STOCK PURCHASE AGREEMENT


         THIS STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into  this  24th day of July,  2001,  by and  among  JAE-TECH  Engineering  Inc.
("JTE"),  a  Colorado  corporation,  the  persons  listed in  Section  1.1 below
(hereafter  individually  referred to as a "Seller" and collectively referred to
as "Sellers"); and OPEC CORP., a Colorado corporation (the "Purchaser").

                              EXPLANATORY STATEMENT

A.       The Sellers  constitute all of the stockholders of JTE that operates as
         a corporation.

B.       The Sellers own of record and  beneficially and in the aggregate 10,000
         shares of the common  stock (the  "Common  Stock") of JTE (such  10,000
         shares of Common Stock shall be hereinafter collectively referred to as
         the "Sellers Shares").  The Sellers Shares constitute all of the issued
         and outstanding capital stock of JTE.

C.       The  Sellers  desire  to sell,  assign,  transfer  and  deliver  to the
         Purchaser,  and the  Purchaser  desires to purchase,  all, but not less
         than  all,  of the  Sellers  Shares on the  terms  and  subject  to the
         conditions hereinafter contained.

         NOW THEREFORE, in consideration of the Explanatory Statement that shall
be deemed to be a  substantive  part of this  Agreement,  the mutual  covenants,
promises,   agreements,   representations  and  warranties   contained  in  this
Agreement,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which is  hereby  acknowledged,  the  parties  hereto  do hereby
covenant, promise, agree, represent and warrant as follows:

1.       Purchase and Sale of the Sellers Shares.

         1.1.  Purchase and Sale. On the terms and subject to the conditions set
forth in this  Agreement,  at the Closing on the Closing Date, the Sellers shall
each sell, assign, transfer and deliver to the Purchaser and the Purchaser shall
purchase from each of the Sellers,  that number of the Sellers  Shares as is set
forth opposite the name of each of the Sellers as follows:

                                               NUMBER OF SELLERS
                                               SHARES THAT SHALL BE
                  SELLERS                      SOLD TO PURCHASER
                  -------                     --------------------

         John A. Emrick                            9,020
         Joshua Emrick                               400
         Jeanette Emrick                             350
         Josephine Ryan                              230
                                                   ------

         Total                                    10,000

         1.2. Purchase Price;  Security;  Transfer of Securities;  Allocation to
Covenants Against Competition.

         1.2.1. Subject to Section 1.2.6, Purchaser agrees to pay to Sellers, or
Sellers  heirs,  in proportion to the share  ownership set forth in 1.1 above, a
minimum  of 50% of the  monthly  net income of JTE for the 36  consecutive  full
months  following the Closing (the "Net Income  Payments");  provided,  however,
that all  payments  under  this  Section  1.2.1  shall not  exceed in  aggregate
$500,000.  The Net Income Payments shall be made within fifteen days after month
end and  shall  be  accompanied  by an  income  statement  of JTE,  prepared  in
accordance  with  generally  accepting  accounting  principles,  for the  period
payment is being made. As an advance against the Net Income  Payments  described
in this Section 1.2.1,  Purchaser agrees to pay to Sellers, in proportion to the
share  ownership set forth in 1.1.  above,  an initial  amount of $30,000,  with
$10,000 to be paid at the Closing and the remaining $20,000 to be paid within 30
days of the Closing.

         1.2.2.  Sellers  acknowledge  and agree that, with the exception of the
initial $30,000 payment, all Net Income Payments required in Section 1.2.1 shall
be made solely from the cash flow  generated  by JTE.  Thus,  based on projected
cash needs of JTE, if, in Purchaser's good faith  estimation,  JTE does not have
sufficient  cash flow to make part or all of any required  Net Income  Payments,
then  Purchaser  may  defer  any such Net  Income  Payments  until  such time as
sufficient cash flow exists to make such payments.  Deferred payments under this
Section 1.2.2 shall accrue without interest.

         1.2.3.  OPEC agrees to  sub-contract  or refer all  existing and future
engineering  and drafting  projects to JTE as long as JTE remains a wholly owned
subsidiary  of  OPEC  and  provided  that  OPEC's   customers   authorize   such
sub-contracting or referral.  Sellers acknowledge and agree that with respect to
work  performed by JTE for such existing or future  customers of OPEC,  JTE will
invoice its  services at 85% of its  customary  rates (or 85% of the amount OPEC
invoices  the  customer  in  the  case  where  the  customer's   work  has  been
sub-contracted to JTE).

         1.2.4. The Sellers shall deliver to the Purchaser at the Closing on the
Closing  Date,  concurrently  with the  payment  of the  Purchase  Price,  stock
certificate numbers 2,4,5 and 6 of JTE, representing the Sellers Shares owned of
record and  beneficially  by each of the  Sellers,  duly  endorsed in blank,  or
accompanied by assignments separate from certificate duly endorsed in blank.

         1.2.5.  The parties hereto hereby  acknowledge and agree that an amount
equal to Two Hundred Thousand Dollars  ($200,000) of the Purchase Price shall be
allocated to the covenant against  competition given to the Purchaser by John A.
Emrick pursuant to the Employment Agreement between Purchaser and Mr. Emrick.

         1.2.6.  Purchaser shall have the right to terminate this Agreement,  in
its sole discretion, and return the Sellers Shares to the Sellers upon either of
the  following  events:  (a) JTE does not collect  $400,000 in revenue from that
certain  contract  with  Qwest  Corporation  dated  May  1,  2001,  (the  "Qwest
Contract")  in the first full 12 calendar  months  following the Closing of this
Agreement,  or (b) JTE does not  collect  $1,000,000  in revenue  from the Qwest
Contract during the 13th thru 24th full calendar months following the Closing of
this Agreement. If Purchaser exercises its right of termination under either (a)
or (b) above,  Purchaser shall deliver written notice indicating its termination
to John A.  Emrick  (which  shall be deemed to be  notice  give to all  Sellers)
within 60 days following the end of the applicable  12-month  period.  With such
notice,  Purchaser  shall return the Sellers Shares and rights to QWEST contract
dated May 1, 2001. All  obligations  under this Agreement  shall terminate as of
the date of the  written  notice,  Sellers  shall not be  required to return any
portion of the  purchase  price paid  through  the  written  notice date and the
indemnification  provisions  of Section 6 of this  Agreement  shall  survive any
termination  under this  Section  1.2.6.  Determination  of whether  the revenue
requirements  in  either  (a) or (b)  above  shall  be  based  upon  the  income
statements delivered pursuant to Section 1.2.1.

2.       Closing.  The closing of the  purchase  and sale of the Sellers  Shares
         provided for by this Agreement  (referred to throughout  this Agreement
         as the "Closing") shall take place at 1880 Office Club Point,  Colorado
         Springs,  CO 80920 on July 23,  2001,  at 5:00  o'clock  p.m. The time,
         place and date of the Closing are referred to throughout this Agreement
         as the "Closing Date".

3.       Representations and Warranties.

         3.1.  Representations and Warranties of Sellers.  The Sellers represent
and warrant to the Purchaser that:

         3.1.1.  Ownership  of  Sellers  Shares.  Each  Seller  is the  sole and
exclusive record and beneficial owner of that number of the Sellers Shares as is
set forth  opposite  his name in  Section  1.1 of this  Agreement.  The  Sellers
possess good and merchantable  title to the Sellers Shares,  and own the Sellers
Shares  free  and  clear  of  any  and  all  security   interests,   agreements,
restrictions, claims, liens, pledges and encumbrances of any nature or kind. The
Sellers have the absolute and unconditional right to sell, assign,  transfer and
deliver the Sellers Shares to the Purchaser in accordance with the terms of this
Agreement.

         3.1.2.  Due  Organization;  Good  Standing;  Authority of JTE. JTE is a
corporation duly organized, validly existing as a stock corporation, and in good
standing under the laws of the State of Colorado. JTE has full right, power, and
authority to own its properties and assets, and to carry on its business. JTE is
duly licensed,  qualified and authorized to do business as a corporation, and is
in good standing,  in each jurisdiction in which the properties and assets owned
by it or the  nature  of the  business  conducted  by it makes  such  licensing,
qualification and authorization  legally necessary.  A complete and correct copy
of each of JTE's  Articles  of  Incorporation,  as  amended  to the date of this
Agreement,  (the "Charter")  certified by the Secretary of State of the State of
Colorado  (the  "Department")  and  bylaws,  as  amended  to the  date  of  this
Agreement,  (the  "Bylaws"),  is attached to this Agreement as Exhibits 1 and 2,
respectively,  and is  incorporated  by  reference  herein.  The Charter and the
Bylaws are in full force and effect,  and JTE is not in breach or  violation  of
any of the provisions thereof. The minute books of JTE containing the minutes of
the meetings of the stockholders of JTE and the board of directors of JTE, which
were  heretofore made available to the Purchaser for  examination,  are complete
and correct and accurately  reflect all  proceedings of the  stockholders of JTE
and the board of directors of JTE.

         3.1.3.  Validity of Agreement.  The Sellers have the legal capacity and
authority to enter into this  Agreement.  This  Agreement is a valid and legally
binding  obligation of the Sellers and is fully enforceable  against the Sellers
in accordance with its terms,  except as such  enforceability  may be limited by
general  principles of equity,  bankruptcy,  insolvency,  moratorium and similar
laws relating to creditors' rights generally.

         3.1.4. Capitalization; the JTE Stock; Related Matters. JTE's authorized
capital  stock  consists  of 100,000  shares of common  stock,  of which  10,000
shares,  namely,  the Sellers  Shares,  are issued and  outstanding and owned of
record and beneficially by each Seller as is set forth opposite the name of each
Seller in Section  1.1 of this  Agreement.  The  Sellers  Shares have been duly,
legally and validly issued, and are fully-paid and  non-assessable.  Delivery of
the Sellers Shares by the Sellers to the Purchaser at the Closing on the Closing
Date pursuant to this  Agreement  will transfer to the Purchaser full and entire
legal and equitable title to 100% of the issued and outstanding capital stock of
JTE.

         3.1.5. Options,  Warrants and Other Rights and Agreements Affecting JTE
Capital Stock. JTE has no authorized or outstanding  options,  warrants,  calls,
subscriptions,  rights,  convertible securities or other securities (hereinafter
"Securities") or any commitments,  agreements, arrangements or understandings of
any kind or nature  obligating  JTE,  in any such case,  to issue  shares of JTE
capital stock or other  Securities or securities  convertible into or evidencing
the right to purchase shares of JTE capital stock or other  Securities.  Neither
the Sellers nor JTE is a party to any agreement,  understanding,  arrangement or
commitment,  or bound by any Articles of  Incorporation or bylaw provision which
creates any rights in any Person with  respect to the  authorization,  issuance,
voting,  sale or  transfer  of any  shares  of  JTE's  capital  stock  or  other
Securities.

         3.1.6. No  Subsidiaries.  JTE does not have any  subsidiaries  and does
not,  directly or  indirectly,  own any interest in or control any  corporation,
partnership, joint venture, or other business entity.

         3.1.7.  Agreement  Not in  Conflict  with Other  Instruments;  Required
Approvals  Obtained.  The  execution,  acknowledgment,  sealing,  delivery,  and
performance  of  this  Agreement  by the  Sellers  and the  consummation  of the
transactions  contemplated by this Agreement will not (a) violate or require any
registration,  qualification,  consent,  approval, or filing under, (i) any law,
statute,  ordinance, rule or regulation (hereinafter collectively referred to as
"Laws") of any  federal,  state or local  government  (hereinafter  collectively
referred  to  as   "Governments")   or  any  agency,   bureau,   commission   or
instrumentality  of any Governments  ("hereinafter  collectively  referred to as
"Governmental  Agencies"),  or (ii) any  judgment,  injunction,  order,  writ or
decree of any court, arbitrator,  Government or Governmental Agency by which JTE
or any of its assets or  Properties  is bound;  (b) conflict  with,  require any
consent,  approval,  or filing under, result in the breach or termination of any
provision of,  constitute a default  under,  result in the  acceleration  of the
performance of JTE's obligations  under, or result in the creation of any claim,
security  interest,  lien,  charge, or encumbrance upon any of JTE's properties,
assets,  or  businesses  pursuant  to, (i) JTE's  Charter  or  Bylaws,  (ii) any
indenture,   mortgage,  deed  of  trust,  license,  permit,  approval,  consent,
franchise,  lease,  contract, or other instrument or agreement to which JTE is a
party or by which JTE or any of JTE's assets or  properties  is bound,  or (iii)
any  judgment,  injunction,  order,  writ or  decree of any  court,  arbitrator,
Government  or  Governmental  Agency  by  which  JTE or any  of  its  assets  or
properties is bound.

         3.1.8.   Conduct  of  Business  in  Compliance   with   Regulatory  and
Contractual Requirements.  JTE has conducted and is conducting JTE's business in
compliance  with  all  applicable  Laws  of  all  Governments  and  Governmental
Agencies.  Neither the real or personal  properties owned,  leased,  operated or
occupied by JTE, nor the use, operation or maintenance thereof, (i) violates any
Laws of any Government or Governmental  Agency, or (ii) violates any restrictive
or similar covenant, agreement, commitment, understanding or arrangement.

         3.1.9.  Licenses;   Permits;   Related  Approvals.  JTE  possesses  all
licenses,  permits, consents,  approvals,  authorizations,  qualifications,  and
orders ("hereinafter  collectively  referred to as "Permits") of all Governments
and  Governmental  Agencies  lawfully  required  to enable JTE to conduct  JTE's
business as an engineering  services provider in all  jurisdictions.  All of the
Permits  are in full  force  and  effect,  and no  suspension,  modification  or
cancellation  of any of the  Permits  is pending  or  threatened.  A list of the
Permits is attached hereto as Exhibit 3 and incorporated by reference herein.

         3.1.10. Legal Proceedings. There is no action, suit, proceeding, claim,
arbitration,  or investigation by any Government,  Governmental  Agency or other
Person (i) pending to which JTE is a party, (ii) threatened  against or relating
to JTE or any of JTE's assets or businesses,  (iii)  challenging  JTE's right to
execute,   acknowledge,   seal,   deliver,   perform  under  or  consummate  the
transactions  contemplated by this  Agreement,  or (iv) asserting any right with
respect to any of the Sellers Shares, and there is no basis for any such action,
suit, proceeding, claim, arbitration or investigation.

         3.1.11. Financial Statements;  Undisclosed Liabilities. Attached hereto
as Exhibit 5 and  incorporated  by reference  herein are copies of JTE's balance
sheet as of July 18, 2001,  JTE's Statement of Operations and Retained  Earnings
for the period ended July 18, 2001 (hereinafter  collectively referred to as the
"Interim  Statements").  The Financial Statements and the Interim Statements are
in accordance with the books and records of JTE, are true,  correct and complete
and  accurately  present  JTE's  financial  position  as of the  dates set forth
therein  and the  results of JTE's  operations  and  changes in JTE's  financial
position for the periods then ended,  all in conformity with generally  accepted
accounting  principles applied on a consistent basis during each period and on a
basis  consistent  with that of prior  periods.  Except (i) as  disclosed in the
Financial  Statements and the Interim Statements,  and (ii) as disclosed in this
Agreement, JTE has no liabilities or obligations of any nature or kind, known or
unknown, whether accrued, absolute,  contingent, or otherwise. There is no basis
for  assertion  against  JTE of any claim,  liability  or  obligation  not fully
disclosed in the Financial  Statements and the Interim  Statements.  All prepaid
items set forth in JTE's Financial  Statements and Interim  Statements have been
properly accrued.

         3.1.12. Tax Matters. JTE has duly and timely filed with all appropriate
Governmental  Agencies,  all  tax  returns,  information  returns,  and  reports
required to be filed by JTE.  Except for  accruals  for payroll  taxes  payable,
income taxes payable,  and deferred taxes as set forth in JTE's Balance Sheet as
of July 18, 2001 (collectively,  the "Accrued Taxes"),  JTE has paid in full all
taxes (including taxes withheld from employees'  salaries and other  withholding
taxes and obligations),  interest, penalties,  assessments and deficiencies owed
by JTE to all taxing  authorities.  All  information  reported on the Returns is
true,  accurate,  and  complete.  All  claims  by the  IRS or any  state  taxing
authorities  for  taxes  due and  payable  by JTE  has  been  paid  by JTE.  The
provisions  for the Accrued  Taxes are  adequate for the payment of all of JTE's
liabilities  for unpaid taxes (whether or not  disputed).  JTE has not adopted a
plan of complete liquidation under the Internal Revenue Code of 1986, as amended
(the  "Code").  JTE is not a party  to,  and is not  aware of,  any  pending  or
threatened action, suit, proceeding, or assessment against it for the collection
of taxes by any Governmental Agency.

         3.1.13.   Accounts   Receivable;   Accounts  Payable.   JTE's  accounts
receivable  reflected on JTE's  Balance  Sheet as of July 18, 2001 (the "Balance
Sheet") and all accounts  receivable arising after the date of the Balance Sheet
(collectively, the "Accounts Receivable") are bona fide accounts receivable, the
full amount of which is actually owing to JTE. The Accounts  Receivable  will be
fully  collectible by the Purchaser within 90 days of the Closing Date,  without
offset, recoupment,  counterclaim,  claim or diminution.  JTE's accounts payable
reflected on the Balance Sheet and all accounts  payable  arising after the date
of the Balance Sheet arose from bona fide transactions in the ordinary course of
JTE's business.

         3.1.14.  No Real  Property.  Except as set forth on  Exhibit 7 attached
hereto  and  incorporated  by  reference  herein,  JTE  does not own or have any
interest in any real estate.

         3.1.15. Condition of Personal Property.  Except as set forth on Exhibit
8 attached hereto and incorporated by reference herein, JTE does not own or have
any interest in any personal property.

         3.1.16.   Certain   Contracts.   Attached   hereto  as  Exhibit  9  and
incorporated by reference  herein is a true,  correct and complete list and copy
of  all   contracts   under  which  JTE  is   providing   engineering   services
(collectively,  the "Service  Contracts").  Each of the Service  Contracts is in
full force and effect, is valid and binding upon each of the parties thereto and
is fully  enforceable by JTE against the other party thereto in accordance  with
its terms.  Neither  Sellers nor JTE has any notice of, or any reason to believe
that there is or has been any actual,  threatened or contemplated termination or
modification  of any of the  Service  Contracts.  No party to any of the Service
Contracts is in breach of or in default  thereunder,  nor has any event occurred
which,  with the  lapse of time,  notice  or  election,  may  become a breach or
default by JTE or any other party to or under any of the Service Contracts.  All
payments required to be made pursuant to the Service Contracts by parties to the
Service  Contracts,  and other Persons for whose benefit Service  Contracts were
executed,  have been paid in full through July 18, 2001.  The Service  Contracts
are in compliance with all applicable  Laws of all Governments and  Governmental
Agencies.

         3.1.17. Contracts, Licenses, and Other Agreements.  Attached hereto and
incorporated by reference herein are the following:

         3.1.17.1  Exhibit 10, a true,  correct and  complete  list and copy (or
where they are oral, true, correct and complete written summaries) of all leases
of JTE relating to real property.

         3.1.17.2.  Exhibit 11, a true,  correct and complete  list and copy (or
where they are oral, true, correct and complete written summaries) of all leases
of JTE relating to personal property.

         3.1.17.3.  Exhibit 12, a true,  correct and complete  list and copy (or
where they are oral,  true,  correct  and  complete  written  summaries)  of all
licenses,  franchises,  assignments  or  other  agreements  of JTE  relating  to
trademarks,  trade names, patents, copyrights and service marks (or applications
therefor), unpatented designs or styles, know-how and technical assistance.

         3.1.17.4.  Exhibit 13, a true,  correct and complete  list and copy (or
where they are oral,  true,  correct  and  complete  written  summaries)  of all
Permits, other than those listed in Exhibit 12, relating to the operation of the
business of JTE.

         3.1.17.5.  Exhibit 14, a true,  correct and complete  list and copy (or
where they are oral,  true,  correct  and  complete  written  summaries)  of all
employment, compensation and consulting agreements, contracts, understandings or
arrangements  of JTE  with  any  officer,  director,  employee,  broker,  agent,
consultant,  salesman or other Person,  including the names,  starting  dates of
employment, term of employment,  functions and aggregate compensation (including
salary, bonuses, commissions and other forms of compensation).

         3.1.17.6.  Exhibit 15, a true,  correct and complete  list and copy (or
where they are oral,  true,  correct  and  complete  written  summaries)  of all
agreements of JTE for the purchase, sale or lease of goods, materials, supplies,
machinery,  equipment,  capital  assets and services  having a cost in excess of
$1,000 in any one instance or in excess of $ 1,000 in the aggregate.

         3.1.17.7.  Exhibit 16, a true,  correct and complete  list and copy (or
where they are oral,  true,  correct  and  complete  written  summaries)  of all
agreements  and  arrangements,  other than those listed in Exhibit 15, which JTE
has with any supplier, distributor,  franchisor, dealer, sales agent, broker, or
representative.

         3.1.17.8.  Exhibit 17, a true,  correct and complete  list and copy (or
where they are oral,  true,  correct  and  complete  written  summaries)  of all
agreements and  arrangements  of JTE for the borrowing or lending of money, on a
secured or unsecured basis, or guaranteeing,  indemnifying or otherwise becoming
liable for the obligations or liabilities of any other Person.

         3.1.17.9.  Exhibit 18, a true,  correct and complete  list and copy (or
where they are oral,  true,  correct  and  complete  written  summaries)  of all
agreements  and  arrangements  of JTE  for  the  construction,  modification  or
improvement of any building or structure  having a cost in excess of $1,000,  or
the incurrence of any other capital expenditure  involving payments in excess of
$1,000.

         3.1.17.10.  Exhibit 19, a true,  correct and complete list and copy (or
where they are oral,  true,  correct  and  complete  written  summaries)  of all
agreements  and  understandings  of JTE other than those  listed in  Exhibits 10
through 18 which are material in nature,  involve the payment or receipt, in any
12 month period, of more than $1,000, or have a term of more than three months.

         Each of the  agreements,  arrangements  and  understandings  listed  in
Exhibits   10  through  19   (hereinafter   collectively   referred  to  as  the
"Commitments")  is in full force and effect,  is valid and binding  upon each of
the  parties  thereto  and is fully  enforceable  by JTE against the other party
thereto in accordance with its terms.  Neither  Sellers,  nor JTE has any notice
of, or any reason to believe that there is or has been any actual, threatened or
contemplated termination or modification of any of the Commitments.  No party to
any of the  Commitments  is in breach of or in default  thereunder,  nor has any
event occurred which, with the lapse of time,  notice or election,  may become a
breach or default by JTE or any other party to or under any of the  Commitments.
JTE has the right to quiet enjoyment of all real properties leased to it for the
full  term  of  the  lease  thereof.  The  execution,  acknowledgment,  sealing,
delivery,  and performance of this Agreement by the Sellers and the consummation
of the  transactions  contemplated  by this Agreement (i) will not result in the
breach or termination of or constitute a default under any Commitment, (ii) does
not require the consent of any party to any of the  Commitments,  and (iii) will
not give any such  party  the right to  terminate  any of the  Commitments.  All
payments  required to be made by  Sellers,  JTE or any other party to any of the
Commitments  pursuant to any of the  Commitments  have been paid in full through
July 18, 2001. The Commitments are in compliance with all applicable Laws of all
Governments and Governmental Agencies and there are no Laws of any Government or
Governmental Agencies, actions, suits, proceedings, arbitrations, orders, writs,
or decrees in any such case  existing or  proposed,  which  adversely  affect or
might adversely affect JTE's rights under any of the Commitments.

         3.1.18.  Insurance.  Attached hereto as Exhibit 20 and  incorporated by
reference herein is a list of all insurance  policies of JTE, setting forth with
respect to each policy the name of the insurer, a description of the policy, the
dollar  amount of coverages,  the amount of the premium,  the date through which
all premiums have been paid, and the  expiration  date.  Each  insurance  policy
relating to the insurance referred to in Exhibit 20 is in full force and effect,
is valid and  enforceable,  and JTE is not in breach of or in default  under any
such policy.  Neither Sellers nor JTE has any notice of or any reason to believe
that there is or has been any actual, threatened, or contemplated termination or
cancellation of any insurance  policy  relating to the insurance  referred to in
Exhibit 20. Attached hereto as Exhibit 21 and  incorporated by reference  herein
is a true,  correct and complete  list and summary of all claims which have been
made under each  insurance  policy  relating  to the  insurance  referred  to in
Exhibit  20. JTE has not failed to give any notice or to present any claim under
any insurance policy in a due and timely fashion.

         3.1.19.   Benefit  Plans.  For  purposes  of  the  representations  and
warranties set forth below in this Section  3.1.19,  the term "Benefit Plans" is
defined broadly to include (i) all plans,  programs, or arrangements (whether or
not insured) which provide to employees  pension,  profit sharing,  ESOP,  stock
option,  incentive bonus,  surgical or other physician,  hospitalization,  major
medical, dental, optical,  prescription drug, health insurance,  life insurance,
accidental death and dismemberment, short-term disability, long-term disability,
sick leave, vacation, severance, supplemental unemployment,  layoff, automobile,
apprenticeship and training, day care, scholarship, or group legal benefits, and
(ii) any other "employee benefit plan," as that term is defined in ERISA.

                           Sellers represent and warrant to the Purchaser that:

         3.1.19.1.  Exhibit 22 attached hereto and incorporated herein describes
all Benefit Plans  maintained by JTE and identifies  whether or not each of such
Benefit  Plans is funded (i) by an insurance  contract,  (ii) out of the general
assets of the business,  or (iii) by a trust or other funding  medium.  No other
Benefit  Plans are presently in effect with respect to JTE or are required to be
offered by JTE either at the present  time or in the  future,  under any current
agreement, arrangement or understanding; all such Benefit Plans are currently in
full force and effect, and comply with all applicable  agreements,  arrangements
and understandings  between JTE and its employees;  all contributions,  premiums
and other  payments due in respect of such Benefit Plans have been paid; and all
such Benefit Plans comply with all applicable  Laws.  Exhibit 23 attached hereto
and  incorporated by reference  herein sets forth the projected  annual cost for
each  Benefit  Plan and  indicates to what extent JTE has funded each such cost.
JTE is in compliance  with the  requirements  of all such Benefit Plans,  and no
condition presently exists which, with the passage of time, would cause any such
Benefit Plan to be in  noncompliance  with any  applicable  Law, or JTE to be in
noncompliance with any provisions of any such Benefit Plan.

         3.1.19.2.  Except for the payment of  non-forfeitable  benefits under a
pension or profit sharing plan or as prohibited by any applicable Law, there are
no restrictions  on the Purchaser's  right to terminate or decrease the level of
benefits  under  any  Benefit  Plan  after the  Closing  Date,  without  further
liability to any present or former employee.


<PAGE>



         3.1.20. Employee Relations and Employment Agreements.

         3.1.20.1.   None  of  JTE's   employees  is   represented  by  a  labor
organization.  No  petition  for  representation  has ever been  filed  with the
National  Labor  Relations  Board (the "NLRB") with respect to JTE's  employees.
Sellers are not aware of any union  organizational  activity with respect to JTE
and have no reason to believe that any such activity is being contemplated.

         3.1.20.2.  JTE is not  in  violation  of  applicable  equal  employment
opportunity  laws,  wage and hour laws,  occupational  safety  and health  laws,
federal labor laws, or any other Laws of any Government or  Governmental  Agency
relating to  employment.  Sellers have  disclosed to the Purchaser the status of
all  investigations,   claims,   charges,   and   employment-related   suits  or
controversies  which have  occurred with respect to JTE within the last 10 years
or which are  presently  pending  or  threatened  with  respect to JTE under any
employment-related  Law of any  Government  or  Governmental  Agency  (including
common law).  JTE has  satisfied  and performed  fully all  judgments,  decrees,
conciliation  agreements,  or  settlement  agreements by which it is bound or to
which  it  is  subject  concerning  employment-related  matters  and  each  such
judgment, decree, or agreement is disclosed on Exhibit 24.

         3.1.20.3.  JTE has not entered into any  employment  agreement  and all
employees  can be  terminated  at will.  JTE has no  contractual  obligation  or
special termination or severance arrangement in respect of any employee.

         3.1.20.4.  JTE has paid all wages due  (including  all required  taxes,
insurance,  and  withholding  thereon)  through  the  Closing  Date.  Exhibit 25
attached  hereto and  incorporated  by  reference  herein sets forth all accrued
vacation,  accrued sick leave, and accrued bonuses  (including pro rata accruals
for a period of a year) due to employees of JTE as of the Closing Date.

         3.1.20.5.  Exhibit 26 attached  hereto and  incorporated  by  reference
herein sets forth each JTE employee's  date of hire,  position,  present salary,
amount of bonus paid in the past year, and announced  termination date (if any).
The Sellers have  provided to the Purchaser  access to the  personnel  files and
employment records of all JTE employees.

         3.1.21.  Patents;  Trademarks;  Related  Contracts.  Attached hereto as
Exhibit 27 and incorporated by reference herein, is a true, correct and complete
list of all of JTE's  patents,  trademarks,  trade names,  or trademark or trade
name  registrations,  service marks,  and copyrights or copyright  registrations
(the  "Proprietary   Rights").  All  of  JTE's  Proprietary  Rights  are  valid,
enforceable, in full force and effect and free and clear of any and all security
interests,  liens,  pledges and  encumbrances of any nature or kind. JTE has not
licensed, leased or otherwise assigned,  transferred or granted any right to use
any of its Proprietary  Rights to any other Person,  and no Person is infringing
upon JTE's Proprietary  Rights. JTE has not infringed and is not infringing upon
any patent,  trademark,  trade name,  or trademark  or trade name  registration,
service mark, copyright, or copyright registration of any other Person.

         3.1.22. Books and Records;  Fiscal Year; Method of Accounting.  JTE has
made  available  to the  Purchaser  all of its tax,  accounting,  corporate  and
financial books and records.  The books and records pertaining to JTE's business
made  available  to the  Purchaser  are true,  correct and  complete,  have been
maintained on a current basis,  and fairly reflect the basis for JTE's financial
condition and results of operations as set forth in the Financial Statements and
the Interim Statements. JTE has consistently used the fiscal year ended December
31 as its taxable year, and has consistently  used the cash method as its method
of accounting for tax purposes.

         3.1.23.Bank Accounts and Safe Deposit Arrangements.  Attached hereto as
Exhibit 28 and incorporated by reference herein is a true,  correct and complete
list of each checking  account,  savings account and other bank account and safe
deposit  box  maintained  by JTE,  and the names of all  persons  authorized  to
withdraw funds or other property from, or otherwise deal with, such accounts and
safe deposit boxes.

         3.1.24.  Absence of Certain  Changes  or Events.  Since July 18,  2001,
except as set forth in Exhibit 29 attached hereto and  incorporated by reference
herein, JTE has not:

         3.1.24.1.   Incurred   any   indebtedness,   obligation   or  liability
(contingent or otherwise),  except normal trade or business obligations incurred
in the  ordinary  course of its  business,  none of which was  entered  into for
inadequate consideration and none of which exceeds $15,000 in amount.

         3.1.24.2.  Discharged  or  satisfied  any  security  interest,  lien or
encumbrance  or paid any  indebtedness,  obligation or liability  (contingent or
otherwise),  except (A) current  liabilities and (B) scheduled payments pursuant
to obligations under contracts, agreements, or leases listed in Exhibit 5.

         3.1.24.3.  Mortgaged,  pledged, or subjected to lien, charge,  security
interest, or other encumbrance any of its assets or properties.

         3.1.24.4. Sold, assigned,  transferred,  leased, disposed of, or agreed
to  sell,  assign,  transfer,  lease,  or  dispose  of,  any  of its  assets  or
properties.

         3.1.24.5.  Acquired  or  leased  any  assets or  property  of any other
Person.

         3.1.24.6. Cancelled or compromised any debt or claim.

         3.1.24.7. Waived or released any rights.

         3.1.24.8. Transferred or granted any rights with respect to know-how or
any rights existing under any leases, licenses,  agreements,  inventions, or any
of the Proprietary Rights.

         3.1.24.9.  Granted  or  made  any  contract,   agreement,   promise  or
commitment to grant any wage, salary or employee benefit increase to, or entered
into any employment  contract,  bonus,  stock option,  profit sharing,  pension,
incentive,  retirement or other similar  arrangement  or plan with, any officer,
employee or other Person.

         3.1.24.10. Entered into any collective bargaining agreement or made any
commitment or incurred any liability to any labor organization.

         3.1.24.11.  Made any capital expenditure in excess of $1,000 or entered
into any commitment therefor.

         3.1.24.12.  Suffered any casualty  loss or damage,  whether or not such
loss or damage is or was covered by insurance.

         3.1.24.13.  Suffered any adverse  change in its  operations,  earnings,
assets,  liabilities,  properties, or business or in its condition (financial or
otherwise).

         3.1.24.14.  Changed  the  nature  of  its  business  or its  method  of
accounting.

         3.1.24.15.  Other than in the ordinary course of business, entered into
any transaction, contract, or commitment.

         3.1.24.16.  Terminated  or modified,  or agreed to the  termination  or
modification  of, any Service  Contract,  Participation  Agreement or any of the
Commitments.

         3.1.24.17.  Suffered a loss of any  supplier or  suppliers,  which loss
(individually  or in the  aggregate)  has had, or may have, an adverse effect on
its financial condition, results of operations, business, or prospects.

         3.1.24.18.  Suffered  any  material  adverse  change  in its  assets or
liabilities,  in its  condition,  financial or  otherwise,  or in its  business,
properties, earnings or net worth.

         3.1.25.  Insider  Transactions.  Attached  hereto  as  Exhibit  30  and
incorporated  by reference  herein is a true,  correct and complete  list of the
following:

         3.1.25.1.  The amounts and other  essential  terms of  indebtedness  or
other  obligations,   agreements,   undertakings,   liabilities  or  commitments
(contingent  or  otherwise)  of JTE to or  from  any  past or  present  officer,
director, member, stockholder or any Person related to, controlling,  controlled
by or under common  control with any of the  foregoing  (collectively,  "Control
Persons").

         3.1.25.2.  All  transactions  between each Control Person and JTE since
JTE's date of incorporation,  and all proposed or contemplated transactions with
each Control Person, together with the essential terms thereof.

         3.1.26.Adverse Conditions.  Sellers have no knowledge of any present or
future  condition,  state of facts or  circumstances  which has  affected or may
affect  adversely  the  business  of JTE or  prevent  JTE from  carrying  on its
business.

         3.1.27. Full Disclosure. This Agreement (including the Exhibits hereto)
does not contain any untrue  statement  of a material  fact or omit to state any
material fact necessary to make the statements  contained herein not misleading.
There  is no fact  known  to  Sellers  or JTE  which  is not  disclosed  in this
Agreement which materially adversely affects the accuracy of the representations
and warranties contained in this Agreement or JTE's financial condition, results
of operations, business, or prospects.

         3.1.28. Negotiations with Other Persons. Sellers will not, and will not
permit JTE to, initiate,  encourage the initiation by others,  or participate in
any discussions or negotiations  with any other Persons  relating to the sale or
other  disposition  of any of the capital stock of JTE or any assets of JTE, and
will promptly notify the Purchaser if any Person  initiates such  discussions or
negotiations with them or JTE.

         3.1.29.  No  Brokerage.  Sellers have not incurred  any  obligation  or
liability,  contingent or otherwise,  for brokerage fees, finder's fees, agent's
commissions,  or the like in connection with this Agreement or the  transactions
contemplated hereby.

         3.2.  Representations  and Warranties of the  Purchaser.  The Purchaser
represents and warrants to Sellers that:

         3.2.1.  Due  Organization;  Good  Standing;  Power.  The Purchaser is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Colorado.  The Purchaser has all requisite  corporate power
to enter into this Agreement and to perform its obligations hereunder.

         3.2.2.   Authorization  and  Validity  of  Documents.   The  execution,
acknowledgment,  sealing,  delivery,  and  performance  of this Agreement by the
Purchaser,   and  the   consummation  by  the  Purchaser  of  the   transactions
contemplated  hereby,  have been duly and validly  authorized by the  Purchaser.
This Agreement has been duly executed, acknowledged, sealed and delivered by the
Purchaser  and is a legal,  valid,  and  binding  obligation  of the  Purchaser,
enforceable  against the Purchaser in accordance with its terms,  except as such
enforceability  may be  limited  by general  principles  of equity,  bankruptcy,
insolvency, moratorium and similar laws relating to creditors' rights generally.

         3.2.3. Investment Intent. The Purchaser is acquiring the Sellers Shares
for investment  only, for the Purchaser's  own account,  and not with a view to,
for offer for sale or for sale in connection  with, the distribution or transfer
thereof.  The  Sellers  Shares  are  not  being  purchased  for  subdivision  or
fractionalization  thereof;  and the  Purchaser  has no  contract,  undertaking,
agreement or arrangement with any Person to sell, hypothecate, pledge, donate or
otherwise transfer (with or without consideration) to any such Person any of the
Sellers Shares which the Purchaser is acquiring hereunder, and the Purchaser has
no present  plans or  intention  to enter into any such  contract,  undertaking,
agreement or arrangement.

         3.2.4.  No Brokerage.  The Purchaser has not incurred any obligation or
liability,  contingent or otherwise,  for brokerage fees, finder's fees, agent's
commissions,  or the like in connection with this Agreement or the  transactions
contemplated hereby.

4.       Intentionally  Omitted5.  Additional  Covenants of the Parties.  At the
         Closing on the Closing Date:

         5.1. Addition of Directors. Donald Cannella shall be appointed to JTE's
board of directors, and John A. Emrick shall be the only other director of JTE.


         5.2. John A. Emrick 's Employment by JTE. John A. Emrick shall agree to
serve  as JTE's  president  in  accordance  with  the  terms  of the  Employment
Agreement  attached hereto as Exhibit 31 and  incorporated by reference  herein.
Such employment agreement shall be executed at the Closing.

         5.5.  Officers and Directors of JTE. At the Closing on the Closing Date
the officers of JTE shall be as follows:

                           Donald D. Cannella
                           ------------------
                           John A. Emrick
                           ---------------


         6.       Indemnification.

         6.1.  The  Sellers  shall  defend,  indemnify  and  hold  harmless  the
Purchaser,  its  officers,   directors,   stockholders,   agents,  servants  and
employees,  and their  respective  heirs,  personal  and legal  representatives,
guardians, successors and assigns, from and against any and all claims, threats,
liabilities,  taxes, interest,  fines, penalties,  suits, actions,  proceedings,
demands,  damages, losses, costs and expenses (including attorneys' and experts'
fees and court costs) of every kind and nature arising out of,  resulting  from,
or in connection with:

         6.1.1. Any  misrepresentation or breach by Sellers or any of Sellers of
any representation or warranty contained in this Agreement.

         6.1.2.  Any  nonfulfillment,  failure to comply or breach by Sellers or
any of Sellers of or with any  covenant,  promise or agreement of the Sellers or
any of Sellers contained in this Agreement.

         6.1.3. Any act, failure to act or omission prior to the Closing Date by
any Participant.

         6.1.4. Any act, matter or thing prior to the Closing Date.

         6.2.  Indemnification by Purchaser.  Purchaser shall defend,  indemnify
and hold harmless the Sellers, its officers,  directors,  stockholders and their
respective heirs, personal and legal representatives,  guardians, successors and
assigns,  from and  against  any and all claims,  threats,  liabilities,  taxes,
interest,  fines,  penalties,  suits, actions,  proceedings,  demands,  damages,
losses,  costs and expenses  (including  attorneys'  and experts' fees and court
costs) of every kind and nature arising out of, resulting from, or in connection
with:

         6.2.1.  Any  misrepresentation,  omission or breach by Purchaser of any
representation or warranty contained in this Agreement.

         6.2.2. Any nonfulfillment, failure to comply or breach by the Purchaser
of or with any covenant, promise or agreement of the Purchaser contained in this
Agreement.





7.       Miscellaneous.

         7.1. Survival of Representations,  Warranties,  and Agreements.  All of
the  representations,  warranties,  covenants,  promises and  agreements  of the
parties  contained  in this  Agreement  (or in any  document  delivered or to be
delivered  pursuant to this  Agreement or in connection  with the Closing) shall
survive the  execution,  acknowledgment,  sealing and delivery of this Agreement
and the consummation of the transactions contemplated hereby.

         7.2.  Certain  Definitions.  As used  throughout  this  Agreement,  the
following terms have the following meanings:

         "Affiliate" has the meaning ascribed to such term in Rule 405
promulgated under the Securities Act, as such rule is in effect on the date
hereof.

         "Bankruptcy  Code" means the United States  Bankruptcy  Code, 11 U.S.C.
Section 101 et seq.,  and all future  acts  supplemental  thereto or  amendatory
thereof.

         "Person" means an individual, partnership, corporation, trust,
unincorporated organization, government, or agency or political subdivision of a
government.

         7.3.  Notices.  All notices,  requests,  demands,  consents,  and other
communications  which  are  required  or  may  be  given  under  this  Agreement
(collectively,  the "Notices") shall be in writing and shall be given either (a)
by personal delivery against a receipted copy, or (b) by certified or registered
U.S.  mail,  return  receipt  requested,   postage  prepaid,  to  the  following
addresses:

         (i)      If to Sellers:

                  JAE-TECH Engineering, Inc.
                  3214 Teardrop Circle
                  Colorado Springs, CO 80917
                  Attention: John A. Emrick, President

         (ii)     If to the Purchaser:

                  OPEC CORP.
                  1880 Office Club Pointe
                  Suite 2010
                  Colorado Springs, CO 80920
                  Attention:  Donald D. Cannella, President

                  with a copy to:

                                    David A. Thayer, Esq.
                                    Jones & Keller, P.C.
                                    1625 Broadway, Suite 1600
                                    Denver, Colorado  80202


or to such other address of which written notice in accordance with this Section
7.3 shall have been provided by such party. Notices may only be given in the
manner hereinabove described in this Section 7.3 and shall be deemed received
when given in such manner.

         7.4. Entire Agreement.  This Agreement  (including the Exhibits hereto)
constitutes the full, entire and integrated agreement between the parties hereto
with  respect  to  the  subject   matter   hereof,   and  supersedes  all  prior
negotiations,  correspondence,  understandings  and agreements among the parties
hereto respecting the subject matter hereof.

         7.5. Assignability. This Agreement shall not be assignable by any party
hereto without the prior written consent of the other parties hereto;  provided,
however,  that the Purchaser may, without the prior written consent of any other
party,  assign its interest in this  Agreement to any Affiliate of the Purchaser
if such Affiliate  undertakes to perform the Purchaser's  obligations  hereunder
that shall have been so assigned,  and upon,  from and after such assignment the
Purchaser shall have no further liabilities, obligations or duties in respect of
the rights, obligations and duties so assigned.

         7.6. Binding Effect; Benefit. This Agreement shall inure to the benefit
of and be binding upon the parties hereto,  each other Person who is indemnified
under any provision of this Agreement,  and their respective heirs, personal and
legal representatives,  guardians, successors and, in the case of Purchaser, its
permitted assigns. Nothing in this Agreement, express or implied, is intended to
confer upon any other Person any rights, remedies, obligations, or liabilities.

         7.7.  Severability.  Any provision of this Agreement which is held by a
court of competent  jurisdiction  to be  prohibited  or  unenforceable  shall be
ineffective  to the  extent of such  prohibition  or  unenforceability,  without
invalidating  or  rendering  unenforceable  the  remaining  provisions  of  this
Agreement.

         7.8. Amendment;  Waiver. No provision of this Agreement may be amended,
waived,  or otherwise  modified  without the prior written consent of all of the
parties  hereto.  No action  taken  pursuant to this  Agreement,  including  any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action of  compliance  with any  representation,
warranty, covenant or agreement herein contained. The waiver by any party hereto
of a breach of any provision or condition  contained in this Agreement shall not
operate or be  construed  as a waiver of any  subsequent  breach or of any other
conditions hereof.

         7.9. Section Headings. The section and other headings contained in this
Agreement  are for  reference  purposes only and shall not affect the meaning or
interpretation of this Agreement.

         7.10.  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to be one and the same instrument.

         7.11.  Applicable  Law. This  Agreement is made and entered  into,  and
shall be governed by and construed in accordance  with, the laws of the State of
Colorado.

         7.12. Remedies.  The parties hereto acknowledge that the Sellers Shares
are unique;  that any claim for monetary  damages may not constitute an adequate
remedy; and that it may therefore be necessary for the protection of the parties
and to  carry  out the  terms  of  this  Agreement  to  apply  for the  specific
performance of the  provisions  hereof.  It is accordingly  hereby agreed by all
parties that no objection to the form of the action or the relief  prayed for in
any proceeding for specific performance of this Agreement shall be raised by any
party, in order that such relief may be  expeditiously  obtained by an aggrieved
party.  All parties may proceed to protect and enforce their rights hereunder by
a suit in equity,  transaction at law or other appropriate  proceeding,  whether
for specific  performance or for an injunction  against a violation of the terms
hereof or in aid of the exercise of any right, power or remedy granted hereunder
or by law, equity or statute or otherwise.  No course of dealing and no delay on
the part of any party  hereto in  exercising  any right,  power or remedy  shall
operate  as a waiver  thereof  or  otherwise  prejudice  its  rights,  powers or
remedies,  and no right,  power or remedy conferred hereby shall be exclusive of
any  other  right,  power or  remedy  referred  to  herein  or now or  hereafter
available at law, in equity, by statute or otherwise.

         7.13.  Further  Assurances.  The Sellers jointly and severally agree to
execute,   acknowledge,  seal  and  deliver,  after  the  date  hereof,  without
additional  consideration,  such further assurances,  instruments and documents,
and to take such  further  actions,  as the  Purchaser  may  request in order to
fulfill the intent of this Agreement and the transactions contemplated hereby.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement  under seal, with the intention of making it a sealed  instrument,  on
the date first above written.

OPEC CORP.                               JAE-TECH Engineering, Inc.
(a Colorado corporation)                (a Colorado corporation)


By: Donald D. Cannella                  By: John A. Emrick
Its:  President                         Its:  President

JAE-TECH Engineering, Inc.
Shareholders


John A. Emrick                          Joshua Emrick


Jeanette Emrick                         Josephine Ryan






<PAGE>


Exhibits

The following exhibits do not apply: Exhibit 3, 7, 8, 10-16, 18-30. No Exhibits
exist to attach and each list reads as follow "NONE".


An index of exhibits is attached. The remaining exhibits, 1, 2, 4-6, 9 and 31
are attached in order.