Securities and Exchange Commission
                                Washington, DC 20549

                                      FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended  December 31, 2006

                      or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ________ to ________

                            Commission file No.  0-19761

                         OP-TECH Environmental Services, Inc.
                  (Exact name of registrant as specified in its charter)

                        Delaware                        91-1528142
          (State or other jurisdiction of           (I.R.S. Employer
           incorporation or organization)          Identification No.)

                  6392 Deere Road, Syracuse, NY            13206
             (Address of principal executive office)    (Zip Code)

                                    (315) 463-1643
                   (Registrant's telephone number, including area code)


              Securities registered pursuant to Section 12(b) of the Act:
                                          None

              Securities registered pursuant to Section 12(g) of the Act:
                                Common Stock, $.01 par value
                                      (Title of Class)

Indicate by check mark if the registrant is a well known seasoned issuer as
defined in Rule 405 of the Securities Act:
Yes [  ] or No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act:
Yes [  ] or No [X]

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days: Yes [X] or No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [X].

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act:
Large accelerated filer [  ]  Accelerated filer [  ] Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.  Yes [  ] or No [X]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and ask price of such common equity
as of the last business day of the registrants most recently completed fiscal
quarter: $8,811,528

Indicate the number of shares outstanding of each of the Company's classes of
common stock, as of March 5, 2007.  Common stock, $.01 par value: 11,748,704


                                    1
<PAGE>


                                    PART I

               SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

The Company is including the following cautionary statement in this Form 10-K
to make applicable and take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 for any forward-looking
statement made by, or on behalf of, the Company.  This 10-K, press releases
issued by the Company, and certain information provided periodically in
writing and orally by the Company's designated officers and agents contain
statements which constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  The words expect, believe, goal, plan, intend,
estimate, and similar expressions and variations thereof used are intended to
specifically identify forward-looking statements.  Where any such forward-
looking statement includes a statement of the assumptions or basis underlying
such forward-looking statement, the Company cautions that, while it believes
such assumptions or basis to be reasonable and makes them in good faith,
assumed facts or basis almost always vary from actual results, and the
differences between assumed facts or basis and actual results can be material,
depending on the circumstances.  Where, in any forward-looking statement, the
Company, or its management, expresses an expectation or belief as to future
results, such expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished.



                                       2
<PAGE>

                                ITEM 1. BUSINESS

                                     General

OP-TECH Environmental Services, Inc. and Subsidiaries (the "Company"), a
Delaware corporation headquartered in Syracuse, New York, provides
comprehensive environmental and industrial cleaning and decontamination
services predominately in New York, New England, Pennsylvania, New Jersey, and
Ohio.  The Company performs industrial cleaning of hazardous and non-hazardous
materials and provides varying services relating to plant facility closure,
including interior and exterior demolition and asbestos removal.  In addition,
the Company provides remediation services for sites contaminated by hazardous
and non-hazardous materials and provides 24-hour emergency spill response
services.  The Company's revenues are derived from state agencies, industrial
companies and municipalities facing complex environmental clean-up problems
associated with hazardous and non-hazardous materials as required by various
governmental agencies.  The Company's services include assessing the
regulatory, technical, and construction aspects of the environmental issue,
and performing the necessary remediation activities.  The Company seeks to
provide its clients with remedial solutions which integrate the various
aspects of a project and are well-documented, practical, cost effective, and
acceptable to regulatory agencies and the public.

In December 2004, the Company's wholly-owned subsidiary, OP-TECH AVIX, Inc.,
became inactive.  The subsidiary is no longer pursuing a separate line of
business and the Company now operates in only one business segment.


                                   Services

Transportation and Disposal Services

The Company provides transportation of bulk and containerized hazardous and
non-hazardous wastes from customer sites to customer-designated landfills and
disposal facilities.  The Company also provides liquid tank truck transports
equipped with vacuum pumps.

24-Hour Emergency Spill Response

Many of the Company's decontamination and mitigation activities result from a
response to an emergency situation by one of its response teams.  These
incidents can result from transportation accidents involving chemical or
petroleum substances, fires at chemical facilities or hazardous waste sites,
transformer fires or explosions involving PCBs, and other unanticipated
events.  The substances involved may pose an immediate threat to public health
or the environment, such as possible groundwater contamination.  The steps
performed by the Company include rapid response, containment and control
procedures, sampling for analytical testing and assessment, neutralization
and treatment, and collection and transportation of the substance to an
appropriate treatment or disposal facility.  The Company derives a material
portion of its revenues from an agreement with the New York State Department
of Environmental Conservation (NYSDEC) to provide emergency response services
in certain areas of New York State, payment of which is guaranteed by the
NYSDEC.

Asbestos Abatement

The Company provides asbestos abatement contracting services to both the
public and private sectors.  The Company has expertise in all types of
asbestos abatement including removal, disposal and enclosure, and
encapsulation.  Asbestos removal is performed in commercial buildings,
industrial facilities, and governmental buildings.

Interior Demolition/Structural Dismantling

The Company provides interior demolition services such as removing walls,
ceilings, and flooring.  In addition, the Company offers structural
dismantling services and has experience in razing concrete, wood and steel
structures, concrete and brick chimneys, and concrete piers and foundations.


                                        3
<PAGE>

On-Site Industrial and Waste Management Services

The Company provides on-site industrial cleaning and waste management
services.  Specialized services for the handling, processing and disposal of
hazardous wastes are performed by vacuuming, soda blasting, hydroblasting,
dredging, dewatering and sludge processing, sludge pumping, chemical cleaning,
and tank cleaning.

Excavation and Site Remediation Services

The Company provides excavation and soil blending services for treatment of
contaminated soil using heavy equipment such as excavators and loaders.  The
Company primarily provides on-site soil blending to public utilities and
municipal customers.

Hydrogeological Services

The Company provides hydrogeological services to petroleum companies,
engineering firms and local and state public entities. The Company maintains
several geologists on staff.  Through performing hydrogeological assessments,
the Company evaluates and determines the need for ground water remediation
systems, pump and treatment systems and sub-surface petroleum product
recovery.  In addition, the Company provides air sparging systems, long-term
remediation system operations and maintenance as well as monitoring well and
recovery well installations.

Non-Hazardous Waste Transfer and Storage Facility

The Company operates a New York State permitted non-hazardous waste treatment,
storage and transfer facility in its Waverly, New York office.  The Company
accepts non-hazardous waste in bulk or containerized form, consolidates the
waste and then transfers it to a landfill or recycling facility.

                            Technologies Employed

The Company utilizes a wide variety of physical and chemical treatment
technologies in performing its remediation activities.  Physical treatment
technologies generally involve filtration and aeration techniques and are used
to separate contaminants from soils, slurries, or water.  Chemical treatment
technologies generally involve flocculation, clarification, precipitation,
polymer addition, chemical oxidation, chemical absorption, and stabilization.
Depending on the contaminants present and the site characteristics, these
technologies are combined into integrated treatment systems which reduce
contaminant concentrations to levels consistent with prescribed regulatory
standards.

                                  Regulation

The business of the Company and its clients is subject to extensive,
stringent, and evolving regulation by the EPA and various other federal,
state, and local environmental authorities.  These regulations directly impact
the demand for the services offered by the Company.  In addition, the Company
is subject to the Federal Occupational Safety and Health Act, which imposes
requirements for employee safety and health.  The Company believes it is in
material compliance with all federal, state, and local regulations governing
its business.

RCRA.  The Resources Conservation and Recovery Act of 1976 is the principal
federal statute governing hazardous waste generation, treatment, storage, and
disposal.  RCRA, or EPA-approved state programs may govern any waste handling
activities of substances classified as "hazardous."  The 1984 amendments to
RCRA substantially expanded its scope by, among other things, providing for
the listing of additional wastes as "hazardous" and providing for the
regulation of hazardous wastes generated in lower quantities than previously
had been regulated.  Additionally, the amendments impose restrictions on land
disposal of certain hazardous wastes, prescribe more stringent standards for
hazardous waste land disposal sites, set standards for underground storage
anks and provide for "corrective" action at or near sites of waste management
units.  Under RCRA, liability and stringent operating requirements may be
imposed on a person who is either a "generator" or a "transporter" of
hazardous waste, or an "owner" or "operator" of a waste treatment, storage, or
disposal facility.


                                          4
<PAGE>


Regulation of underground storage tanks (UST) legislation, in particular
Subtitle I of RCRA, focuses on the regulation of underground tanks in which
liquid petroleum or hazardous substances are stored and provides for the
regulatory setting for a portion of the Company's work.  Subtitle I of RCRA
requires owners of all existing underground tanks to list the age, size, type,
location, and use of each tank with a designated state agency.  The EPA has
published performance standards and financial responsibility requirements for
storage tanks over a five year period.  These regulations also require all new
tanks which are installed to have protection against spills, overflows, and
corrosion.  Subtitle I of RCRA provides civil penalties of up to $15,000 per
violation for each day of non-compliance with tank requirements and $10,000
for each tank for which notification was not given or was falsified.  RCRA
also imposes substantial monitoring obligations on parties which generate,
transport, treat, store, or dispose of hazardous waste.

Superfund Act.  The Comprehensive Environmental Response Compensation and
Liability Act of 1980 ("Superfund Act") generally addresses clean-up of
inactive sites at which hazardous waste treatment, storage, or disposal took
place.  The Superfund Act assigns joint and several liability for cost of
clean-up and damages to natural resources to any person who, currently, or at
the time of disposal of a hazardous substance who by contract, agreement, or
otherwise arranged for disposal or treatment, or arranged with a transporter
for transport of hazardous substances owned or possessed by such person for
disposal or treatment;  and to any person who accepts hazardous substances for
transport to disposal or treatment facilities or sites from which there is a
release or threatened release.  Among other things, the Superfund Act
authorized the federal government either to clean up these sites itself or to
order persons responsible for the situation to do so.  The Superfund Act
created a fund, financed primarily from taxes on oil and certain chemicals, to
be used by the federal government to pay for the clean-up efforts.  Where the
federal government expends money for remedial activities, it may seek
reimbursement from the Potentially Responsible Parties ("PRPs").

The liabilities provided by the Superfund Act could, under certain factual
circumstances, apply to a broad range of possible activities by the Company,
including generation of hazardous substances, releases of hazardous substances
during transportation, failure to properly design a clean-up, removal or
remedial plan and failure to achieve required clean-up standards, leakage of
removed wastes in transit or at the final storage site, and remedial
operations on ground water.  Such liabilities can be joint and several where
other parties are involved.

Other.  The Company's operations are subject to other federal laws protecting
the environment, including the Clean Water Act and the Toxic Substances
Control Act.

Many states have also enacted statutes regulating the handling of hazardous
substances, some of which are broader and more stringent than the federal laws
and regulations.


                           Competitive Conditions

The markets for environmental remediation, as well as demolition and asbestos
removal, continue to be very competitive.  The Company competes with many
different firms ranging from small local firms to large national firms, many
of which have greater financial and marketing resources than the Company.
Competition in environmental services is based largely on competitive pricing
and quality of service provided.  Other competitive factors include geographic
location as well as reputation.  Management believes the Company is one of the
few firms based in its market area that offers a high quality combination of
environmental services at the most competitive prices.  In addition, through
its wide range of environmental services, good reputation, and competitive
pricing, the Company hopes to maintain a competitive edge in the environmental
services business.

The Company operates field offices in Syracuse, Massena, Rochester, Albany,
Plattsburgh, Waverly and Buffalo, New York, as well as Edison, New Jersey and
Cleveland, Ohio.



                                    5
<PAGE>



                               Seasonality

Typically during the first quarter of each calendar year there is less demand
for environmental remediation due to the cold weather, particularly in the
Northeast and Midwest regions.  In addition, factory closings for the year-end
holidays reduce the volume of industrial waste generated, which results in
lower volumes of waste handled by the Company during the first quarter of the
following year.

                                  Customers

The Company's client base includes state agencies, industrial companies,
railroads, real estate developers, auto parts manufacturers, aluminum
producers, utility companies, waste disposal firms, municipalities, and
engineering firms.  During 2006, the Company performed services for
approximately 900 clients.  These projects were substantially all short-term
(three months or less) in nature.  The largest business segment for the each
of the years ended December 31, 2006, 2005, and 2004 was Emergency Spill
Response services.  Emergency Spill Response accounted for 21%, 33% and 33% of
the Company's revenues for the years ended December 31, 2006, 2005, and 2004,
respectively.

During 2006, the Company had project revenue of approximately $8,509,000
related to several contracts with the New York State Department of
Environmental Conservation, which totaled approximately 24% of the Company's
revenues.  The spill response and remediation contracts with the New York
State Department of Environmental Conservation expire in November 2008.  The
loss of this project revenue could have a material adverse effect on the
Company.

                                Insurance

The Company maintains commercial general liability, asbestos liability and
pollution liability insurance which provides aggregate coverage limits of $12
million.  In addition, the Company also maintains workers compensation,
comprehensive automobile, and Directors and Officers liability insurance.  The
Company's insurance coverage is consistent with the insurance requirements
found in the environmental remediation industry.

                                Employees

The Company has entered into a contractual co-employment agreement with a
third party provider.  As of February 1, 2007, the Company had a total of
approximately 180 full-time employees under this contract.  The Company's
ability to retain and expand its staff will be an important factor in
determining the Company's future success.  The Company considers its relations
with its employees to be good, and the Company has never had a work stoppage
or threat of a work stoppage.


                           Available Information

Our internet address is www.op-tech.us.  There we make available, free of
charge, our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and any amendments to those reports, as soon as
reasonably practicable after we electronically file such material with the
Securities and Exchange Commission (SEC).  The information found on our Web
site is not part of this or any other report we file with or furnish to the
SEC.

The public may read and copy any materials that we file with the SEC at the
SEC's Public Reference Room located at 100 F Street NE, Washington, DC 20549.
The public may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains electronic
versions of our reports on its website at www.sec.gov.


                                      6
<PAGE>


                             ITEM 1A. RISK FACTORS

Operations of the Company are funded by a working capital line of credit.  The
borrowing limit on the working capital line of credit is $6,000,000 and the
expiration date is July 1, 2008.  The loss of the availability of this line of
credit after July 1, 2008 could have an adverse effect on the Company if
alternate financing sources are not available.

Sales to one customer, the New York State Department of Environmental
Conservation ("NYS DEC") accounted for 24%, 28% and 33% of the Company's
revenues for the years ended December 31, 2006, 2005 and 2004, respectively.
The Company's Spill Response and Remediation contracts with the NYS DEC expire
in November 2008.  The loss of the NYS DEC contract after November 2008 could
have an adverse effect on the Company.



                       ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.


                            ITEM 2. PROPERTIES

The Company leases its corporate headquarters in Syracuse, NY and its branch
office locations in Buffalo, Rochester, Waverly, Albany, and Plattsburgh, NY,
Edison, NJ and Cleveland, OH.  The Company leases an aggregate of
approximately 74,100 square feet of office and shop space at those locations.
The leases expire at various times through May 31, 2012.  The current
aggregate monthly lease payment is $32,489 plus utilities.

The Company formerly owned a 13.93-acre parcel of land located in the Town of
Massena, St. Lawrence County, New York.  There are three support buildings on
the premises which include office and shop space.  The Company sold this
parcel in November 2006 for $700,000.  As part of the terms of the sale, the
purchaser of the property agreed to allow the Company to continue to rent the
premises for a period of nine months after the closing of the sale at a rental
rate of $7,500 per month plus utilities.  The term of this post possession
period extends through July 31, 2007.  The Company believes that it will be
able to enter into a lease for suitable office and shop space in the Massena,
NY area after the post possession period concludes.


Equipment

The Company's owned equipment consists primarily of construction equipment
such as vacuum trucks, dump trucks, tankers, excavation equipment, utility
vehicles, pumps, generators, and compressors, some of which have been
specially modified for the Company's use.




                                         7
<PAGE>


                          ITEM 3. LEGAL PROCEEDINGS

The Company has an accrued liability of $400,000 at December 31, 2006.  The
liability has been recorded to cover potential legal costs and fees, and also
any indemnity, settlement, or other payments necessary to dispose of a claim
against the Company.


          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


The Company held its annual shareholders meeting on May 4, 2006.  The
shareholders voted on the ratification of Dannible & McKee, LLP as the
Company's auditors, and the election of seven directors.  The following votes
were cast for each:

                                                     For              Against
Ratification of Dannible & McKee, LLP as
the Company's auditors                            6,141,349             -0-


Election of Directors:
Robert J. Berger         Director                 6,141,349             -0-
Richard L. Elander       Director                 6,141,349             -0-
Cornelius B. Murphy, Jr. Director                 6,141,349             -0-
Steven A. Sanders        Director                 6,141,349             -0-
George W. Lee            Director                 6,141,349             -0-
Richard Messina          Director                 6,141,349             -0-
Richard Jacobson         Director                 6,141,349             -0-



There were no other matters submitted to a vote of the Company's shareholders.


                                      8
<PAGE>


                                   PART II


            ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
                        RELATED STOCKHOLDER MATTERS

(a) The shares of the Company's common stock are listed on the Over the
    Counter Bulletin Board under the symbol OTES.

The high and low closing bid prices for the shares of the Company's common
stock were as follows:

       Quarter Ended                High Bid           Low Bid

       March 31, 2005               $0.75              $0.55
       June 30, 2005                $0.75              $0.46
       September 30, 2005           $0.75              $0.45
       December 31, 2005            $0.45              $0.28
       March 31, 2006               $0.50              $0.36
       June 30, 2006                $0.50              $0.35
       September 30, 2006           $0.85              $0.29
       December 31, 2006            $0.75              $0.50
       First quarter through
          March 5, 2007             $0.75              $0.75


The aforementioned prices reflect inter-dealer prices, without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

(b) At March 5, 2007, there were approximately 197 holders of record of the
Company's common stock.

(c) The Company has never paid any dividends.


                 Equity Compensation Plan Information

          Number of securities    Weighted-average      Number of securities
            to be issued upon   exercise price of    remaining avail for future
                exercise of        outstanding         issuance under equity
            outstanding options,  options, warrants     compensation plans
            warrants and rights    and rights (1)     (excluding securities
                                                   reflected in column (a)) (1)
                  1)
                  (a)                  (b)                      (c)
                ---------------   ----------------   --------------------------

Equity
compensation
plans approved by
security holders    1,143,998            $0.18                   95,002

Equity
compensation
plans not approved
by security holders     -                   -                        -
                   -----------         ---------              -----------
Total               1,143,998            $0.18                   95,002
                   ===========         =========              ============


(1) As of March 5, 2007.


                                      9
<PAGE>


                    ITEM 6. SELECTED FINANCIAL DATA


Statement of Operations Data

                                      Year Ended December 31

                        2006        2005       2004        2003        2002

Project Billings    $35,069,989 $21,784,096 $18,170,103 $15,037,888 $15,093,052
Net Income (loss)     $354,669    ($145,744)   $200,086  $1,959,031    $553,666
Net Income (loss)
 Per Share
   Basic                 .03       ($.01)      $.02       $.13         $.04
   Diluted               .03       ($.01)      $.02       $.12         $.04


In 2006 the Company recorded compensation expense of $68,613 in conjunction
with the adoption of Financial Accounting Standards Board Statement No. 123R
Share Based Payment.


Balance Sheet Data
                                       As of December 31
                         2006       2005        2004        2003        2002

Total Assets         $18,376,267 $13,185,755 $12,241,068 $9,124,305  $8,130,139
Long-Term Obligations $7,859,741  $6,024,691  $5,366,959 $4,156,356  $3,570,103



                                        10
<PAGE>


            ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


                         LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2006 the Company had cash and cash equivalents of $30,981 as
compared to $90,928 at December 31, 2005.  Cash in the Company's operating
account is electronically transferred nightly to pay down the Company's
revolving line of credit in order to minimize interest expense.

At December 31, 2006, the Company had working capital of $6,904,241 compared
to working capital of $3,927,136 at December 31, 2005.  The Company had a
current ratio of approximately 1.96 to 1 at the end of 2006 compared to 1.92
to 1 at the end of 2005.

Cash used in operating activities during 2006 was $1,149,460 compared to
$568,200 during 2005.  The increase in cash used in operating activities in
2006 was mainly attributable to a net increase in accounts receivable due to
an increase in project volume.

The Company's net cash used in investing activities of $339,786 during 2006
was attributable to the purchase of various field and office equipment offset
by proceeds from the sale of property.

Cash provided by financing activities of $1,429,294 in 2006 was primarily due
to the timing of pay downs and cash advances on the Company's line of credit,
as was necessitated by the net cash used in operating and investing activities.

The Company has a loan agreement that provides for borrowings up to $6,000,000
on a revolving basis, collateralized by all accounts receivable, inventory and
equipment now owned or acquired later.  The loan is payable on July 1, 2008,
bears interest at a rate of prime plus .50 percent, is subject to certain
restrictive financial covenants, and is subject to default if there is a
material adverse change in the financial or economic condition of the
Company.  As of December 31, 2006, borrowing against the revolving loan
aggregated $5,731,548.

During 2006, all principal payments on the Company's debt were made within
payment terms.

The Company has an interest rate swap agreement that has been designated as a
hedge.  The swap will be evaluated for effectiveness on a quarterly basis and
any ineffective portion will be charged to earnings.  The effect of the swap
is to fix the rate being paid on the term loan at 7.80%.

The Company expects, based on budgeted operating results and the continued
availability of its line of credit, that it will be able to meet obligations
as they come due.


                                   11
<PAGE>


                          RESULTS OF OPERATIONS

This financial review should be read in conjunction with the accompanying
Consolidated Financial Statements and accompanying notes.



                 FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company's future operating results may be affected by a number of factors,
including the Company's ability to successfully increase market share in its
existing service territory while expanding its services into other markets,
realize benefits from cost reduction programs, and utilize its facilities and
work force profitably in the face of intense price competition.



          EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2006 the Financial Accounting Standards Board issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes".  The
interpretation is required to be adopted in the first quarter of 2007.  The
Company does not anticipate any significant impact on its financial position,
results of operations or cash flows as a result of the adoption of the
interpretation.



                                      12
<PAGE>


                          CONTRACTUAL OBLIGATIONS

The Company's estimated future payments as of December 31, 2006 related to its
material debt and other certain contractual obligations and the timing of
those payments are set forth below.  Since many of these payment amounts are
not fixed, the amounts in the table are solely estimates and the actual
amounts may be different.

                                    Payments Due By Period:

        Contractual                  Less than     2 - 3      4 - 5   More than
         Obligations        Total     one year     years      years    5 years
                        ----------  ----------  ----------  --------  ---------

Long-term debt(1)       $2,899,538   $771,345    $1,121,755  $880,760  $125,678

Note payable to bank
under line of credit(2)  5,731,548        -      5,731,548        -          -

Interest Expense (3)     1,345,767    726,612     517,537    92,534       9,084

Operating leases(4)      1,542,263    510,063     619,864    389,836     22,500
                        ----------  ---------   ---------   --------    -------
Total                  $11,519,116 $2,008,020  $7,990,704 $1,363,130   $157,262
                        ==========  ==========  =========  =========   ========

1. Long-term debt represents term loans payable that mature at various dates
through August 2013.  Long-term debt includes scheduled maturities but
excludes interest payments.

2. Note payable to bank under line of credit includes the scheduled maturity
on July 1, 2008, but excludes variable-rate interest payments.  The scheduled
maturity does not consider the Company's ability to draw or pay down the line
of credit facility prior to the maturity date, or the possibility that the
maturity date may be extended by negotiations with the lender.

3. Interest expense represents all interest that will become payable on the
Company's fixed and floating rate long-term debt obligations.  Interest
expense assumes that the prime rate remains at the current rate of 8.25% and
that the Company's working capital line of credit remains at $6,000,000 and is
paid on its maturity date of July 1, 2008.

4. Operating leases represent office facilities and various field equipment
leased under non-	cancelable operating leases expiring at various dates
through 2012.




                       OFF BALANCE SHEET ARRANGEMENTS

The Company has no off balance sheet arrangements at December 31, 2006 or
December 31, 2005 that require disclosure under this item.


                                   13
<PAGE>


            CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management has identified the following critical accounting policies that
affect the Company's more significant judgments and estimates used in the
preparation of the Company's consolidated financial statements.  The
preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the Company's management to make estimates and judgments that affect
the reported amounts of assets and liabilities, revenues and expenses, and
related disclosures of contingent assets and liabilities.  On an on-going
basis, management evaluates those estimates, including those related to assets
held for sale, valuation allowances on deferred tax assets, revenue
recognition, allowance for doubtful accounts and contingencies and litigation.
The Company states these accounting policies in the notes to the consolidated
financial statements and in relevant sections in this discussion and analysis.
These estimates are based on the information that is currently available to
the Company and on various other assumptions that management believes to be
reasonable under the circumstances.  Actual results could vary from those
estimates.

The Company believes that the following critical accounting policies affect
significant judgments and estimates used in the preparation of its
consolidated financial statements:

Contracts are predominately short-term in nature (less than three months) and
revenue is recognized as costs are incurred.  Project costs are generally
billed in the month they are incurred and are shown as current assets.
Revenues recognized in excess of amounts billed are recorded as an asset.  In
the event interim billings exceed costs and estimated profit, the net amount
of deferred revenue is shown as a current liability.  Estimated losses are
recorded in full when identified.

The Company maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments, which
results in bad debt expense.  Management determines the adequacy of this
allowance by continually evaluating individual customer receivables,
considering the customer's financial condition, credit history and current
economic conditions.  If the financial condition of customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.  Additionally, management estimates a
general allowance based on historical charge offs covering other amounts that
may not be collectible.

The Company maintains a valuation allowance on its deferred tax asset based on
the amount of net operating losses that management believes it will not
utilize prior to the expiration dates of these losses.  Management determines
the adequacy of this allowance by continually evaluating its ongoing
profitability and its ability to generate taxable income in the future
sufficient to utilize the net operating losses.  If the profitability of the
Company were to change, it could effect the amount of net operating losses
that could be utilized and require an adjustment to the valuation allowance.

The Company establishes accruals for loss contingencies related to litigation
and claims.  These estimates are prepared using information available to
management at the time of the accrual and at each reporting period.  Events
and circumstances could change requiring management to revise or adjust
amounts accrued for loss contingencies.




                                     14
<PAGE>


                           2006 COMPARED TO 2005

Revenues

During the year ended December 31, 2006, the Company's revenues increased 61%
to $35,069,989 as compared to $21,784,096 for the year ended December 31, 2005.

When comparing 2006 to 2005, the overall increase in project revenue is due to
an increase in the amount of larger projects performed by the Company.  The
Company has made a concerted and planned effort to bid on larger projects at a
lower gross margin percentage in order to grow overall gross margin dollars.


Project Costs and Gross Margin

Project costs for the year ended December 31, 2006 increased 75% to
$27,942,264 from $15,955,533 for the year ended December 31, 2005.  Project
costs as a percentage of revenues was 80% for the year ended December 31, 2006
compared to 73% for the year ended December 31, 2005.  The gross profit margin
for the year ended December 31, 2006 was 20% compared to 27% for the year
ended December 31, 2005.  Gross profit in dollars increased 22% to $7,127,725
from $5,828,563 in 2005.  Project costs paid to St. Lawrence Industrial
Services, Inc., a related party, amounted to approximately $1,074,000 in 2006
and $734,000 in 2005.

The decrease in the gross margin percentage was planned and was due to the
performance of several large projects that were bid at a lower gross margin
percentage than was the Company's average prior to 2006 in order to increase
the overall gross margin dollars.


Selling, General, and Administrative Expenses

During the year ended December 31, 2006, selling, general, and administrative
("SG&A") expenses increased 11% to $5,678,735 compared to $5,107,218 reported
for the previous year exclusive of a $450,000 accrual for a litigation reserve
in 2005.

SG&A expenses as a percentage of revenue decreased to 16% for the year ended
December 31, 2006 from 23% for the year ended December 31, 2005.

When comparing 2006 to 2005, the overall increase in operating expenses is
primarily due to inflationary increases in several areas including payroll
expense, office expense and business insurance, as well as the recording of
stock compensation expense.


Provision for Impairment of Land and Buildings Held for Sale

In September 2006 the Company recognized a provision for impairment of its
land and buildings held for sale in the amount of $150,000 to adjust the
carrying value of the land and building held for sale to its fair value.  In
2005 an impairment provision of $100,000 was recorded.  In November 2006, the
Company sold the land and buildings for $700,000.


Operating Income

As a result of the factors discussed above, for the year ended December 31,
2006, the Company reported operating income of $1,298,990 compared to $171,345
for the previous year.


Interest Expense

Interest expense increased 60% to $615,361 in 2006 compared to $384,240 in
2005.  The increase in interest expense was primarily due to an increase in
the average outstanding balance on the revolving loan when comparing the year
ended December 31, 2006 with the same period in 2005.  The increase in
interest expense is also due to an increase in the rates paid on the Company's
floating rate debt that is tied to changes in the prime rate.  The prime rate
increased from 7.25% at December 31, 2005 to 8.25% at December 31, 2006.



                                        15
<PAGE>


Net Income Before Income Taxes

Net income before income taxes amounted to $629,534 in 2006 compared to net
loss before income taxes of $242,744 in 2005.

Income Tax Benefit

The Company recorded a net income tax expense of $274,865 in 2006 compared to
an income tax benefit of $97,000 in 2005.

Net Income

Net Income for the year ended December 31, 2006 was $354,669 or $.03 per share
basic & diluted compared to net loss of $145,744, or $.01 per share basic and
diluted, for the year ended December 31, 2005.


                           2005 COMPARED TO 2004

Revenues

During the year ended December 31, 2005, the Company's revenues increased 20%
to $21,784,096 as compared to $18,170,103 for the year ended December 31, 2004.
The increase in revenue is due to several factors. Revenues from New York
State Department of Environmental Conservation ("NYSDEC") increased
approximately $2,202,000.  The increased revenue from NYSDEC is primarily due
to one large remediation project in Buffalo, NY that earned approximately
$2,377,000 in revenue.  In addition, total revenue generated from smaller
projects increased as well.  Seven of the nine branch offices experienced
higher revenue in 2005 than in 2004.


Project Costs and Gross Margin

Project costs for the year ended December 31, 2005 increased 20% to
$15,955,533 from $13,334,686 for the year ended December 31, 2004.  Project
costs as a percentage of revenues was 73% for the years ended December 31,
2005 and 2004.  The gross profit margin for the years ended December 31, 2005
and 2004 was 27%.  Project costs paid to St. Lawrence Industrial Services,
Inc., a related party, amounted to approximately $734,000 in 2005 and $838,000
in 2004.


Selling, General, and Administrative Expenses

During the year ended December 31, 2005, selling, general, and administrative
("SG&A") expenses increased 20% to $5,107,218 compared to $4,248,611 reported
for the previous year.  SG&A expenses were approximately 23% of project
revenue for the years ended December 31, 2005 and December 31, 2004.

When comparing 2005 to 2004, the overall increase in operating expenses is due
to several factors:

* Business insurance increased 22% to $403,186.  The increase in insurance
expense is due to the continuing increase in premiums in the insurance market.

* Fuel expense increased 36% to $646,816.  The increase in fuel expense is due
to significantly higher fuel prices, additional pieces of equipment, and
higher utilization of the Company's equipment.

* Occupancy expense increased 25% to $493,332.  The increase in occupancy
expense is attributable to new leases entered into for an additional space in
Waverly, NY and a larger office in Edison, NJ.  In addition, heating costs
were significantly higher in 2005.

* Equipment repair and maintenance expense increased 49% to $539,211.  The
increase in equipment repairs and maintenance was due to the hiring of an
additional mechanic, the increased size of the equipment fleet, the higher
average age of the equipment fleet, and an increased effort to maintain the
fleet in top working condition.


                                    16
<PAGE>


Provision for Impairment of Land and Buildings Held for Sale

At December 31, 2005 the Company recognized a provision for impairment of its
land and buildings held for sale in the amount of $100,000 to adjust the
carrying value of the land and building held for sale to $850,000.


Accrued Litigation Reserve

The Company recorded an accrued liability of $450,000 at December 31, 2005.
The liability has been recorded to cover potential legal costs and fees, and
also any indemnity, settlement, or other payments necessary to dispose of a
claim against the Company.

Operating Income

As a result of the factors discussed above, for the year ended December 31,
2005, the Company reported operating income of $171,345 compared to $586,806
for the previous year.

Interest Expense

Interest expense increased 51% to $384,240 in 2005 compared to $253,854 in
2004.  The increase in interest expense was primarily due to an increase in
the rates paid on the Company's floating rate debt that is tied to changes in
the prime rate.  The prime rate increased from 5.25% at December 31, 2004 to
7.25% at December 31, 2005.  In addition, the average outstanding balance on
the revolving loan and long-term debt increased when comparing the year ended
December 31, 2005 with the same period in 2004.

Net Loss Before Income Taxes

Net loss before income taxes amounted to $242,744 in 2005 compared to net
income before income taxes of $332,684 in 2004.

Income Tax Benefit

The Company recorded a net income tax benefit of $97,000 in 2005 compared to
an income tax expense of $132,598 in 2004.

Net Loss

Net loss for the year ended December 31, 2005 was $145,744 or $.012 per share
basic & diluted compared to net income of $200,086, or $.017 per share basic
and $.016 diluted, for the year ended December 31, 2004.


                                         17
<PAGE>



               ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
                             ABOUT MARKET RISK

The Company is exposed to market risk, including changes in interest rates
because of its variable rate debt.  To manage the potential exposure, the
Company enters into various derivative transactions, mainly interest rate
swaps.  The financial impact of these hedging instruments are offset in part
or in whole by corresponding changes in the underlying exposures being
hedged.  The Company does not hold or issue derivative financial instruments
for trading purposes.  Note 9 to the consolidated financial statements
includes a discussion of the Company's accounting policies for financial
instruments.

Interest rate swaps are used to hedge a term debt obligation.  Based on the
Company's overall interest rate exposure as of and during the year ended
December 31, 2006, including derivative and other rate sensitive instruments,
a one percent change in interest rates would increase or decrease interest
expense by approximately $66,000 annually.

The Company is aware that if the economy were to slow down, the Company's
business could be affected by other companies closing operations or reducing
production, which could reduce the amount of waste generated or industrial
cleaning projects available.  In order to try to mitigate this market risk,
the Company continues to make every effort to secure more emergency spill
response contracts and long-term environmental remediation and industrial
cleaning projects.

For more information regarding market risk, see the audited financial
statements submitted under Item 15 of this report.





                ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The consolidated financial statements and related financial schedule of the
Company and the report of Dannible & McKee LLP are submitted under Item 15
of this report.






                    ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                         ON ACCOUNTING AND FINANCIAL DISCLOSURE

None



                                        18
<PAGE>



                         ITEM 9a - CONTROLS AND PROCEDURES


(a) Disclosure Controls and Procedures.
As of the end of the period covering this Form 10-K, we evaluated the
effectiveness of the design and operation of our "disclosure controls and
procedures". OP-TECH conducted this evaluation under the supervision and with
the participation of management, including our Chief Executive Officer,
President and Chief Financial Officer.

(i) Definition of Disclosure Controls and Procedures.
Disclosure controls and procedures are controls and other procedures that are
designed with the objective of ensuring that information required to be
disclosed in our periodic reports filed under the Exchange Act, such as this
report, is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. As defined by the SEC, such
disclosure controls and procedures are also designed with the objective of
ensuring that such information is accumulated and communicated to our
management, including the Chief Executive Officer, President and Chief
Financial Officer, in such a manner as to allow timely disclosure decisions.

(ii) Limitations on the Effectiveness of Disclosure Controls and Procedures
and Internal Controls.
OP-TECH recognizes that a system of disclosure controls and procedures (as
well as a system of internal controls), no matter how well conceived and
operated, cannot provide absolute assurance that the objectives of the system
are met. Further, the design of such a system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented in a number of ways. Because of the inherent limitations in a
cost-effective control system, system failures may occur and not be detected.
However, the Chief Executive Officer, President and Chief Financial Officer
believe that our system of disclosure controls and procedures provides
reasonable assurance of achieving their objectives.

(iii) Conclusions with Respect to Our Evaluation of Disclosure Controls and
Procedures.
Our Chief Executive Officer, President and Chief Financial Officer have
concluded, based on the evaluation of these controls and procedures, that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to OP-TECH required to be included in OP-TECH's
periodic SEC filings.

(b) Changes in Internal Controls.
There have been no changes in OP-TECH's internal controls over financial
reporting during the last fiscal quarter of 2006 that has materially affected
or is reasonably likely to affect the Company's internal control over
financial reporting.




                        ITEM 9b - OTHER INFORMATION

None


                                      19
<PAGE>



                                  PART III


              ITEM 10. DIRECTORS AND OFFICERS OF THE COMPANY


The following table sets forth certain information about the directors of the
Company, all of whom were unanimously elected at the Annual Meeting of
Stockholders of the registrant on May 4, 2006 for a term of one year.

Each director has served continuously since he was first elected.

The Board of Directors held five meetings during the last calendar year.  All
of the directors attended more than 75% of the total number of meetings held
by the Board of Directors.


Name, Age
Principal Occupation
Year First Elected
Certain Other Information


Robert J. Berger (60)
Director and Co-Chairman of the Board
1998
Mr. Berger has served in his present position as Director since November 1998,
and as Chairman of the Board since February 2000 and as Co-Chairman of the
Board since January 2007.  Mr. Berger was employed in various positions for
OnBank from 1978 through March 31, 1998, his last position being Senior Vice
President, Treasurer, and Chief Financial Officer.  From April through August
1998, he served as consultant to M&T Bancorp. pursuant to its merger agreement
with OnBank.  From August 1998 through 2004, he was an Adjunct Professor at
LeMoyne College in Syracuse, New York.  From August 1998 through June 2002, he
served as Director of the Madden Institute of Business Education at LeMoyne
College.  Mr. Berger is also Chairman, President, and Chief Executive Officer
of St. Lawrence Industrial Services, Inc.



Richard Messina (44)
Director and Co-Chairman of the Board
2005
Mr. Messina was elected to the Board in November 2005 and elected Co-Chairman
of the Board in January 2007.  Mr. Messina founded The Benchmark Company, LLC,
a securities broker-dealer, in 1988.  Benchmark operates out of offices in New
York, Boston and Denver and is primarily engaged in equity research, sales,
and trading on behalf of institutional clients.  Mr. Messina currently serves
as Co-Chief Executive Officer of Benchmark.



                                         20
<PAGE>




Cornelius B. Murphy, Jr. (62)
Director
1991
Dr. Murphy has served in his current position since December 1991.  Dr. Murphy
has been a director of O'Brien & Gere Limited since 1985.  Dr. Murphy also
served as President of O'Brien & Gere Limited from December 1997 to May 1999
and Chairman of the Board of O'Brien & Gere Engineers from January 1993 to
December 1998.  Dr. Murphy currently serves as President of the State
University of New York College of Environmental Science and Forestry, which
is located in Syracuse, New York.



Richard L. Elander (65)
Director
1991
Mr. Elander has served in his present position as a Director since November of
1991. Mr. Elander currently serves as the Commissioner of the Onondaga County
Department of Water Environment Protection.



Steven A. Sanders (61)
Director
1991
Mr. Sanders has served in his present position as a Director since December
1991.  Since January 1, 2004, he has been of counsel to the law firm of Rubin,
Bailin, Ortoli, LLP.  From January 1, 2001 to December 31, 2003, he was
counsel to the law firm of Spitzer & Feldman PC.  Mr. Sanders served as a
partner in the law firm of Beckman, Millman & Sanders LLP from October 1997
to December 2000.



George W. Lee, Jr. (58)
Director
2002
Mr. Lee was elected to the Board in December 2002.  Mr. Lee co-founded
Blasland, Bouck and Lee, Inc., an Engineering News Record top 100 worldwide
engineering and scientific services company in 1984.  He served in various
capacities in this firm, including Executive VP, Director of Marketing and
Director of Health and Safety from 1984 to 1994.  Mr. Lee served on the Board
of Directors of Blasland, Bouck and Lee, Inc. from 1984 to 2005.  Since 1984
Mr. Lee has been active as a consultant to new business ventures involved in
professional development and wastewater treatment.  In October 2005 Mr. Lee
joined Pyramid Brokerage of Central New York as a commercial real estate sales
agent.



Richard Jacobson (43)
Director
2006
Mr. Jacobson was elected to the Board in February 2006.  Mr. Jacobson is
currently a Senior Managing Director with Stern Capital.  From 1999 to 2003
he was a Vice President and Managing Director in the merchant banking group of
Indosuez Capital.  From 1997 to 1999 he was a Vice President in the leveraged
finance group of SG Cowen.  From 1994 to 1997 he was an associate in the
leveraged finance group of Chemical Securities, Inc.  Mr. Jacobson began his
career as an attorney for the law firm of Jacobs, Persinger and Parker.



                                    21
<PAGE>



                              INDEPENDENCE

The Board recognizes the importance of director independence.  Under the rules
of the New York Stock Exchange, to be considered independent, the Board must
determine that a director does not have a direct or indirect material
relationship with the Company.  Moreover, a director will not be independent
if, within the preceding three (3) years: (i) the director was employed by the
company or receives $25,000 per year in direct compensation from the company,
other than director and committee fees or other forms of deferred compensation
for prior service, (ii) the director was  partner of or employed by the
company's independent auditor, (iii) the director is part of an interlocking
directorate in which an executive officer of the company serves on the
compensation committee of another company that employs the director, (iv) the
director is an executive officer or employee of another company that makes
payments to, or receives payments from, the company for property or services
in an amount which, in any single fiscal year, exceeds the greater of
$100,000 or 2% of such other company's consolidated gross revenues, (v) or the
immediate family member in any of the categories in (i) - (iv) above.

The Board has determined that six (6) of the company's seven (7) directors are
independent under these standards.  As a result of Director Berger's ownership
of St. Lawrence Industrial Services Corp., he is not considered to have
independent status.  Mr. Berger does serve on the Compensation committee based
upon his prior business experience and the fact that he is a holder of almost
ten percent (10%) of the outstanding shares of the company's stock.


                      RELATED PARTY TRANSACTION REVIEW

The Board has adopted a policy concerning the review, approval and monitoring
of transactions involving the Company and "related persons" (directors and
executive officers or their immediate family members, or shareholders owning
five percent (5%) or greater of the Company's outstanding shares).  The policy
covers any transaction exceeding $1,000 in which the related person has a
direct or indirect material interest.  Related person transactions must be
approved in advance by the Co-chairmen and reported to the Board at next
meeting following the transaction.  The policy is intended to restrict
transactions to only those which are in the best interests of the Company.


                               AUDIT COMMITTEE

In October of 2002, the Company's Board of Directors formed an Audit Committee
(the "Committee"). The members of the Committee are Messrs. Cornelius Murphy,
Richard Elander, and George Lee. The Committee operates under a written
charter adopted by the Board of Directors.  The Committee held 2 meetings
during the year ended December 31, 2006.  Its duties and responsibilities
include the following:

* Provides oversight of the financial reporting process and management's
responsibility for the integrity, accuracy and objectivity of financial
reports, and accounting and financial reporting practices.
* Recommends to the Board the appointment of the Company's independent
registered accounting firm.
* Provides oversight of the adequacy of the Company's system of internal
controls.
* Provides oversight of management practices relating to ethical considerations
and business conduct, including compliance with laws and regulations.

The Committee has met and held discussions with the Chief Financial Officer
and the Company's independent accountants, Dannible & McKee, LLP, regarding
audit activities. Management has the primary responsibility for the Company's
systems of internal controls and the overall financial reporting process.  The
independent accountants are responsible for performing an independent audit of
the Company's consolidated financial statements in accordance with auditing
standards of the Public Company Accounting Oversight Board (United States),
and to issue a report thereon.  The Committee's responsibility is to monitor
and oversee these processes.  However, the members of the Committee are not
certified public accountants, professional auditors or experts in the fields
of accounting and auditing and rely, without independent verification, on the
information provided to them and on the representations made by management and
the independent accountants.


                                       22
<PAGE>


The Committee recommended to the Board of Directors the appointment of
Dannible & McKee, LLP as the Company's independent accountants for the year
2006, as ratified by shareholders.  The Company's independent accountants
provided to the Committee the written disclosure required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Committee discussed with the independent accountants
that firm's independence.

Management represented to the Committee that the Company's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles.  The Committee has reviewed and discussed the
consolidated financial statements with management and the independent
accountants.  The Committee discussed with the independent accountants matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees) as currently in effect.  Based on these
discussions and reviews, the Committee recommended that the Board of Directors
include the audited consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2006 for filing with the
Securities and Exchange Commission.

The Committee does not have a financial expert.  Due to the small size of the
Company and lack of financial complexity, the Committee does not anticipate
adding a financial expert.


                         REPORT OF AUDIT COMMITTEE

The Audit Committee reviews the company's financial reporting process on
behalf of the Board.  Management has the primary responsibility for
establishing and maintaining adequate internal financial controllership, for
preparing the financial statements and for the public reporting process.
Dannible & McKee, LLP, our company's independent auditor for 2006, is
responsible for expressing an opinion on the conformity of the company's
audited financial statements with generally accepted accounting principles.

In this context, the committee has reviewed and discussed with management and
Dannible & McKee, LLP the audited financial statements for the year ended
December 31, 2006.  The committee has discussed with Dannible & McKee, LLP the
matters that are required to be discussed by Statement on auditing Standards
No. 61 (Communication with Audit committees).  Dannible & McKee, LLP has
provided to the committee the written disclosures and the letter required by
Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), and the committee has discussed with Dannible & McKee, LLP
that firm's independence.  The committee has concluded that Dannible & McKee,
LLP's provision of audit and non-audit services to the company is compatible
with Dannible & McKee, LLP's independence.

Based on the considerations and discussions referred to above, the committee
recommended to the Board of Directors that the audited financial statements
for the year ended December 31, 2006 be included in the Annual Report on form
10-K for 2006.  This report is provided by the following independent
directors, who comprise the committee:

Cornelius Murphy, PhD (Chairman)
Richard Elander
George Lee



                                           23
<PAGE>



                        EXECUTIVE OFFICERS OF THE COMPANY

Name
Age
Position Held


Charles B. Morgan
53
Chief Executive Officer.
Mr. Morgan was named Chief Executive Officer ("CEO") in November 2006.  He has
Been with the Company since January of 2002 and has previously served as
Executive Vice President and Chief Operating Officer
Prior to joining OP-TECH, Mr. Morgan served as a Vice President with the firm
of Camp, Dresser and McKee, an Engineering News Record top 20, Boston, MA
based consulting, engineering, construction and operating firm.


Christopher J. Polimino
41
President
Mr. Polimino has been President of the Company since January 2000.  He has
been with the  Company since December of 1994 and has previously served as
Chief Executive Officer, Executive Vice President, General Manager, and
Controller.


Douglas R. Lee
36
Chief Financial Officer & Treasurer
Mr. Lee was named Chief Financial Officer ("CFO") in August 2002 and Treasurer
in December 2001, and has been Controller of the Company since March 2001.
Mr. Lee is an inactive Certified Public Accountant in New York State.  He
previously worked as an Auditor for a public accounting firm from 1993 to
1999, and as Controller for a manufacturing and retail company from 1999 to
February 2001.




                 CODE OF ETHICS FOR SENIOR OFFICERS

The Company has adopted a code of ethics that applies to its senior executive
and financial officers.  The Code of Ethics for senior officers is included in
Exhibit 14.





                                   24
<PAGE>


                    ITEM 11. EXECUTIVE COMPENSATION


A. Introduction
The executive officer compensation information in this section is presented in
a new format this year as required by revised executive compensation
disclosure rules adopted by the Securities and Exchange Commission ("SEC") in
August 2006. The new format includes a Compensation Discussion and Analysis or
"CD&A" section that explains the Company's executive officer compensation
policy, the material elements of the compensation paid to the Company's
executive officers under the policy and how the Company determined the amount
paid.

Several disclosure tables follow the CD&A. The first table, the Summary
Compensation Table, provides a summary of the total compensation earned by the
Company's principal executive officer, principal financial officer and the
most highly compensated executive officers other than the principal executive
officer and principal financial officer (the "named executives"). The tables
following the Summary Compensation Table provide additional information about
the elements of compensation presented in the Summary Compensation Table.

B. Compensation Committee
The Compensation Committee of the Board of Directors reviews and administers
the Company's compensation policies and practices for the executive officers
of the Company. The Compensation Committee is currently comprised of Dr.
Murphy, Mr. Messina and Mr. Berger, all of whom are nonemployee directors.
The Company's financial accounting group supports the Compensation Committee's
work by providing information reports to the Compensation Committee when
requested.  The Committee's authority is not set out in a charter.  The
Committee has not delegated authority and has not hired compensation
consultants.

C. Compensation Discussion and Analysis

Compensation Philosophy
The Compensation Committee has adopted an executive compensation policy that
rewards executives if the Company achieves its operational, financial and
strategic goals and for building shareholder value.  The material elements of
the total compensation which is considered for executives each year under the
Company's policy are (i) base salary, (ii) annual cash bonus, (iii) stock-
based awards, and (iv) retirement, health and welfare and other benefits.
The Compensation Committee intends for the compensation earned by executive
officers to be commensurate with performance and competitive with the
compensation paid to executives at comparable companies.   The Compensation
Committee has not engaged in any benchmarking of total compensation or any
material element thereof.  The named executive officers do not play a role in
the compensation setting process other than negotiating employment agreements
on their own behalf.

Base Salaries
Base salaries provide a baseline level of compensation to executive officers.
Base salaries are not linked to the performance of the Company, because they
are intended to compensate executives for carrying out the day-to-day duties
and responsibilities of their positions.

The Compensation Committee reviews and adjusts base salary levels in January
each year. During the review and adjustment process, the Compensation
Committee considers:
* individual performance;
* the duties and responsibilities of each executive officer position;
* the relationship of executive officer pay to the base salaries of other
employees of the Company; and
* whether the base salary levels are competitive when compared to compensation
paid to executives at comparable companies.

The Board of Directors increased the base salaries of all the named executives
for 2006 by 3%.


                                      25
<PAGE>


Annual Cash Bonus Awards
The Compensation Committee also considers bonus awards to the named executives
at its January meeting each year. In general, the Committee does not award
bonuses to executive officers under a pre-established plan or formula.
Instead, the Committee makes bonus awards based on its review of the
individual performance of the executives and the financial performance of the
Company during the preceding year. The Committee believes that awarding
bonuses in this manner keeps executives focused on making decisions that are
in the long-term best interests of the Company and its shareholders and not
for the purpose of achieving a pre-established performance level over a
shorter term.

At its January 2007 meeting, the Compensation Committee made cash bonus awards
to the named executives for 2006 in the amounts shown in the Summary
Compensation Table that follows this CD&A.

Stock-Based Awards
The Compensation Committee follows procedures that are substantially similar
to the bonus award procedures for making stock-based awards to executive
officers.  The 2002 Omnibus Plan ("Omnibus Plan") maintained by the Company is
intended to promote the growth and general prosperity of the Company by
offering incentives to its key employees who are primarily responsible for the
growth of the Company and to attract and retain qualified employees.  Awards
granted under the Plan may be (a) Stock Options which may be designated as
Incentive Stock Options intended to qualify under Section 422 of the Internal
Revenue Code of 1986, or Nonqualified Stock Options ("NQSO's) not intended to
so qualify; (b) stock appreciation rights; (c) restricted stock awards; (d)
performance awards; or (e) other forms of stock-based incentive awards. The
shares of stock with respect to which the Awards may be granted shall be the
common stock, par value at $0.01, of the Company ("Common Stock").

All stock-based awards are made under the Company's Omnibus Plan.  The number
of shares included in stock-based awards is not determined under a pre-
established formula. Instead, as is the case with bonus awards, all stock-
based awards are discretionary based on the Committee's review of the
individual performance of the executives and the financial performance of the
Company during the preceding year.

Under the Omnibus Plan, on January 26, 2005 the Company granted 369,000
NQSO's, of which 160,000 were granted to named executives.


Retirement and Other Benefits
The Company sponsors the OP-TECH Environmental Services 401(k) Plan (the
"Plan"), a tax-qualified Code Section 401(k) retirement savings plan, for the
benefit of all of its employees, including the named executives. The Plan
encourages saving for retirement by enabling participants to save on a pre-tax
basis and by providing Company matching contributions equal to 25% of the
first 6% that each employee contributes to the Savings Plan.

None of the named executives receive perquisites whose aggregate value exceeds
$10,000 annually.


                                       26
<PAGE>


Post Termination of Employment Benefits

The Company has not entered into employment agreements with any executive
officers that provide severance or other benefits following their resignation,
termination, retirement, death or disability, except for agreements with Mr.
Polimino and Mr. Lee that provide severance benefits in the event of a
termination of their employment one year prior to or one year following a
change of control of the Company, and an agreement with Mr. Morgan that
provides severance benefits if seventy-five percent of the common stock or
assets of the Company is sold.

All named executives signed employment agreements (the "Agreements") on
January 1, 2005.  The Agreements were approved by the Board of Directors who
were acting as the Compensation Committee prior to the formation of the
Compensation Committee.  The original term of the Agreements was through
December 31, 2005, however the term was subsequently renewed through March 31,
2007.  The Agreements stipulate that they shall be automatically renewed on a
year-to-year basis unless either party elects not to renew the Agreement upon
not less than thirty (30) days written notice to the other, given prior to the
end of the renewal term.

The Company elected not to renew the Agreements of all named executives by
notice given on February 27, 2007.  Therefore, the Agreements will terminate
on March 31, 2007.  Replacement Agreements which were approved by the
compensation committee have been presented to all named executives.
Mr. Morgan signed a Replacement Agreement (the "Replacement
Agreement") on March 13, 2007.  As of March 23, 2007, Mr. Polimino and Mr. Lee
have not signed Replacement Agreements.

The Agreements stipulate that if the named executive terminates his employment
for Good Reason, as defined in the Agreements, or the Agreement is terminated
by the Company prior to the expiration of the Employment Period or any renewal
term for a reason other than cause, or if the Company elects not to renew the
term of the Agreement at any renewal date and a change in control of the
Company occurs within one year after the expiration of the employment period
or any renewal term, then the Company shall pay Executive a severance in a
lump sum on the fifth day following the date of termination or the first
anniversary of the expiration of the term of the Agreement.

The severance amount shall include the following:
* Executive's full base salary through the date of termination at the rate in
effect at the time the notice of termination was given.
* In lieu of any further salary payments to Executive for periods subsequent
to the date of termination, a lump sum cash payment amount that differs for
each named executive.  See table below under the heading "Gross Change of
Control Benefit".
* A lump sum cash payment equal to one times the amount of matching
contribution paid by the Company for the 401(k) Plan for the benefit of the
named executive during the calendar year immediately preceding the executive's
date of termination.  See table below under the heading "401(k) Matching
Contribution".
* All legal fees and expenses incurred by the executive as a result of such
termination, including all such fees and expenses incurred in contesting or
disputing any such termination or in seeking to obtain or enforce any right or
benefit provided by this Agreement, provided that the Executive is the
prevailing party in such proceedings.
* The Company shall maintain in full force and effect, for the continued
benefit of the named executive, all employee benefit plans and programs or
arrangements in which Executive was entitled to participate immediately prior
to the date of termination, until the earlier of three years after the date of
termination or such time as executive secures new full time employment and
comparable benefits pursuant to that employment have commenced.

All of the agreements provide that if any benefits to be provided under the
agreements would cause any payments or benefits to be considered "parachute
payments" that would be nondeductible by the Company under Section 280G of the
Code, the payments or benefits will be reduced to the maximum permissible
deductible amount under Code Section 280G. Section 280G of the Code defines
"parachute payments" as payments which (i) are compensatory in nature, (ii)
are made to or for the benefit of a shareholder, officer or highly compensated
individual, (iii) are contingent on a change in ownership or effective control
(or change in ownership of a substantial portion of assets) of a corporation,
and (iv) together with other parachute payments have an aggregate present
value of at least 3 times the average annual compensation earned by the
recipient of the payment over the 5 years preceding the date of the change in
control.


                                    27
<PAGE>



The following table shows the cash amounts that would be payable to Mr.
Polimino and Mr. Lee if replacement agreements are not agreed to and a change
of control of the Company occurs on or before March 31, 2008.


                        Gross
                   Change of Control
                       Benefit
                    Payable under              401(k) Matching
                   the  Agreements                Contribution          Total

    Mr. Polimino       $643,500                    $2,868              $646,368
    Mr. Lee            $214,800                    $1,464              $216,264



Proposed Replacement Agreements have been presented to Mr. Lee and Mr.
Polimino. As of March 23, 2007 these proposed replacement agreements are being
negotiated and have not been finalized, and there is no assurance as to
whether the replacement agreements will be agreed to.

Mr. Morgan signed a Replacement Agreement on March 13, 2007.  The term of the
Replacement Agreement runs through March 30, 2008.  Under the Replacement
Agreement, if seventy-five percent (75%) of the common stock or assets of the
Company is sold, Mr. Morgan and Mr. Polimino, who has not signed this
Replacement agreement as of March 23, 2007, shall be entitled to a sale fee.
The sale fee shall be based on the total common stock value or total asset
value in the case of an asset sale.  The value, which shall be finally
determined by the Board of Directors, shall not include debt, holdbacks,
escrow funds, earn-outs or similar items.  The sale fee will be determined on a
sliding scale, and the amounts of portions of the sale fee to be distributed to
any other Company employee will be at the discretion of Mr. Morgan and Mr.
Polimino and subject to the final approval of the Board of Directors.  The
sale fee will make up the total compensation to all employees of the Company
in the event of a sale of the Company.


D. Conclusion

The Compensation Committee has read the compensation discussion and analysis
and has reviewed all components of the Chief named executives' compensation,
including salary, bonus, long-term incentive compensation, accumulated
realized and unrealized stock option and restricted stock gains, the dollar
value of all perquisites and other personal benefits.  Based on this review,
the Compensation Committee is of the view that the compensation payable under
the Replacement Agreements with Messrs. Morgan, Polimino and Lee, in the
aggregate, is reasonable and appropriate. As previously noted, Mr. Morgan has
signed his Replacement Agreement while Messrs. Polimino and Lee have not
signed their replacement Agreements.



                                     28


E. Executive Officer Compensation Disclosure Tables



                                  Summary Compensation Table



Name and Principal                                       All Other
Position(s)        Year  Salary   Bonus  Option Awards  Compensation  Total
(a)                (b)    (c)      (d)      (f)(1)         (i)(2)       (j)

Christopher J.
  Polimino       2006  $191,200  $17,500   $16,000       $2,868     $227,568
President        2005  $185,000  $   0     $   0         $2,775     $187,775
                 2004  $175,000  $   0     $   0         $2,625     $177,625


Charles B.
  Morgan         2006  $148,500  $17,500   $11,666       $2,228     $179,894
CEO              2005  $145,000  $   0     $   0         $2,175     $147,175
                 2004  $140,000  $   0     $   0         $2,100     $142,100


Douglas R.
  Lee            2006  $80,000   $10,000   $11,666       $1,200     $102,866
CFO & Treasurer  2005  $73,200   $   0     $   0         $1,098      $74,298
                 2004  $69,000   $   0     $   0         $1,035      $70,035




(1) See relevant SFAS No. 123R assumptions in Note 2 of the Consolidated
Financial Statements.

(2) Amounts represent the Company's matching contribution to the named
executive's 401(k) account.  The aggregate value of the perquisites do not
exceed $10,000 for any of the named executives.

Column g (Non-Equity Incentive Plan Compensation),column e (Stock Awards), and
column h (Change in Pension Value and Nonqualified Deferred Compensation
Earning are not applicable and are omitted.






                                  29
<PAGE>



                      Grants of Plan-Based Awards Table

Grants of plan-based awards table is not included since the Company did not
grant any plan-based awards in 2006.




              Outstanding Equity Awards at Fiscal Year-End Table


                                           Option Awards


                                   Number of
                Number of          Securities
               Securities          Underlying
               Underlying         Unexercised
               Unexercised         Options                          Option
                 Options              (#)            Option       Expiration
Name         (#) Exercisable     Unexercisable   Exercise Price      Date
(a)                (b)                 (c)             (e)           (f)

Mr. Polimino     25,000                0             $0.06         05/21/12 (1)
                100,000                0             $0.15         11/19/13 (2)
                 20,000             40,000           $0.40         01/26/15 (3)

Mr. Morgan       16,667                0             $0.06         05/21/12 (1)
                 33,333                0             $0.15         11/19/13 (2)
                 16,667             33,333           $0.40         01/26/15 (3)

Mr. Lee          13,334                0             $0.06         05/21/12 (1)
                 50,000                0             $0.15         11/19/13 (2)
                 16,667             33,333           $0.40         01/26/15 (3)


(1) Stock options vest at the rate of 33-1/3% per year with vesting dates of
5/21/03, 5/21/04 and 5/21/05.

(2) Stock options vest at the rate of 33-1/3% per year with vesting dates of
11/19/04, 11/19/05 and 11/19/06.

(3) Stock options vest at the rate of 33-1/3% per year with vesting dates of
1/26/06, 1/26/07 and 1/26/08.

Columns d, i and j related to Equity Incentive Plan Awards and columns g and h
Related to stock awards are not applicable and are omitted.




              Option Exercises and Stock Vested Table
Option exercises and stock vested table is not included since no options were
exercised in 2006.




                      Pension Benefits Table
Pension benefits table is not included since the Company does not maintain any
qualified defined benefit plans or supplemental executive retirement plans.




             Non-Qualified Deferred Compensation Table
Non-qualified deferred compensation table is not included since the Company
does not maintain any plans on a non-qualified basis.


                                  30
<PAGE>



                        Director Compensation Table
The following table summarizes the compensation paid to the Chairman and each
nonemployee director for his or her service to the Board and its committees
during 2006:




                            Fees
                          Earned or
                           Paid in                       All Other
Name                       Cash (1)    Option Awards   Compensation      Total
(a)                           (b)         (d)(2)             (g)           (h)


Robert J. Berger            $4,000        $1,833             $0         $5,833
Richard Messina             $  0          $  0               $0         $  0
Richard L. Elander          $5,000        $1,833             $0         $6,833
Cornelius B. Murphy, Jr.    $5,000        $1,833             $0         $6,833
Steven A. Sanders           $4,000        $1,833             $0         $5,833
George W. Lee               $5,000        $2,166             $0         $7,166
Richard Jacobson            $4,000        $  0               $0         $4,000



(1) In 2006 Directors of the Company were paid $1,000 for each Board meeting
attended and $500 for each sub-committee meeting attended.  Richard Messina
served as an unpaid Director in 2006.

(2) See relevant SFAS No. 123R assumptions in Note 2 of the Consolidated
Financial Statements.


Column c (Stock Awards), column e (Non-Equity Incentive Plan Compensation),
and column f (Change in Pension Value and Nonqualified Deferred Compensation
Earnings) are not applicable and are omitted.




                    Report of Compensation Committee

The Compensation committee reviewed and discussed the compensation Discussion
and Analysis with management of the company.  Based on such review and
discussion, the compensation Committee recommended to the Board of Directors
that the Compensation discussion and Analysis be included in the company's
Annual Report on Form 10-K for the last fiscal year for filing with the SEC.

Richard Messina (Chairman)
Robert Berger
Cornelius Murphy, Jr.




                                   31
<PAGE>




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT


The following table sets forth certain information regarding the beneficial
ownership of the company's common stock at February 1, 2007 by persons who, to
the knowledge of the Board of Directors, beneficially own more than five
percent of the outstanding shares of common stock of the Corporation.

All voting power of the Corporation is vested in its common stock.  As of the
close of business on February 1, 2007, 11,748,704 shares of common stock par
value $.01 per share were outstanding.  Each share of common stock is entitled
to one vote.



Name and Address              Amount and Nature
of Beneficial Owner       of Beneficial Ownership(1)(2)  Percentage of Class(1)
---------------------     -----------------------------  ----------------------

Richard Messina                4,208,451(2)(3)                  33%
40 Fulton Street, 19th Floor
New York, NY 10038

Robert Berger                  1,171,667(4)                      9%
121 Shirley Rd.
Syracuse, NY 13224

Jurg Walker                    1,000,000                         8%
3 Avenue De La Costa
Monaco 98000

Kevin Eldred                     835,000                         7%
1007 Overlook Terrace
Cazenovia, NY 13035



(1) Based upon the sum of (a) 11,745,371 shares of common stock outstanding,
(b) 709,349 outstanding, unexercised options to purchase shares pursuant to
the 2002 Stock Option Plan, and (c) warrants to purchase 480,000 shares issued
to Summit Capital Associates, Inc.

(2) All shareholder's directly or beneficially own all shares except for Mr.
Messina who owns 1,343,933 shares directly and 2,864,518 shares indirectly.

(3) Includes 480,000 shares issuable upon the exercise of warrants to purchase
common stock issued to Summit Capital Associates, Inc.

(4) Includes options to purchase 13,333 shares of Common Stock.







                                 32
<PAGE>





The following table sets forth certain information furnished to the Company
regarding the beneficial ownership of the Company's common stock at February 1,
2007 by each director and nominee for election as director and each elective
officer. Unless otherwise indicated, the beneficial owner has sole voting and
investment power with respect to such shares of common stock.

Name of               Number of Shares of Common
Beneficial Owner      Stock Beneficially Owned (3) (4)    Percentage of Class

Richard Messina (1)                  4,208,451               33%

Robert J. Berger (1)                 1,171,667                9%

Richard L. Elander (1)                 429,565                3%

Steven A. Sanders (1)                   45,352               <1%

Cornelius B.Murphy, Jr. (1)             21,424               <1%

George W. Lee (1)                      186,666                1%

Richard Jacobson (1)                      -0-                 0%

Christopher J. Polimino (2)            295,454                2%

Charles Morgan (2)                     200,000                1%

Douglas R. Lee (2)                     140,000               <1%

All Directors as a Group (7 persons) 6,063,125               47%


(1) Director
(2) Officer
(3) Includes unexercised options to purchase shares of common stock:
  Mr. Berger    13,333
  Mr. Elander   10,000
  Mr. Sanders   13,333
  Mr. Murphy    10,000
  Mr. Polimino 185,000
  Mr. GW Lee    16,667
  Mr. Morgan   100,000
  Mr. DR Lee   113,334



                                33
<PAGE>


       ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Steven A. Sanders, a director of the Company, is of counsel to Rubin, Bailin,
Ortoli, LLP, which provides professional services to the Company, and it is
anticipated that it will continue to do so.  The cost of these services in
2006 was approximately $5,000.

The Company purchases subcontract labor services from St. Lawrence Industrial
Services, Inc., which is owned by Robert J. Berger, a director of the
Company.  The costs for these services amounted to approximately $1,074,000
in 2006.




                                    34
<PAGE>



           ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


Fees billed by Dannible & McKee, LLP, the Company's principal accountants in
the aggregate for each of the last two years were as follows:


                                 2006             2005

        Audit Fees               $34,500       $31,000

        Audit Related Fees       $27,750       $   0

        Tax Fees                 $12,975       $14,750

Audit related fees represent additional internal control related procedures
and inspection of documents as requested by the audit committee.

There were no other fees billed for services other than those noted above.

The fees for tax services represent fees for compliance related to Federal and
state tax return preparation and filing.

The fees for audit and tax services for 2006 were proposed to the audit
committee and approved by that committee in an engagement letter.  No other
services were provided by the accountants that would require approval by the
audit committee.



                                     35


                                  PART IV



         ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                    AND REPORTS ON FORM 8-K


Page
(a) Financial Statements
(1)  Report of Independent Accountants                                      F-2
     Consolidated Balance Sheets at December 31, 2006 and 2005              F-3
     Consolidated Statement of Operations for the years ended
      December 31, 2006, 2005, and 2004                                     F-4
     Consolidated Statements of Shareholders' Equity for
      the years ended December 31, 2006, 2005, and 2004                     F-5
     Consolidated Statements of Cash Flows for the years ended
      December 31, 2006, 2005, and 2004                                     F-6
     Notes to Consolidated Financial Statements                             F-7

(2) Schedule II, Valuation and Qualifying Accounts for the Years
       Ended 2006, 2005, and 2004                                          F-20


All other schedules are omitted because they are not required, are
inapplicable, or the information is otherwise shown in the Financial
Statements or notes thereto.



(b) Exhibits

10.1  Stock Option Plan - Incorporated herein by reference to the
       Company's Information Statement filed November 6, 2002
14    Code of Ethics                                                        E-1
21    Subsidiaries of the Registrant                                        E-2
31    Certifications                                                        E-3
32    Section 1350 Certifications                                           E-6



                                         36
<PAGE>


                                    SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                              OP-TECH Environmental Services, Inc.
                             (Registrant)

                              By:/s/ Christopher J. Polimino
                              Christopher J. Polimino
                              President


March 23, 2007

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 5th day of March, 2007.



/s/ Robert J. Berger
Director and Co-Chairman of the Board
Robert J. Berger

/s/ Richard Messina
Director and Co-Chairman of the Board
Richard Messina

/s/ Richard L. Elander
Director
Richard L. Elander

/s/ Cornelius B. Murphy
Director
Cornelius B. Murphy

/s/ Richard Jacobson
Director
Richard Jacobson

/s/ Steven A. Sanders
Director
Steven A. Sanders

/s/ George W. Lee
Director
George W. Lee

/s/ Christopher J. Polimino
President
Christopher J. Polimino

/s/ Charles B. Morgan
Chief Executive Officer
Charles B. Morgan

/s/ Douglas R. Lee
Chief Financial Officer and Treasurer
Douglas R. Lee




                                  37
<PAGE>





                         OP-TECH Environmental
                    Services, Inc. and Subsidiaries
                   Consolidated Financial Statements
                      December 31, 2006 and 2005


                                  F1
<PAGE>




               Independent Registered Accounting Firm


To the Shareholders and Board of Directors of
OP-TECH Environmental Services, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of OP-TECH
Environmental Services, Inc. and Subsidiaries as of December 31, 2006 and
2005, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the years in the three year period ended
December 31, 2006.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of OP-TECH Environmental Services, Inc. and Subsidiaries as of December 31,
2006 and 2005, and the consolidated results of their operations and their cash
flows for each of the years in the three year period ended December 31, 2006,
in conformity with accounting principles generally accepted in the United
States of America.

As discussed in Note 2 to the consolidated financial statements the Company
has adopted Financial Accounting Standards Board Statement No. 123(R) "Share
Based Payment" (SFAS 123R) in 2006.

In connection with our audits of the financial statements referred to above,
we audited the financial schedules listed under Item 15.  In our opinion,
these financial schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information stated therein.



/s/ Dannible & McKee, LLP
Syracuse, New York

February 27, 2007


                                  F2
<PAGE>



                 OP-TECH Environmental Services, Inc. and Subsidiaries
                             Consolidated Balance Sheets
                              December 31, 2006 and 2005


                                                            2006        2005
        Assets

Current assets:
 Cash (Note 4)                                            $30,981      $90,928
 Accounts receivable, net (Notes 1 and 5)              10,008,186    5,812,977
 Costs on uncompleted projects applicable
   to future billings                                   2,984,323    1,403,292
 Inventory                                                378,439      231,088
 Current portion of deferred tax asset                    260,100      272,500
 Prepaid expenses and other current assets, net           447,759      395,418
                                                       ----------    ---------
     Total current assets                              14,109,788    8,206,203

Property and equipment, net (Note 6)                    3,216,781    2,837,340
Land and Buildings held for sale (Note 7)                     -        850,000
Deferred tax asset (Note 11)                            1,004,800    1,258,064
Other assets                                               44,898       34,148
                                                       ----------  -----------
     Total Assets                                     $18,376,267  $13,185,755
                                                      ===========  ===========

    Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                      $4,144,190  $1,953,688
 Outstanding checks in excess of bank balance (Note 4)    149,741     357,249
 Billings in excess of costs and estimated
   profit on uncompleted contracts                        796,438     600,705
 Accrued expenses and other current liabilities           943,833     450,509
 Accrued litigation defense reserve (Note 8)              400,000     450,000
 Current portion of long-term debt (Note 9)               771,345     466,916
                                                       -----------  ---------
     Total current liabilities                          7,205,547   4,279,067

Long-term debt, net of current portion (Note 9)         2,128,193   2,024,691
Note payable to bank under line of credit (Note 9)      5,731,548   4,000,000
                                                       ----------  ----------
     Total liabilities                                 15,065,288  10,303,758
                                                       -----------  ---------

Shareholders' equity:
  Common stock, par value $.01 per share; authorized
    20,000,000 shares; 11,748,704 and 11,745,371
    shares outstanding as of December 31, 2006
    and 2005, respectively                                117,487     117,454
  Additional paid-in capital                            6,925,581   6,855,901
  Accumulated deficit                                  (3,751,789) (4,106,458)
  Accumulated other comprehensive income                   19,700      15,100
                                                      -----------  -----------
     Shareholders' equity, net                          3,310,979   2,881,997
                                                      -----------  -----------

     Total Liabilities and Shareholders' Equity       $18,376,267 $13,185,755
                                                      =========== ============


The accompanying notes are an integral part of the consolidated financial
statements.


                                        F3
<PAGE>


                 OP-TECH Environmental Services, Inc. and Subsidiaries
                          Consolidated Statements of Operations
                      Years Ended December 31, 2006, 2005 and 2004


                                               2006        2005        2004

Project billings and services              $35,069,989 $21,784,096 $18,170,103
Project costs                               27,942,264  15,955,533  13,334,686
                                           ----------- ----------- -----------
  Gross margin                               7,127,725   5,828,563   4,835,417

Selling, general and administrative expenses 5,678,735   5,107,218   4,248,611
Litigation reserve (Note 8)                        -       450,000        -
Provision for impairment of land and
  buildings held for sale (Note 7)             150,000     100,000        -
                                            ---------- ----------- -----------
  Operating income                           1,298,990     171,345     586,806
                                            ---------- ----------- -----------

Other income (expense):
  Interest expense                            (615,361)   (384,240)   (253,854)
  Other, net                                   (54,095)    (29,849)       (268)
                                            ----------- ----------- -----------
                                              (669,456)   (414,089)   (254,122)
                                            ----------- ----------- -----------
     Net income (loss) before income taxes     629,534    (242,744)    332,684
                                            ----------- ----------- -----------

Income tax benefit (expense) (Note 11)
  Current                                       (9,201)    (10,066)    (13,598)
  Deferred                                    (265,664)    107,066    (119,000)
                                            -----------  ---------- ----------
                                              (274,865)     97,000    (132,598)
                                            -----------  ---------- ----------
     Net Income (Loss)                        $354,669   $(145,744)   $200,086
                                            ===========  ========== ==========

Earnings (Loss) per common share:
    Basic                                      $0.030      ($0.012)     $0.017
    Diluted                                    $0.029      ($0.012)     $0.016

Weighted average shares outstanding:
    Basic                                   11,746,476  11,729,154  11,849,508
    Diluted                                 12,325,546  11,729,154  12,351,091



The accompanying notes are an integral part of the consolidated financial
statements.


                                        F4
<PAGE>





                 OP-TECH Environmental Services, Inc. and Subsidiaries
                   Consolidated Statements of Shareholders' Equity
                     Years Ended December 31, 2006, 2005 and 2004


                                              Additional
                             Common    Common  Paid-In  Accumulated
                             Shares    Stock   Capital     Deficit      Total
                           ----------  ------  --------  ------------  --------

Balance at December
  31, 2003               12,606,045  126,060  7,053,848  (4,160,800)  3,019,108

Purchase and Retirement
 of 1,000,000 Shares     (1,000,000) (10,000)  (240,000)      -       (250,000)

Issuance of 3,333 Shares      3,333       33        300       -            333

Issuance of 88,329 Shares    88,329      883      4,416       -           5,299

Tax Benefit of the Exercise
 Of Stock Options               -         -      24,378       -          24,378

Net Income                      -         -         -       200,086     200,086
                          ---------- ---------- -------- ----------  ---------

Balance at December
  31, 2004               11,697,707   116,976   6,842,942 (3,960,714) 2,999,204

Issuance of 47,664 Shares    47,664       478       5,773        -        6,251

Tax Benefit of the
  Exercise of Stock Options     -          -        7,186        -        7,186

Other Comprehensive Income:
  Change in Fair Value
    of Cash Flow Hedge
    net of tax effect
    of $10,000                 -           -           -         -       15,100

Net Loss                       -           -           -   (145,744)  (145,744)

Total Comprehensive Loss                                              (130,644)
                          --------- ---------- ---------- ---------- ----------

Balance at December
  31, 2005               11,745,371   $117,454 $6,855,901$(4,106,458)$2,881,997

Issuance of 3,333 Shares      3,333         33        167        -          200

Tax Benefit of the
  Exercise of Stock Options     -          -          900        -          900

Recognition of Stock
  Compensation Expense          -          -       68,613        -       68,613

Other Comprehensive Income:
  Change in Fair Value
    of Cash Flow Hedge
    net of tax effect
    of $2,960                   -           -           -        -        4,600

Net Income                      -           -           -   354,669     354,669

Total Comprehensive Income                                              359,269
                          --------- ---------- ---------- ---------- ----------

Balance at December
  31, 2006               11,748,704  $117,487 $6,925,581 $(3,751,789)$3,310,979
                         ======================================================


The accompanying notes are an integral part of the consolidated financial
statements

                                     F-5
<PAGE>


                 OP-TECH Environmental Services, Inc. and Subsidiaries
                       Consolidated Statements of Cash Flows
                     Years Ended December 31, 2006, 2005 and 2004


                                                 2006         2005     2004

Operating activities:
 Net income                                    $354,669   $(145,744)  $200,086
 Adjustments to reconcile net income to
  net cash provided by (used in)
   operating activities:
    Bad debt expense                             62,157      40,975     14,689
    Depreciation and amortization               610,472     556,605    566,567
    Loss on sale of property and equipment       49,873      27,644      9,964
    Provision for impairment of land and
      buildings held for sale                   150,000     100,000         -
    Provision for deferred income taxes         266,564    (109,000)    119,000
    Provision for stock compensation expense     68,613         -           -
   (Increase) decrease in operating assets and
   increase (decrease) in operating liabilities:
      Accounts receivable                    (4,257,366)  (221,743) (2,260,103)
      Costs on uncompleted projects
      applicable to future billings          (1,581,031)  (524,092)   (240,687)
      Prepaid expenses, Inventory
        and other assets, net                   297,030    127,158     140,688
      Billings and estimated profit in Excess
        of costs of uncompleted contracts       195,733   (495,770)    380,124
      Accrued litigation defense reserve        (50,000)   450,000         -
      Accounts payable and
        other accrued expenses                2,683,826   (374,233)  1,545,940
                                               --------- ---------- -----------
Net cash provided by (used in)
   operating activities                      (1,149,460)  (568,200)    476,268
                                               --------- ---------- -----------

Investing activities:
  Proceeds from sale of equipment               692,208     113,000        -
  Purchases of property and equipment        (1,031,994)   (870,676)  (582,586)
                                               --------- ----------- ----------
Net cash used in investing activities          (339,786)   (757,676)  (582,586)
                                               --------- ----------- ----------

Financing activities:
  Proceeds from issuance of common stock            200        6,251      5,632
  Purchase of common stock                           -           -    (250,000)
  Outstanding checks in excess of bank balance  (207,508)    357,249        -
  Loans from directors and officers                 -            -      295,000
  Repayments of loans to directors and officers     -            -     (22,500)
  Proceeds from notes payable to banks and
  long-term borrowings, net of financing costs 16,351,122  8,133,127  9,941,564
  Principal payments on current
    and long-term borrowings                 (14,714,515)(7,181,561)(9,819,713)
                                              ----------- ---------- ----------
Net cash provided by (used in)
  financing activities                         1,429,299  1,315,066    149,983
                                              ----------- ---------- ----------

Increase (decrease) in cash and cash equivalents (59,947)   (10,810)    43,665

Cash and cash equivalents at beginning of year    90,928    101,738     58,073
                                              ----------- ---------- ----------

Cash and Cash Equivalents at End of Year         $30,981    $90,928   $101,738
                                              =========== ========== ==========


Non-cash items:
  Equipment purchased through
    bank and other financing sources             $    -    $198,182   $412,349
  Non-cash financing of insurance                $507,472  $    -     $403,902



The accompanying notes are an integral part of the consolidated financial
statements

                                     F-6
<PAGE>


           OP-TECH Environmental Services, Inc. and Subsidiaries
                Notes to Consolidated Financial Statements


1. Summary of Significant Accounting Policies

Basis of Presentation

OP-TECH Environmental Services, Inc. and Subsidiaries (the "Company"), a
Delaware corporation headquartered in Syracuse, New York, provides
comprehensive environmental and industrial services predominately in New York,
New England, Pennsylvania, New Jersey, and Ohio.  The Company performs
industrial cleaning of hazardous and non-hazardous materials and provides
varying services relating to plant facility closure, including interior and
exterior demolition and asbestos removal.  In addition, the Company provides
remediation services for sites contaminated by hazardous and non-hazardous
materials and provides 24-hour emergency spill response services.  The
Company's revenues are derived from state agencies, industrial companies and
municipalities facing complex environmental clean-up problems associated with
hazardous and non-hazardous materials as required by various governmental
agencies.  The Company's services include assessing the regulatory, technical,
and construction aspects of the environmental issue, and performing the
necessary remediation activities.  The Company seeks to provide its clients
with remedial solutions which integrate the various aspects of a project and
are well-documented, practical, cost effective, and acceptable to regulatory
agencies and the public.

OP-TECH AVIX, Inc. (AVIX) is a subsidiary of OP-TECH Environmental Services,
Inc. formed in January 2002 to pursue and engage in diversified lines of
business.  In The fourth quarter of 2004 this subsidiary became inactive and
the Company is no longer pursuing the lines of business that AVIX performed.
Therefore, separate segment information is no longer presented in the
Financial Statements.

OP-TECH Environmental Services, Ltd. is an inactive Canadian subsidiary of OP-
TECH Environmental Services, Inc. J.O. Technologies is a partnership that is
owned 50% by the Company.  The partnership activities are not material to the
operations of the Company.


Principles of Consolidation

The accompanying consolidated financial statements include the accounts of OP-
TECH Environmental Services, Inc. and its two wholly-owned subsidiaries
(collectively, the "Company").  All significant intercompany accounts and
transactions have been eliminated in consolidation.


Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements.  Estimates also affect the reported
amounts of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.


Project Income Recognition

Contracts are predominately short-term in nature (less than three months), and
revenue is recognized as costs are incurred.  Project costs include all direct
material, equipment, and labor costs and those indirect costs related to
contract performance.

                                   F7
<PAGE>


Revenues recognized in excess of amounts billed are recorded as a current
asset.  Deferred revenue resulting from billings that exceed costs and
estimated profit is reflected as a current liability.

Provisions for estimated losses are made in the period in which such losses
are determined.

Normal delays relating to receipt of job-related vendor invoices, payroll
processing, and billing compilation typically cause customer invoices relating
to revenue earned in a certain month to be mailed in the first two weeks of
the following month.  Such invoices mailed after year-end that are included in
December 31, 2006 and December 31, 2005 accounts receivable are approximately
$3,260,000 and $1,916,000, respectively.


Concentration of Business Risk - Significant Customers

Sales to one customer, other than an affiliated party, amounted to
approximately $8,509,000, $6,047,000, and $3,845,000 in 2006, 2005 and 2004,
respectively.  Accounts receivable at December 31, 2006 and 2005 include
$1,718,316 and $1,955,000 respectively, from this customer.


Receivables and Credit Policies

Accounts receivable are unsecured customer obligations due under normal trade
terms requiring payment within 30 days from the invoice date.  Interest is not
accrued on past-due invoices.  Accounts receivable are stated at the amount
billed to the customer. Payments of accounts receivable are allocated to the
specific invoices identified on the customer's remittance advice.

The carrying amount of accounts receivable is reduced by a valuation allowance
that represents management's best estimate of the amounts that will not be
collected.  Management individually reviews all accounts receivable balances
that exceed 90 days from invoice date and, based on assessment of current
creditworthiness, estimates the portion, if any, of the balance that will not
be collected.  Additionally, management estimates a general allowance based on
historical chargeoffs covering other amounts that may not be collectible.


Inventory

Inventories, consisting of spill response and remediation supplies and
materials, are stated at the lower of cost or market value.  Cost is
determined using the first-in, first-out method.


Property and Equipment

Property and equipment are stated at cost.  Expenditures for repairs and
maintenance are charged to expense as incurred.  Depreciation of assets
including those recorded under capital leases is provided for using the
straight-line method over useful lives typically ranging from 3 to 15 years
and 40 years for buildings.


Financial Instruments

The Company maintains various financial instruments in the ordinary course of
business, which consist of cash, accounts receivable and payable, notes
payable, long-term debt and a line of credit.  The carrying value of the
Company's financial instruments approximates their fair value at December 31,
2006 and 2005.  The fair values of fixed rate notes payable and long-term debt
are determined using incremental borrowing rates available to the Company for
similar types of borrowings.  All other financial instruments are short-term
in nature and their fair values are based on the amounts that they have been
or will be settled for subsequent to the balance sheet date.



                                    F8
<PAGE>


Impact of Recently Issued Statements

In July 2006 the Financial Accounting Standards Board issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes".  The
interpretation is required to be adopted in the first quarter of 2007.  The
Company does not anticipate any significant impact on its financial position,
results of operations or cash flows as a result of adopting the interpretation.


Income Taxes

The Company provides for income taxes in accordance with the liability method
as set forth in Statement of Financial Accounting Standards ("SFAS") No. 109
"Accounting for Income Taxes".  Under the liability method, deferred tax
assets and liabilities are determined based on the difference between the
financial statement and tax basis of assets and liabilities and are measured
using the enacted tax rates and laws that may be in effect in the years in
which the differences are expected to reverse.


2.  Stock Based Compensation and Earnings Per Share

Effective January 1, 2006 the Company adopted Financial Accounting Standards
Board Statement No. 123(R) "Share Based Payment".  The Company has chosen to
adopt this statement using the modified prospective application.  Under this
method the Company will recognize the fair value of unvested options granted
in prior periods as compensation over the remaining vesting period or
requisite service period using the straight line attribution method.  The
effect in 2006 of adopting the statement was to reduce income before taxes by
$68,613, net income by $41,100, and basic and fully diluted earnings per share
by $.004 and $.003, respectively.  Prior to 2006 the Company applied APB
Opinion No. 25 and related interpretations in accounting for its stock
options.  Accordingly no compensation cost was recognized for the options
issued.  The following table sets forth the Company's net income and earnings
per share had the provisions of Statement No. 123(R) been applied in the fiscal
years ended December 31, 2005 and 2004.


                                                2005        2004

Net income (loss):
  As reported                               $(145,744)   $200,086

  Deduct: Total stock-based employee
    Compensation expense determined
    under fair value based method for
    all awards, net of related tax effects     52,000      14,000
                                            ----------   --------
Pro forma net income (loss)                 $(197,744)   $186,086
                                            ==========   ========

Basic earnings (loss) per share:
  As reported                                $(0.012)     $0.017
  Pro forma                                  $(0.017)     $0.016

Diluted earnings (loss) per share
  As reported                                $(0.012)     $0.016
  Pro forma                                  $(0.017)     $0.015



                               F9
<PAGE>


Basic earnings per share is computed by dividing net income by the weighted
average shares outstanding for the period, which were 11,746,476, 11,729,154,
and 11,849,508 for the years ended December 31, 2006, 2005 and 2004,
respectively.  Diluted earnings per share includes the potentially dilutive
effect of common stock issuable upon conversion of stock options or warrants.

Warrants were issued to a financial advisor in May 2002 to purchase 480,000
shares of common stock at $0.066 per share, expiring in May 2010.

On March 16, 2004 the Company purchased and retired 1,000,000 shares of its
common stock from O'Brien & Gere Limited for $.25 per share, or $250,000.


3. Related Party Transactions

The Company purchases subcontract labor services from St. Lawrence Industrial
Services, Inc. which is owned by a director of the Company.  The cost for these
services amounted to approximately $1,074,000, $734,000, and $838,000 in 2006,
2005 and 2004, respectively.

A director of the Company is of counsel to Rubin, Bailen, Ortoli, Mayer &
Baker, LLP, which provides professional services to the Company.  The cost for
these services amounted to approximately $5,000, $5,000, and $3,000 in 2006,
2005 and 2004, respectively.


4. Cash

Using a zero balance account, the Company voluntarily applies all available
cash in the Company's operating account to pay down the Company's note payable
to bank under the line of credit (Note 9) nightly.  From time to time cash
balances held at the Financial Institution may exceed the Federal Deposit
Insurance Corporation limit of $100,000.


5.  Accounts Receivable

Accounts receivable at December 31, 2006 and 2005 consists of:

                                               2006           2005

Accounts Receivable, gross                  $10,122,510   $5,917,140
Allowance for uncollectible receivables        (114,324)    (104,163)
                                            ------------   ----------
Accounts Receivable, net                    $10,008,186   $5,812,977
                                            ===========   ==========


All customer accounts receivable collateralize the Company's outstanding loans
with its primary lender (see Note 9).





                                F10
<PAGE>




6.  Property, Plant and Equipment
Property, plant and equipment at December 31, 2006 and 2005 consist of:


                                                         2006      2005

Furniture and fixtures                                 $21,758    $21,758
Buildings                                              185,741    255,658
Office machines                                        233,056    233,056
Field equipment                                      5,987,377  4,969,795
                                                     ---------  ---------
                                                     6,427,932  5,480,267
Less: Accumulated depreciation                      (3,211,151)(2,642,927)
                                                    ----------- ----------
                                                    $3,216,781 $2,837,340
                                                    ========== ==========

Depreciation expense approximated $610,000, $557,000, and $567,000 for 2006,
2005 and 2004, respectively.


7.  Land and Buildings Held for Sale

On November 17, 2006 The Company sold approximately 14 acres of land, and
buildings thereon, which it owned on the St. Lawrence River in Massena, NY for
$692,208 and recorded a loss on sale of property in the amount of $199,873,
which included a $150,000 impairment loss recognized in the quarter ended
September 30, 2006.  An impairment loss of $100,000 was recognized in 2005.


8.  Accrued Litigation Reserve

The Company has accrued a $400,000 liability at December 31, 2006.  The
liability has been recorded to cover potential legal costs and fees, and also
any indemnity, settlement, or other payments necessary to dispose of this
claim against the Company.  The reserve will be reduced by legal fees or other
costs paid.




                                      F11
<PAGE>


9.  Long-Term Debt Obligations


Long-term debt at December 31, 2006 and 2005 consists of:


                                                            2006        2005

Note payable to bank under line of credit.
  Due July 1, 2008. (a)                                $5,731,548  $4,000,000
                                                        ----------  ----------

Term Loan due in monthly installment payments
  of $24,848 plus interest at prime plus .75%,
  hedged by an interest rate swap (a)                    1,471,673  1,777,149

Term Loan due in monthly installment payments
  Aggregating $13,223 and $3,044 at December 31,
  2006 and 2005 plus interest at prime plus .75% (a)       908,205     246,571

Insurance Financing Note, due in monthly installment
  payments of $46,134, plus interest at 5.94%,
  collateralized by the assignment of unearned premiums    184,535        -

Equipment Notes, due in monthly installment payments
  Aggregating $12,538 at December 31, 2006
  and 2005, including interest at rates ranging from
  4.9% to 7.9%, collateralized by equipment with a
  carrying value of approximately $400,000 and $500,000
  at December 31, 2006 and 2005.                           335,124     456,877

Equipment Notes, due in monthly installment payments
  Aggregating $1,628 at December 31, 2005 , with 0%
  interest, collateralized by equipment with a carrying
  value of approximately $20,000 at December 31, 2005          -         11,010
                                                        -----------  ----------
                                                         2,899,537    2,491,607
Less: Current portion                                     (771,345)    (466,916)
                                                        -----------  ----------
                                                        $2,128,193   $2,024,691
                                                        =========== ==========



(a) The Company has entered into financing agreements (the "Agreements") with
a lender ("Primary Lender").

As of December 31, 2006 the Agreements include a Line of Credit note which
provided for borrowings up to $6,000,000 to be used to provide working capital
and expires on July 1, 2008, unless renewed by the lender.  Interest is
charged at a rate ranging from prime plus .50% to prime minus .50%, adjusted
annually based upon the minimum fixed charge coverage ratio (EBITDA (earnings
before interest expense, income tax expense, depreciation and amortization)
minus dividends paid minus unfunded capital expenditures plus lease payments
divided by current maturities of long-term debt and lease payments plus
interest expense) as calculated in the previous year-end audited financial
statements, as follows:



                                   F12
<PAGE>

   Fixed Charge Coverage Ratio                 Interest Rate
   ---------------------------                 -------------
        >/= 1.05 - 1.24                         Prime + .50%
        >/= 1.25 - 1.39                             Prime
               >/= 1.40                         Prime - .50%


The Agreements also include a Term Loan agreement which is due in monthly
principal installment payments of $24,848 plus interest at a rate of prime
plus .75%, hedged by an Interest Rate Swap Transaction.

On January 25, 2005, the Company entered into an Interest Rate Swap
Transaction with its Primary Lender to hedge against rising interest rates on
the floating rate Term Loan debt.  The liability being hedged is the
variability in cash flows related to fluctuations in interest payments made.
The fluctuation in interest rates exposes the Company to the risk of higher
interest expense.  The purpose of the Swap Agreement is to limit the Company's
exposure to rising interest rates during the term of the floating rate Term
Loan noted above.  The swap has been designated as a cash flow hedge.

The interest rate swap hedge instrument has a fixed rate of 7.05%, matures on
February 1, 2012, and has a notional amount that remains equal to the
principal balance on the Term Loan.   The difference between the prime rate,
as periodically adjusted, and the Interest Rate Swap rate of 7.05% will be
settled monthly.  The effect of the interest rate swap is to fix the floating
rate on the Term Loan at 7.80%.  At December 31, 2006 the Mark to Market
valuation, representing the net present value of the expected cash flow from
the Interest Rate Swap, is approximately $32,400.

The Agreements also include Term Loan agreements, which are not hedged by
Interest Rate Swap Transactions, which are due in monthly principal
installment payments that aggregate $13,223 plus interest at prime plus .50 %
The Agreements are collateralized by all present and future right, title and
interest in all of the personal property of the Company including, but not
limited to, all accounts receivable, inventory and equipment.  This collateral
has a carrying value at December 31, 2006 as follows:


Accounts Receivable, net of Allowance for Doubtful Accounts   $10,008,186
Inventory                                                         378,439
Equipment, net of Accumulated Depreciation                      2,976,175
                                                              -----------
                                                              $13,362,800
                                                              ===========


The Agreements also include certain financial covenants including a minimum
fixed charge coverage ratio, a tangible net worth ratio, a debt to net worth
ratio, and a consecutive quarterly net loss provision; cross-collateralization
provisions; and a material adverse change clause which permits the financial
institution to call its obligation if the Company fails to comply with
covenants, as defined, or in the event of a material adverse change in the
Company's business.  Management does not anticipate any adverse changes in the
next twelve months, however, there can be no assurances.

The Company was not in compliance with the debt to net worth ratio covenant as
of December 31, 2006.  The Company has obtained a waiver of compliance with
this covenant from the Primary Lender.


                                    F13
<PAGE>


Interest paid amounted to approximately $615,000, $380,000, and $254,000 in
2006, 2005 and 2004, respectively.

Scheduled principal payments on long-term debt for the next five years, not
including the note payable to bank under line of credit, are as follows:


      2007       $771,345
      2008        590,881
      2009        530,874
      2010        471,254
      2011        409,506
      Thereafter  125,678
                 --------
               $2,899,538
               ==========


At December 31, 2006 the Company has outstanding commitments in the form of
standby letters of credit in the amount of approximately $1,335,256 securing
various agreements.


10.  Operating Lease Obligations

Office facilities and various field equipment are leased under noncancelable
operating leases expiring at various dates through 2012.  Rent expense
incurred under operating leases amounted to approximately $725,000, $694,000,
and $405,000 in 2006, 2005 and 2004, respectively.  Future minimum lease
payments under noncancelable operating leases are as follows:


      2007       $510,063
      2008        340,821
      2009        279,043
      2010        219,138
      2011        170,698
      Thereafter   22,500
                 --------
               $1,542,263
               ==========





                                 F14
<PAGE>


11.  Income Taxes

The following summarizes the income tax (benefit) expense at December 31, 2006,
2005 and 2004:


                                       2006          2005        2004
Current:
  Federal                              $-           $-           $-
  State                               9,201        10,066       13,598
                                    --------    ---------    ---------
                                      9,201        10,066       13,598

Deferred                            265,664      (107,066)     119,000
                                   ---------   -----------   ---------
                                    274,865      $(97,000)    $132,598
                                   =========    ==========   =========


In 2006, 2005 and 2004 the difference between the expected tax provision
resulting from the application of the federal statutory income tax rate to pre-
tax income is due to nondeductible items, state taxes and graduated federal
tax rates.  The deferred tax expense recognized in 2006, 2005 and 2004
represents the effect of changes in temporary differences.

At December 31, 2006, the Company has federal net operating loss ("NOL")
carryforwards of approximately $5,000,000 for income tax purposes.  The
federal net operating loss carryforward expires at various times beginning in
2009 through the year ending December 31, 2026.  The Company believes that it
is more likely than not that the taxable income in future years will be
sufficient to utilize a portion of these loss carryforwards.  Minimum taxable
income is anticipated to be approximately $375,000 per year to enable
utilization of a portion of these loss carryforwards.  Income taxes and
franchise taxes paid were approximately $9,000, $10,000, and $12,000 in 2006,
2005 and  2004, respectively.

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

Significant components of the Company's deferred tax liabilities and assets as
of December 31, 2006 and 2005 are as follows:




                                                          2006        2005

Deferred tax liabilities:
  Depreciation                                        $(492,176)   $(226,457)
                                                      ----------   ----------
                                                       (492,176)    (226,457)
                                                      ----------   ----------

Deferred tax assets:
  Net operating loss carryforward                     1,970,190    1,929,610
  Accounts receivable reserve                            44,586       40,624
  Accrued expenses                                      242,300      247,787
  Impairment allowance                                      -         39,000
                                                      ----------   ----------
                                                      2,257,076    2,257,021
                                                      ----------   ----------

Net Deferred tax asset                                1,764,900    2,030,564
Valuation allowance for deferred assets                (500,000)    (500,000)
                                                      ----------   ----------
Net deferred tax asset, net of valuation allowance   $1,264,900   $1,530,564
                                                     ===========  ===========


                                      F15
<PAGE>



12.  Employee Benefit Plan

The Company maintains a defined contribution employee retirement plan
("Retirement Plan") which covers substantially all employees.  The Retirement
Plan is funded by voluntary employee contributions which are matched by the
Company at a designated percentage, and additional contributions by the
Company at the discretion of the Board of Directors.  Matching contributions
made by the Company to the Retirement Plan were approximately $27,000,
$24,000, and $18,000  in 2006, 2005 and 2004, respectively.  The Company did
not make discretionary contributions to the Retirement Plan in 2006, 2005 and
2004.

13.  Stock Option Plan

The 2002 Omnibus Plan ("Omnibus Plan") maintained by the Company is intended
to promote the growth and general prosperity of the Company by offering
incentives to its key employees who are primarily responsible for the growth
of the Company and to attract and retain qualified employees.  Awards granted
under the Plan may be (a) Stock Options which may be designated as Incentive
Stock Options intended to qualify under Section 422 of the Internal Revenue
Code of 1986, or Nonqualified Stock Options ("NQSO's) not intended to so
qualify; (b) stock appreciation rights; (c) restricted stock awards; (d)
performance awards; or (e) other forms of stock-based incentive awards. The
shares of stock with respect to which the Awards may be granted shall be the
common stock, par value at $0.01, of the Company ("Common Stock").  Shares
delivered upon exercise of the Awards, at the election of the Board of
Directors of the Company, may be stock that is authorized but previously
unissued or stock reacquired by the Company, or both. The maximum number of
shares with respect to which the Awards may be granted under the Plan shall
not exceed 1,000,000 shares of Common Stock; provided, however, that such
number of shares of Common Stock may also be subject to adjustment, from time
to time, at the discretion of the Board of Directors of the Company.
Compensation cost subsequent to January 1, 2006 is measured based on the fair
value of the options granted.  No options were granted in 2006.

Under the Omnibus Plan, on May 21, 2002 the Company granted 335,000 NQSO's.
The exercise price of each NQSO equals the market price of the Company's stock
on the date of grant ($0.06), and an NQSO's maximum term is 10 years.  The
NQSO's vest and are exercisable on a three-year vesting schedule.

Under the Omnibus Plan, on February 24, 2003 the Company granted 10,000
NQSO's.  The exercise price of each NQSO equals the market price of the
Company's stock on the date of grant ($0.10), and an NQSO's maximum term is 10
years.  The NQSO's vest and are exercisable on a three-year vesting schedule.

Under the Omnibus Plan, on November 19, 2003 the Company granted 335,000
NQSO's.  The exercise price of each NQSO equals the market price of the
Company's stock on the date of grant ($0.15), and an NQSO's maximum term is 10
years.  The NQSO's vest and are exercisable on a three-year vesting schedule.

Under the Omnibus Plan, on January 26, 2005 the Company granted 369,000
NQSO's.  The exercise price of each NQSO equals the market price of the
Company's stock on the date of grant ($0.40), and an NQSO's maximum term is 10
years.  The NQSO's vest and are exercisable on a three-year vesting schedule.

A summary of the status of the Company's NQSO's granted under the Omnibus Plan
as of December 31, 2006, 2005 and 2004, and changes during the years ending on
those dates follows:


                                                 Shares   Exercise Price

    Outstanding at December 31, 2003              581,672   $0.06 - 0.15
                                                ---------   ------------

    Exercised                                     (88,329)     $0.06
    Exercised                                      (3,333)     $0.10
    Forfeited                                     (41,667)   $0.06 - 0.15
    Expired                                           -           -
                                                ----------   ------------
    Outstanding at December 31, 2004              448,343    $0.06 - 0.15
                                                ----------   ------------

    Granted January 26, 2005                      369,000      $0.40
    Exercised                                     (47,664)   $0.06 - 0.15
    Forfeited                                     (61,335)   $0.06 - 0.15
    Forfeited                                     (33,000)     $0.40
    Expired                                           -           $-
                                                -----------   -----------
    Outstanding at December 31, 2005              675,344     $0.06 - 0.40
                                                -----------   ------------

    Exercised                                     (3,333)       $0.06
    Forfeited                                        -          $  -
    Expired                                          -          $  -
                                                 ----------  --------------
    Outstanding at December 31, 2006             672,011      $0.06 - 0.40
                                                 ----------  --------------
    Exercisable at December 31, 2006             451,011      $0.06 - 0.40
                                                 ----------  --------------


                                    F17
<PAGE>



Shares vesting under the plan had a fair value of $68,613, $73,144 and $19,896
in 2006, 2005 and 2004 respectively.

The remaining weighted average contractual life of options outstanding is
approximately 6.8 years.  The remaining compensation costs related to non
vested options is $57,300 and will be recognized in 2007.



14.  Commitment and Contingencies

The Company is subject to various federal, state and local regulations
relating to environmental matters, including laws which require the
investigation and, in some cases, remediation of environmental contamination.
The Company's policy is to accrue and charge to operations environmental
investigation and remediation expenses when it is probable that a liability
has been incurred and an amount is reasonably estimable.

The Company is a party to various proceedings arising from the normal course
of business.  Based on information currently available, management believes
adverse decisions relating to litigation and contingencies in the aggregate
would not materially affect the Company's results of operations, cash flows or
financial condition.


                                 F18
<PAGE>


15.    Two-Year Selected Quarterly Financial Data (Unaudited)


                                      Year Ended December 31, 2006

                               Quarter   Quarter    Quarter     Quarter
                                Ended     Ended      Ended       Ended
                              March 31   June 30    Sept 30     Dec 31
                               --------   -------   ---------   ---------
Project billings              $7,851,240 $7,106,271 $8,235,199 $11,877,279
Gross margin                   1,521,763  2,006,325  1,846,972   1,752,665
Net income (loss)                 36,567    262,267    (38,232)     94,067
Net income (loss) per share
  Basic                          $0.00     $0.02      ($0.00)     $0.01
  Dilutive                       $0.00     $0.02      ($0.00)     $0.01

In the quarter ended September 30, 2006 the Company recorded an impairment
loss of $150,000 on the carrying value of the land and buildings held for sale
(Note 7).




                                      Year Ended December 31, 2005

                               Quarter   Quarter    Quarter     Quarter
                                Ended     Ended      Ended       Ended
                              March 31   June 30    Sept 30     Dec 31
                               --------   -------   ---------   ---------
Project billings              $4,865,202 $4,790,737 $6,249,747 $5,878,410
Gross margin                   1,341,713  1,319,338  1,667,199  1,500,313
Net income (loss)                (32,246)    (9,608)   186,883   (290,773)
Net income (loss) per share
  Basic                          $(0.00)    ($0.00)      $0.02     ($0.03)
  Dilutive                       $(0.00)    ($0.00)      $0.02     ($0.03)


In the quarter ended December 31, 2005 the Company recorded an impairment loss
of $100,000 on the carrying value of the land and buildings held for sale
(Note 7) and accrued a $450,000 liability to cover potential legal costs and
fees related to a claim against the Company (Note 8).



                                    F19
<PAGE>



                   SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                     Balance at                      Balance at
                                     Beginning                         End of
Description                          of Period  Additions  Deductions  Period
----------------------------------   ---------  ---------  ----------  -------


YEAR ENDED DECEMBER 31, 2006

Reserves deducted from assets to
  which they apply:
    Doubtful accounts receivable     $104,163   $62,157   $51,996  (a)$114,324
    Valuation allowance for
      deferred tax assets            $500,000      $-          $-     $500,000


YEAR ENDED DECEMBER 31, 2005

Reserves deducted from assets to
  which they apply:
    Doubtful accounts receivable     $174,500   $40,975   $111,312 (a)$104,163
    Valuation allowance for
      deferred tax assets            $500,000      $-          $-     $500,000


YEAR ENDED DECEMBER 31, 2004

Reserves deducted from assets to
  which they apply:
    Doubtful accounts receivable     $187,000   $14,689    $27,189(a) $174,500
    Valuation allowance for
      deferred tax assets            $500,000      $-          $-     $500,000


(a) Doubtful accounts written off and adjustments.


                                         F20
<PAGE>




EXHIBIT 14 - CODE OF ETHICS FOR SENIOR OFFICERS

The Company's CEO, President and CFO hold important and elevated roles in
corporate governance. They are uniquely capable and empowered to ensure that
the shareholder's and Company's interests are protected and preserved.

This Code of Ethics provides principles to which these officers are expected
to adhere and which they are expected to advocate.

This Code of Ethics has been approved by the Audit Committee.

Any change to this Code of Ethics and any explicit or implicit waiver from it
for these officers may be made only with the approval of the Audit Committee
and will be appropriately disclosed in accordance with applicable law and
regulations. Violations may subject these officers to disciplinary action
including termination of employment.

The CEO, President and CFO will:

1. act with honesty and integrity, including ethically handling actual or
apparent conflicts of interest between their personal, financial or commercial
interests and their responsibility to the Company;

2. make full, fair, accurate, timely and understandable disclosure in all
reports and documents that the Company files with or submits to shareholders,
government authorities and stock exchanges or otherwise makes public;

3. act on good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing their independent judgment
to be subordinated;

4. respect the confidentiality of information acquired in the course of their
work except when authorized or otherwise legally obligated to disclose and not
use such confidential information for personal advantage;

5. comply with all laws and regulations applicable to the Company's businesses
and to the Company's relationship with its shareholders;

6. report known or suspected violations of this Code of Ethics to the Audit
Committee, and

7. ensure that their actions comply not only with the letter but the spirit of
this Code of Ethics and foster a culture in which compliance with the law and
the Company's policies is at the core of the Company's activities.


                                      E-1
<PAGE>


EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT

The listing below includes the subsidiaries of OP-TECH Environmental Services,
Inc. ("OP-TECH").  All subsidiaries are owned 100% by OP-TECH.  OP-TECH does
not have ownership interests in any special purpose entities that are not
included in the consolidated financial statements.  Both Subsidiaries are
inactive as of December 31, 2006.


1. OP-TECH AVIX, Inc. (NY)

2. OP-TECH Environmental Services, Ltd. (Canada)



                                     E-2
<PAGE>



EXHIBIT 31 - CERTIFICATIONS


Certification of President

I, Christopher J. Polimino, certify that:

1. I have reviewed this annual report on Form 10-K of OP-TECH Environmental
Services, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a - 15f and 15d - 15f) for the
registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's fourth fiscal
quarter that has materially affected, or is reasonable likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.


       Date: March 23, 2007
       /s/ Christopher J. Polimino
       Christopher J. Polimino
       President

                                   E-3
<PAGE>




Certification of Chief Executive Officer

I, Charles B. Morgan, certify that:

1. I have reviewed this annual report on Form 10-K of OP-TECH Environmental
Services, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a - 15f and 15d - 15f) for the
registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's fourth fiscal
quarter that has materially affected, or is reasonable likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.


       Date: March 23, 2007
       /s/ Charles B. Morgan
       Charles B. Morgan
       Chief Executive Officer

                                   E-4
<PAGE>




Certification of Chief Financial Officer

I, Douglas R. Lee, certify that:

1. I have reviewed this annual report on Form 10-K of OP-TECH Environmental
Services, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a - 15f and 15d - 15f) for the
registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's fourth fiscal
quarter that has materially affected, or is reasonable likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.


       Date: March 23, 2007
       /s/ Douglas R. Lee
       Douglas R. Lee
       Chief Financial Officer and Treasurer

                                     E-5
<PAGE>



EXHIBIT 32 - SECTION 1350 CERTIFICATIONS

Certifications Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002

I, Christopher J. Polimino, President of OP-TECH
Environmental Services, Inc. (the "Company"), certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Annual Report on Form 10-K of the Company for the year ended December
31, 2006 (the "Report") fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or
78o(d)); and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


       Date: March 23, 2007
       /s/ Christopher J. Polimino
       Christopher J. Polimino
       President





Certifications Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002

I, Charles B. Morgan, Chief Executive Officer of OP-TECH
Environmental Services, Inc. (the "Company"), certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Annual Report on Form 10-K of the Company for the year ended December
31, 2006 (the "Report") fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or
78o(d)); and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


       Date: March 23, 2007
       /s/ Charles B. Morgan
       Charles B. Morgan
       President





I, Douglas R. Lee, Chief Financial Officer and Treasurer of OP-TECH
Environmental Services, Inc. (the "Company"), certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Annual Report on Form 10-K of the Company for the year ended December
31, 2006 (the "Report") fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or
78o(d)); and


(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


       Date: March 23, 2007
       /s/ Douglas R. Lee
       Douglas R. Lee
       Chief Financial Officer and Treasurer



                                        E-5
<PAGE>
<END>