do any and all  things  necessary  and  proper  to carry out the
purposes intended by this Agreement.

The authority granted to WFBW under this provision shall remain in full force
and effect until all assigned Accounts are paid in full and any indebtedness of
Customer to WFBW is discharged.

         i. Double Payments:  Should WFBW receive a double payment on an Account
or other  payment which is not  identified,  WFBW shall carry these sums as open
items in its  accounting  and shall  return any  double  payment to the payor or
apply such  unidentified  payment  pursuant to the terms  hereunder  upon proper
identification and documentation.

         j. Hold Harmless: Customer shall hold WFBW harmless against any Account
Debtor ill will arising from WFBW's  collecting  or attempting to collect on any
Accounts.

         k. Taxes:  Should any excise,  sale, use or other tax be imposed by any
federal,  state or local authority requiring a deduction or withholding from the
proceeds of sale of Accounts, or if the Account Debtor is authorized to withhold
and deduct such tax or levy,  then the Customer shall  immediately  pay WFBW the
amount of the tax or levy so withheld, and the Customer shall indemnify and hold
WFBW harmless from any loss or expense on account of such tax.

         l. Costs and  Expenses:  Except as is  prohibited  by law, the Customer
agrees to pay on demand all costs and expenses,  including (without  limitation)
attorneys' fees,  accounting and bookkeeping fees incurred by WFBW in connection
with this  Agreement  and any  other  related  document  or  agreement,  and the
transactions  contemplated  hereby,  including without limitation all such costs
and  expenses  and  fees  incurred  in  connection  with  the  negotiation,  due
diligence,  preparation,  execution,  amendment,  administration,   performance,
collection  and  enforcement  of the  obligations  and all  such  documents  and
agreements and the creation, perfection, protection,  satisfaction,  foreclosure
or enforcement of any security interest granted hereunder, the collection of any
Account or any obligation owed by Customer to WFBW.

         m.  Minimum  Fee:  Customer  shall pay a  Minimum  Fee per month in the
amount of $9,000 which shall be due on the 15th day of the subsequent  month for
2 months from the date hereof and for 2 months from any extension agreement.

                                       8
<PAGE>

6.       Further Promises.  WFBW and Customer hereby promise the following:

         a.  Customer  will  immediately  notify  WFBW of any  disputes  between
Account  Debtor and  Customer or the return of any product by Account  Debtor to
Customer.

         b. Customer will  repurchase  any Account  subject to an Account Debtor
Dispute of any kind whatsoever or as required herein.

         c. WFBW may settle any  dispute  regarding  an Account  with an Account
Debtor.   Such  settlement   does  not  relieve   Customer  of  final  and  full
responsibility for such Accounts.

         d. If Customer  does not fully settle the dispute with  immediacy,  the
Customer  shall  repurchase  the disputed  account from WFBW for the  Repurchase
Price.  WFBW need not tender any  invoice or  document,  besides  the  statement
ascribed in 6(j) below, for such repurchase.

         e.  Customer  shall not  breach  any  warranties  or  promises  in this
Agreement  with regard to the unpaid Account or Account Debtor from whom payment
on the Account is due.

         f. Customer  shall not  intentionally  contribute  to, or aggravate any
Credit Problem of an Account Debtor.

         g.  Customer  and Account  Debtor shall not be involved in a dispute of
any  kind,  regardless  of  validity  during  any time  period  covered  by this
Agreement.

         h.  Account  Debtor  shall not  assert a claim or loss or offset of any
kind against Customer or WFBW during any time period covered by this Agreement.

         i. If  documents  submitted  by Customer to WFBW for the purchase of an
Account are mistaken, fraudulent, incorrect and/or erroneous, or if the Customer
fails to submit any  document  required  by WFBW under  this  Agreement  for the
purchase of that  Account,  then said  Account  may be deemed an Account  Debtor
Dispute and the Customer  shall  repurchase  said Account and pay the Repurchase
Price as stated herein.

         j. WFBW  shall  identify  in writing  all  repurchases  and  provide to
Customer a written statement of the Accounts subject to repurchase. The Customer
shall pay the Repurchase  Price for such Accounts  within 10 days of the date of
the written statement.

         k. Upon the  occurrence of any Account Debtor  Dispute,  Customer shall
immediately  pay to WFBW  the  Repurchase  Price  for any  and all  Accounts  so
disputed.

7.  Defaults.  Any one or more of the  following  shall be an  Event of  Default
hereunder:

         a.  Customer  shall  fail to pay any  indebtedness  to WFBW when due or
repurchase any Account when required hereunder.

         b.  Customer  shall breach any term,  provision,  promise,  warranty or
representation under this Agreement,  or under any other agreements,  contracts,
between Customer and WFBW or obligation to WFBW.

         c. The  appointment  of any receiver or trustee of all or a substantial
portion of the assets of Customer.

                                       9
<PAGE>

         d.  Customer  shall  become  insolvent  or  unable to pay debts as they
mature,  shall make a general  assignment  for the benefit of creditors or shall
voluntarily  file a petition  under the  United  States  Bankruptcy  Code or any
similar law.

         e. Any  involuntary  petition  in  bankruptcy  shall  be filed  against
Customer  and shall not be  dismissed  within 60 days or an order for  relief is
entered against Customer under the United States Bankruptcy Code.

         f. Any  levies,  attachment,  executions,  tax  assessments  or similar
process shall be issued against the Collateral.

         g. Any financial statements,  profit and loss statements, or schedules,
other  statements  or  documents  furnished  by  customer  to WFBW are  false or
incorrect in any material respect.

8. Remedies.  In the event of an occurrence of an Event of Default,  WFBW may do
any one or more of the following:

         a. Declare any indebtedness  including  outstanding  purchased Accounts
and the Minimum fee for a three-month period immediately due and payable.

         b. Notify any Account  Debtor and take  possession  of  Collateral  and
collect any Accounts without judicial process.

         c.  Require  Customer  to  assemble  the  Collateral  and  the  records
pertaining to Accounts and make them available to WFBW at a place  designated by
WFBW.

         d. Enter the premises of Customer and take possession of the Collateral
and of the records pertaining to the accounts and any other Collateral.

         e. Grant  extensions,  compromise  claims and settle  Accounts for less
than face value, all without prior notice to Customer.

         f.  Use,  in  connection  with  any  assembly  or  disposition  of  the
Collateral any trademark,  trade name, trade style,  copyright,  patent right or
technical process used or utlilized by Customer.

         g. Hold  Customer  liable for any  deficiency  for any  amounts due and
owing to WFBW.

         h.  Require  the  Customer  to  repurchase  any and all  Accounts as so
requested by WFBW and pay the  Repurchase  Price for those  Accounts as provided
herein.

         i. Cease  making  reports or  accountings  to the Customer as otherwise
required by this Agreement.

         9. Termination.  This Agreement shall continue in full force and effect
until the  earlier of 2 months  from the date of this  Agreement,  upon  written
agreement  of both parties  hereto or upon 30 days written  notice by one of the
parties  hereto,  or  upon  default  by  the  Customer.   This  Agreement  shall
automatically continue for subsequent 2 months period unless sixty days prior to
the  termination  date, the Customer  notifies WFBW in writing that the Customer
wishes to terminate this Agreement. On the date of termination,  all obligations
owing by the Customer to WFBW shall become  immediately  due and payable in full
without further notice or demand.

         10. Post Termination.  After  termination,  Customer shall be liable to
WFBW for the full and prompt payment of the full amount of Accounts sold to WFBW
which are then  outstanding and unpaid,  disputed or undisputed,  as well as any
other indebtedness or obligations owed to WFBW by Customer including the Minimum
Fee through 2 months from the date of this agreement or extension thereof.  WFBW
continues and shall  continue to have a security  interest in the  Collateral of
Customer  until all  amounts  owed to WFBW by  Customer  are paid in full or are
satisfied.

                                       10
<PAGE>

11.     Miscellaneous.

         a. Binding on Future Parties:  This Agreement  inures to the benefit of
and is binding upon the heirs, executors, administrators, successors and assigns
of the parties thereto.

         b.  Cumulative  Rights:  No failure or delay by WFBW in exercising  any
right, power or remedy under the Agreement or documents given in connection with
the Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise  of any such  right,  power or remedy  preclude  any  other or  further
exercise  thereof or the exercise of any other right,  power or remedy under the
Agreement.  The remedies provided herein are cumulative and not exclusive of any
remedies provided by law.

         c. Waiver: WFBW may not waive its rights and remedies unless the waiver
is in writing  and signed by WFBW.  A waiver by WFBW of a right or remedy  under
this  Agreement  on one  occasion  is not a waiver of the right or remedy on any
subsequent occasion.

         d. Choice of Law: This Agreement  shall be governed by and construed in
accordance with the laws of the State of Colorado.

         e.  Invalid  Provisions:  Any  provision  of this  Agreement  which  is
prohibited  or  unenforceable  shall  be  ineffective  to  the  extent  of  such
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof.

         f. Entire  Agreement:  This  instrument  contains the entire  Agreement
between the  parties.  Except as  otherwise  provided  herein,  any  addendum or
modification hereto must be signed by both parties.

         g. Effective:  This Agreement becomes effective when it is accepted and
executed by an authorized officer of WFBW and shall be binding upon and inure to
the  benefit  of the  Customer  and WFBW and  their  respective  successors  and
assigns,  except that the Customer shall not have the right to assign its rights
thereunder or any interest  therein without WFBW's prior written  consent.  This
Agreement  together with the documents given in accordance  herewith,  comprises
the  complete  and  integrated  agreement  of the parties on the subject  matter
hereof and  supersedes  all prior  agreements,  written or oral,  on the subject
matter  hereof.  Any prior Loan  Agreements  between the parties  remain in full
force and effect and are not superceded hereby.

         h.  Information:  Without  limiting  WFBW's right to share  information
regarding  the  Customer and its  affiliates  with WFBW's  agents,  accountants,
lawyers and other advisors, Wells Fargo Corporation, and all direct and indirect
subsidiaries   of  Wells  Fargo   Corporation   and  other  persons  WFBW  deems
appropriate,  WFBW  may  exchange  any and all  information  it may  have in its
possession  regarding the Customer and its  Affiliates,  and the Customer waives
any right of  confidentiality  it may have with respect to such exchange of such
information.

         i. Indemnification: Customer agrees to indemnify and hold WFBW harmless
from any and all liability, claims and damages, including attorneys' fees, costs
of suit and interest which WFBW may incur as a result of the failure of Customer
to pay withholding taxes due and payable to any taxing authority.

                                       11
<PAGE>

         j. Notices hereunder: All notices and communications hereunder shall be
given or made to the parties at their  respective  addresses set forth below, or
at such other address as the addressee may hereafter  specify for the purpose of
written notice to the other party hereto. Such notices and communications  shall
be  effectively  given by WFBW when and if given in writing and delivered to the
address set forth herein,  delivered by facsimile or duly deposited in the mails
with first-class postage prepaid.

         k.  Jurisdiction:  The  parties  hereby  (i)  consent  to the  personal
jurisdiction of the state and federal courts located in the State of Colorado in
connection  with any  controversy  related  to this  Agreement;  (ii)  waive any
argument  that venue in any such forum is not  convenient,  (iii) agree that any
litigation  initiated by WFBW or the Customer in connection  with this Agreement
shall be venued in either the District  Court of El Paso  County,  or the United
States  District  Court,  District  of  Colorado,  and (iv)  agree  that a final
judgment in any such suit action or proceeding  shall be  conclusive  and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law.

         l. Waiver of Jury Trial:  THE CUSTOMER  HEREBY  IRREVOCABLY  WAIVES ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR  COUNTERCLAIM  ARISING OUT
OF, BASED ON OR PERTAINING TO THIS AGREEMINT.

Executed and accepted this ____ day of                        , 2001.
                                       -----------------------



                                       12
<PAGE>

<TABLE>
<CAPTION>


<S>                                                  <C>
OPEC Corp., a Colorado corporation                   Wells Fargo Bank West, N.A., Trustee
                                                     Of the James C. Berger Rollover IRA


By:
   -----------------------------------------         By:
Donald D. Cannella, President                        -----------------------------------------
1880 Office Club Pt. #2000                           Terry P. Coffelt, Sr. Vice President
Colorado Springs, Colorado  80920                    c/o Alpern, Myers, Stuart, Scheuerman & Levinson
719-597-8222 (phone)                                 a Legal Services, LLC; Attn:  Melissa Perry
719-272-8225 (facsimile)                             14 N. Sierra Madre, Suite "A"
                                                     Colorado Springs, CO   80903
                                                     719-471-7955 (phone)
                                                     719-630-1794 (facsimile)


                                                     --------------------------------------------
                                                     John M. Ventimiglia
                                                     c/o Alpern, Myers, Stuart, et al
                                                     Attn:  Melissa Perry
                                                     14 N. Sierra Madre, Suite "A"
                                                     Colorado Springs, CO   80903
                                                     719-471-7955 (phone)
                                                     719-630-1794 (FAX)
</TABLE>


STATE OF COLORADO           )
                            ) ss.
COUNTY OF EL PASO )

         Subscribed  and sworn to before me this ___ day of December,  2001,  by
OPEC Corp., a Colorado corporation by Donald D. Cannell, its President.

         My commission expires:
                                ---------------------

                                                           ___________________
                                                           Notary Public
STATE OF COLORADO           )
                            ) ss.
COUNTY OF EL PASO )

         Subscribed  and sworn to before me this ___ day of December,  2001,  by
Wells Fargo Bank West, N.A., by Terry P. Coffellt, its Senior Vice-President.


         My commission expires:
                                ---------------------

                                                          ____________________
                                                          Notary Public


STATE OF COLORADO           )
                            ) ss.
COUNTY OF EL PASO )

         Subscribed  and sworn to before me this ___ day of December,  2001,  by
John M. Ventimiglia.


         My commission expires:
                                ---------------------

                                                          ___________________
                                                          Notary Public


STATE OF COLORADO           )
                            ) ss.
COUNTY OF EL PASO )