SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                       Securities Exchange Act of 1934
                          [Amendment No. _________]

Filed by the Registrant _X_
Filed by a Party other than the Registrant ___

Check the appropriate box:

_X_  Preliminary Proxy Statement
___  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
___  Definitive Proxy Statement
___  Definitive Additional Materials
___  Soliciting Material Pursuant to Section 240.14a-11(c) or
     Section 240.14a-12

                             ALFA RESOURCES, INC.
               (Name of Registrant as Specified in Its Charter)

                             ALFA RESOURCES, INC.
                 (Name of Person(s) Filing Proxy Statement)





                                ALFA RESOURCES, INC.
                           218 W. Carmen Lane, Suite 208
                           Santa Maria, California 92454
                   ____________________________________________

                             NOTICE OF ANNUAL MEETING
                       OF STOCKHOLDERS AND PROXY STATEMENT
                   ____________________________________________

                           TO BE HELD NOVEMBER 5, 1999


Dear Stockholder:

The Annual Meeting of Stockholders of Alfa Resources, Inc. ("Alfa" or the
"Company") will be held at 2922 Chapman Avenue, Suite 202, Orange, California
93869 on November 8, 1999, at 10:30 a.m. PST for the following purposes:

I.   to elect five directors of the Company;

II.  to approve a 100 to 1 reverse stock split;

III. to approve changing the name of the Company;

VI.  to approve the 1999 Incentive Equity Plan (the "Incentive Equity Plan");
and,

VII. to consider and act upon such other matters as may properly come before
the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on October 15, 1999 as
the record date for determining Stockholders entitled to notice of, and to
vote at, the meeting or any adjournment or postponements thereof.

You are cordially invited to attend the meeting in person.  Whether or not you
plan to attend the meeting, you are urges to complete, date, sign and return
the enclosed proxy in the accompanying envelope, which mailing will be postage
free if mailed in the United States of America.  You may revoke the proxy by
filing properly executed proxy bearing a later date or by attending the Annual
Meeting and voting in person.

Regardless of how many shares you own, your vote is very important. Please
sign, date and return the enclosed proxy card today.

The Company's Annual Report for its fiscal year ending May 31, 1999 is being
mailed to Stockholders and accompanies these proxy materials.  The Annual
Report contains financial and other information about the Company, but is not
incorporated in the Proxy Statement and is not deemed a part of the proxy
soliciting materials.


                                      BY ORDER OF THE BOARD OF DIRECTORS


                                      William J. Hicke
                                      Secretary

Santa Maria, California
October 15, 1999




                             ALFA RESOURCES, INC.
                        218 W. Carmen Lane, Suite 208
                        Santa Maria, California 93454


                         PRELIMINARY PROXY STATEMENT
                        ____________________________

     This Proxy statement is furnished to the holders ("Stockholders") of
common stock, par value ("Common Stock") of Alfa Resources, Inc., a Colorado
corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors for use at the Annual Meeting of Stockholders to be
held on November 8, 1999 at 10:30 a.m. PST at 2922 Chapman Avenue, Suite 202,
Orange, California 92869 (including any adjournments or postponements thereof
(the " Meeting"). A copy of the Notice of Meeting accompanies this Proxy
Statement. It is anticipated that the mailing of this Proxy Statement and the
accompanying Proxy Card will commence on October 25, 1999.

RECORD DATE; STOCKHOLDERS ENTITLED TO VOTE

     Only Stockholders of record at the close of business on October 15, 1999,
the record date ("Record Date") for the meeting, will be entitled to notice
of and to vote at the Meeting. As of the Record Date, Alfa had outstanding
100,000,000 shares of Common Stock. Shares of Common Stock are the only
securities of Alfa entitled to vote at the 'annual Meeting and each share
outstanding as of the Record Date will be entitled to one vote.

VOTE REQUIRED FOR APPROVAL

     The presence in person or by proxy of the holders representing one-third of
the outstanding shares of Common Stock will constitute a quorum for the
transaction of business at the meeting.  If a quorum is present, a majority
of the shares of Common Stock represented in person or by proxy at the
meeting and voting on a proposal is required to approve the election of
Directors and all other proposals. Sultan Mahmud, Imran Jattala, Tariq
Chaudhary, Javed Chaudhary and Faisal Chaudhary who each own 9.9% of the
shares of Common Stock of the Company, and Edward J. Names and C. L.
Nordstrom who own 6.5% and 1.9% of the shares of Common Stock of the Company
(collectively representing 57.9% of the shares entitled to vote at the
Meeting), have each advised the Company that they intend to vote FOR each of
the nominees named herein, FOR the approval of the 1 for  100 share reverse
stock split, FOR the change of the Company's name,  and FOR the Incentive
Plan.

REVOCABILITY OF PROXIES

     A Stockholder who dates, signs and returns the enclosed for of proxy may
revoke the proxy at any time before it is voted by submitting a duly executed
written revocation or a proxy bearing a later date to the Secretary of the
Company.  Attendance at the meeting shall not have the effect of revoking a
proxy unless the Stockholder so attending shall, in writing, so notify the
secretary of the meeting at any time prior to the voting of the proxy.

PROXY SOLICITATION

     The cost of soliciting proxies will be borne by the Company. In addition
to soliciting proxies will be borne by the Company. In addition to soliciting
proxies by mail, directors, executive officers and employees of the Company,
without receiving extra compensation therefor, may solicit proxies by




telephone, telegram or in person.  Arrangements will also be made with
brokerage firms and other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owner of shares of the common Stock,
and the Company will reimburse such brokerage firms and other custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses incurred by
them in connection with forwarding such materials, which are anticipated to
total approximately $5,000.

VOTING OF PROXIES

     Proxies will be voted in accordance with the instructions indicated
thereon.  A validly executed proxy, that does not indicate instructions, will
be voted FOR the Director Nominees identified below and FOR the other
proposals.  The proxy permits a Stockholder to withhold voting for any
proposal if the Stockholder so chooses.  Abstentions are counted for purposes
of determining the number of shares represented and entitled to vote at the
meeting.  However, abstentions are not counted in determining the number of
shares voting for an item of business, and, therefore, have the same effect
as a vote AGAINST a business item. Broker non-votes are counted for purposes
of determining the number of shares represented and entitled to vote at the
meeting; however, the shares represented thereby are not voted and do not
represent a vote either FOR or AGAINST an item of business. The Annual
Meeting will be held for the transaction of business described herein and for
the transaction of such other business as may properly come before the Annual
Meeting (which, as defined herein, includes any postponements or adjournments
thereof).  At the date of this Proxy Statement, the only business that the
Company's management intends to present, or knows that others will present,
is that described in this Proxy Statement.  If other matters come before the
Annual Meeting, the persons holding proxies solicited hereunder intend to
vote such proxies in accordance with their judgment on all such matters.

                  PROPOSAL NO. I  - ELECTION OF DIRECTORS

     The entire Board of Directors is elected annually to serve until their
terms expire and their successors have been elected and qualified.  It is the
intention of the persons named in the Proxy to vote for the nominees listed
below except where authority has been withheld as to a particular nominee or
as to all nominees.  If any candidate nominated in this Proxy /statement
should for any reason, become unavailable for election, proxies may be voted
with discretionary authority for any substitute designated by the Board of
Directors. Sultan Mahmud, Imran Jattala, Tariq Chaudhary, Javed Chaudhary and
Faisal Chaudhary who each own 9.9% of the shares of Common Stock of the
Company, and Edward J. Names and C. L. Nordstrom who own 6.5% and 1.9% of the
shares of Common Stock of the Company (collectively representing 57.9% of the
shares entitled to vote at the Meeting), have each advised the Company that
they intend to vote for each of the nominees listed below. Pursuant to the
Company's Articles of Incorporation, the Stockholders have authorized a
minimum of three Directors.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS FOR A ONE-YEAR TERM TO EXPIRE
AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS

     The Board of Directors recommends a vote for the following Director
Nominees, designated as Proposal No. I on the enclosed proxy card.





                                    2



NAME AND POSITION                             YEAR FIRST
CURRENTLY HELD                                BECAME A       YEAR CURRENT
WITH THE COMPANY                     AGE      DIRECTOR       TERM EXPIRES
_____________________________________________________________________________

Sultan Mahmud, President, Director    43       1999          1999

Nancy Heck, Secretary-Treasurer       53       1999          1999

C. L. Nordstrom, Director             80       1981          1999
_____________________________________________________________________________

INFORMATION ABOUT DIRECTOR NOMINEES

     Following is a brief account of the business experience during the past
five (5) years of each of the three Director Nominees of the Company indicating
their principal occupation and employment during that period, and the name and
principal business of any organization in which such occupations and employment
were carried out.

     Sultan Mahmud has been president and a Director of the Company since 1999.
Mr. Mahmud has 16 years experience in various aspects of management in public
and private companies.  He has MBA degrees in Finance and Marketing from
American International College of Massachusetts. Prior to 1995, Mr. Mahmud
worked for seven years in various positions for Innovation Luggage, a New
Jersey based company.  During the year 1996, he was the Chief Operating
Officer of Pyramid Stores, Inc., a wholly owned subsidiary of Meteor
Industries, Inc. (Nasdaq; "METR").  From January 1997 to July 1998 he was a
Vice President of Capco Acquisub, Inc., a wholly owned subsidiary of Capco
Resources Ltd. (Alberta; "CPD-AL").  From August  1998 to January 1999 Mr.
Mahmud was Vice President, Investor Relations for  Saba Petroleum Company
(Amex; "SAB"). From January 1999 to July 1999, he was President of Capco
Resources Ltd. and from August 1999 to present he has been President of the
Company.

     Nancy Heck has been Chief Financial Officer, Treasurer, Secretary and a
Director of the Company since 1999. Ms. Heck is a Colorado licensed Certified
Public Accountant with twenty years experience in business and finance. Ms.
Heck's educational background includes a Bachelor's and Master of Science
degree in biology from the University of Michigan, supplementary education in
business and accounting from Ft. Lewis College in Colorado, and yearly
continuing professional educational required for CPA licensure. Prior to
joining the Company, Ms. Heck was a consultant to Community Health Centers,
Inc. and it's affiliated health care organizations in Colorado Springs.
Before consulting for Community Health Centers, Inc. she was employed as the
Center's Chief Financial Officer.   She has also held the position of Chief
Financial Officer at Cedar Springs Hospital in Colorado Springs and at Mercy
Medical Center in Durango, Colorado.   Ms. Heck has also worked as a Practice
Administrator to an ophthalmology medical practice.  Her Public Accounting
experience includes four years as a Senior Accountant in tax and auditing.

     C. L. Nordstrom has been a Director of the Company since 1981. From June
1979 to March 1994, Mr. Nordstrom was a Director of Winco Petroleum Corpor-
ation, a publicly held Colorado corporation engaged in oil and gas exploration
and development.  Since 1973, Mr. Nordstrom has been self-employed as an
investor. From 1970 until 1973, Mr. Nordstrom served as Manager of Operations


                                     3




for the Rocky Mountain District as well as Petroleum Engineer for the Rocky
Mountain Division of Champlin Petroleum Company, a subsidiary of the Union
Pacific Railroad Company. Mr. Nordstrom received a Bachelor of Science degree
in Geology and Engineering from the Montana School of Mines in 1947.

    THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. I

BOARD COMMITTEES AND MEETINGS

     The Board of Directors met twice during the fiscal year 1998.  The Company
has no standing executive, audit or compensation committees.


        PROPOSAL NO. II  - APPROVAL OF I FOR 100 SHARE ROLLBACK OF
                          THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK

     On October 14, 1999, the Board of Directors adopted a resolution
authorizing the 1 for 100 shares reverse stock split or "rollback" of the
issued and outstanding shares of the Common Stock (the "Rollback"), subject
to approval by the Stockholders of the Company at the Annual Meeting. Sultan
Mahmud, Imran Jattala, Tariq Chaudhary, Javed Chaudhary and Faisal Chaudhary
who each own 9.9% of the shares of Common Stock of the Company, and Edward J.
Names and C. L. Nordstrom who own 6.5% and 1.9% of the shares of Common Stock
of the Company (collectively representing 57.9% of the shares entitled to
vote at the Meeting), have each advised the Company that they intend to vote
for the approval of the Rollback.

     On January 4, 1982, the shares Common Stock of the Company (the Stock")
began trading on the NASD-OTC market. The Stock has never been traded
actively or sustained any level of significant interest by the investment
community. Since 1994, the Company has been unable to attract a market maker
to participate in its securities, and, as a consequence, the Stock  has not
traded in that period of time.

     As a part of the other business to be transacted by the Stockholders in
the Meeting, the Company proposes to refocus the Company's business strategy
by changing the name of the Company [Proposal No III] in anticipation of
acquiring other oil and gas entities in the near future. It is management's
belief that reducing the outstanding shares of the Common Stock by imple-
menting the reverse split of 1:100 will allow Alfa Stockholders to gain
economic benefit by the creation of an orderly market for the securities,
where buyers and sellers of Stock would be allowed to trade their securities
at a price as dictated by the market.  The current lack of a market for the
Stock does not allow investors the opportunity to, either value their
holdings appropriately, or realize proceeds should they wish to liquidate.
The liquidity offered to Stockholders by virtue of this method would be
invaluable in allowing Stockholders to make informed decisions about their
investment in the Company. The 1 for 100 share adjustment will reduce the
current issued and outstanding shares of the Common Stock from 99,000,000 as
of August 15, 1999 to 990,000 upon approval of this Proposal.  This will have
the effect of increasing the per share Stock value and attracting an exper-
ienced and motivated market maker to create an active market in the Company's
Stock.



                                    4






        PROPOSAL NO. III  - APPROVAL TO CHANGE THE NAME OF THE COMPANY

     On October 14, 1999, the Board of Directors unanimously adopted a resolu-
tion approving the amendment of the Articles of Incorporation to change
the name of the Company to "Capco Energy, Inc.", subject to approval by the
Stockholders of the Company at the Annual Meeting. Sultan Mahmud, Imran
Jattala, Tariq Chaudhary, Javed Chaudhary and Faisal Chaudhary who each own
9.9% of the shares of Common Stock of the Company, and Edward J. Names and C.
L. Nordstrom who own 6.5% and 1.9% of the shares of Common Stock of the
Company (collectively representing 57.9% of the shares entitled to vote at
the Meeting), have each advised the Company that they intend to vote for the
approval of this Proposal No. III.

     THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. II

         PROPOSAL NO. IV  - APPROVAL OF THE 1999 INCENTIVE EQUITY PLAN

     The Board of Directors adopted the 1999 Incentive Equity Plan of the
Company (the "Incentive Plan") on October 14, 1999, subject to approval by
the Stockholders of the Company at the Annual Meeting. Sultan Mahmud, Imran
Jattala, Tariq Chaudhary, Javed Chaudhary and Faisal Chaudhary who each own
9.9% of the shares of Common Stock of the Company, and Edward J. Names and
C. L. Nordstrom who own 6.5% and 1.9% of the shares of Common Stock of the
Company (collectively representing 57.9% of the shares entitled to vote at
the Meeting), have each advised the Company that they intend to vote for the
approval of the Incentive Plan.

PRIOR HISTORY OF EMPLOYEE STOCK OPTION PLANS

     On September 30, 1981, the Board of Directors approved the adoption of an
Incentive Stock Option Plan ("ISOP").  The ISOP reserved 5,000,000 shares of
the Company's $.001 par value common stock for grants to employees at
exercise prices no less than the market value of the common stock on the date
of grant.  As of May 31, 1999, no options were outstanding.  Options granted
are exercisable for a period of five years or three months after an employee
terminates his employment with the Company, whichever is sooner.

     On May 18, 1982, the Board of Directors established a Bargain Stock Option
Plan ("BSOP").  The BSOP reserved 8,000,000 shares of the Company's $.001 par
value common stock for grants to officers, Directors and employees. Under this
plan, the exercise price is determined by the Board of Directors but in no
event can the can the exercise price be less than $.12 per share.  As of May
31, 1999, no options under the this plan were issued and outstanding or
exercisable.

     On October 14, 1999, the Board of Directors terminated both the ISOP and
the BSOP with instructions to management to review alternative plans that
would provide greater flexibility to the Company in terms of the types of
awards that might be granted.

PURPOSE OF THE INCENTIVE PLAN

     The purpose of the Incentive Plan is to enable the Company to attract
officers and other key employees and consultants and to provide then with
appropriate incentives and rewards for superior performance.  The Incentive
Plan affords the Company the ability to re4spond to changes in the compe-
titive and legal environments by providing the Company with greater flexibility
in key employee and executive compensation than was available

                                    5




through the previously approved plans.  This plan is designed to be an
omnibus plan allowing the Company to grant a wide range of compensatory
awards including stock options, stock appreciation rights, restricted stock,
deferred stock and performance shares or units.  The Incentive Plan is
intended to encourage stock ownership by recipients by providing for or
increasing their proprietary interests in the Company, thereby encouraging
them to remain in the Company's employment.  The Incentive Plan has been
prepared to comply with all applicable tax and securities laws, including
Section 16 (b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and state and federal tax laws.

DESCRIPTION OF THE INCENTIVE PLAN

General

     The following general description of certain features of the Incentive
Plan is qualified in its entirety by reference to the Incentive Plan, which
is attached as Appendix A.  Subject to adjustment as provided in the Incentive
Plan, the number of shares of common stock that may be issued or
transferred, plus the amount of shares of common stock covered by outstanding
awards granted under the Incentive Plan, shall not in the aggregate exceed
10% of the issued and outstanding shares.  The number of Performance Units
granted under the Incentive Plan shall not in the aggregate exceed 5% of the
issued and outstanding shares. The number of shares of common stock granted
under the Incentive Plan to any individual in any calendar year shall not in
the aggregate exceed 3% of the issued and outstanding shares.

Eligibility

     Officers, including officers who are members of the Board of Directors,
and other key employees and consultants to the Company may be selected by the
Committee (as defined below) to receive benefits under the Incentive Plan.

Terms of Options and Other Possible Awards

     The Incentive Plan authorizes the granting of options to purchase shares
of Common Stock ("Option Rights"), stock appreciation rights ("Appreciation
Rights"), restricted shares ("Restricted Shares"), deferred shares ("Deferred
Shares"), performance shares ("Performance Shares") and performance units
("Performance Units"). The terms applicable to these various types of awards,
including those terms that may be established by the Committee when making or
administering particular awards, are set forth in detail in the 1999
Incentive Plan.

Option Rights.

     The Committee may grant Option Rights that entitle the optionee to
purchase shares of common stock at a price less than, equal to or greater
than market value on the date of grant.  The option price is payable at the
time of exercise (i) in cash or cash equivalent, (ii) by transfer to the
Company of shares of Common Stock that are already owned by the optionee and
have a value at the time of exercise equal to the option price, (iii) with
any other legal consideration the Committee may deem appropriate or (iv) by
any combination of the foregoing methods of payment.  Any grant may provide
for deferred payment of the option price from the proceeds of sale through a
broker on the date of exercise of some or all of the shares of Common stock
to which the exercise relates. The Committee has the authority to specify at

                                    6




any time that Restricted shares or other shares of Common Stock which are
subject to risk of forfeiture or restrictions on transfer will be accepted
for part or all of the option price. In such event, the Committee may provide
that the shares of Common Stock received upon exercise of the stock option
will not be subject to the same risks of forfeiture or restrictions on
transfer which applied to the shares used for payment of the option price.
The Committee may also provide that additional Option Rights will
automatically be granted to an optionee upon exercise of Option Rights.

     Option Rights granted under the Incentive Plan may be Option Rights that
are intended to qualify as incentive stock options ("ISO's") within the meaning
of Section 422 of the Internal Revenue Code of 1986 ("Code") or Option Rights
that are not intended to so qualify. The Incentive Plan permits the granting of
incentive stock options or non-qualified stock options at the discretion of the
Committee.  The exercise price for non-qualified stock options granted may not
be less than 85% of the fair m market value per share of Common Stock on the
date of grant. The exercise price for ISO's may not be less than the fair
market value per share on the date of grant, ISO's granted to persons owning
more than 10% of the Company's voting stock must have an exercise price of not
less than 110% of the fair market value per share of Common Stock on the date
of grant. All options granted must be exercised within ten years of grant,
except that ISO's granted to Stockholders owning 10% or more of the voting
stock of the Company must be exercised within five years of the date of grant.
The aggregate market value (as determined as of the date of grant) of the
common stock for which any optionee may be awarded ISO's which are first
exercisable by such optionee during any calendar year may not exceed $100,000.
At or after the date of grant of any non-qualified Option rights, the Committee
may provide for the payment of dividend equivalents to the optionee on current,
deferred or contingent basis or may provide that dividend equivalents be
credited against the option price.

     Each grant must specify the conditions, including as and to the extent
determined by the Committee, the period or periods of continuous employment
or continuous engagement of consulting services of the optionee by the
Company or any subsidiary, or the achievement of Management Objectives (as
defined in the Incentive Plan), that are necessary before the Option Rights
will become exercisable, and may provide for the earlier exercise of the
Option rights, including, without limitation, in the event of a change in
control of the  Company or other similar transaction or event.  Successive
grants may be made to the same optionee regardless of whether Option Rights
previously granted to him or her remains unexercised.

Appreciation Rights.

     Appreciation Rights granted under the Incentive Plan may either be
freestanding or granted in tandem with Option Rights. An Appreciation Right
represents the right to receive from the Company the difference ("Spread"),
or a percentage thereof not in excess of 100 percent, between the base price
per share of Common Stock in the case of a freestanding Appreciation Right,
or the option price of the related Option Right in the case of a tandem
Appreciation Right, and the market value of the Common Stock on the date of
exercise of the Appreciation Right. Tandem Appreciation Rights may only be
exercised at the time when the related Option Right is exercisable and the
Spread is positive, and the exercise of a tandem Appreciation Right requires
the surrender of the related Option Right for cancellation.

     A Freestanding Appreciation Right must have a base price which is at
least equal to the fair market value of a share of Common Stock on the date

                                    7




of the grant, must specify the conditions, including as and to the extent
determined by the Committee, the period of continuous employment or con-
tinuous engagement of consulting services, or the achievement of Management
objectives that are necessary before the Appreciation Right becomes exercisable
(except that it may provide for its earlier exercise, including , without
limitation, in the event of a change of control of the Company or other similar
transaction or event) and may not be exercised  more than 10 years from the
date of grant. Any grant of Appreciation Rights may specify that the amount
payable by the Company upon exercise may be paid in cash, shares of Common
Stock or a combination thereof, and the Committee may either reserve or grant
to the recipient the right to elect among those alternatives.  The committee
may provide with respect to any grant of appreciation/rights for the payment
of dividend equivalents thereon in cash or Common Stock on a current,
deferred or contingent basis.

Restricted Shares.

     An award of Restricted Shares involves the immediate transfer by the
Company to a participant of ownership of a specific number of shares of
Common Stock in consideration of the performance of services or, as and to
the extent determined by the Committee, the achievement of Management
Objectives.  The participant is entitled immediately to voting, dividend and
other ownership rights in the shares.  The transfer may be made without
additional consideration from the participant or in consideration of a
payment by the participant that is less than the market value of the shares
on the date of grant, as the Committee may determine.

     Restricted Shares must be subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code for a period to be determined by
the Committee.  An example would be a provision that the Restricted Shares
would be forfeited if the participant ceased to serve the Company as an
officer or other key employee during a specified period of years.  In order
to enforce these forfeiture provisions, the transferability of Restricted
Shares will be prohibited or restricted in a manner and to the extent pre-
scribed by the Committee for the period during which the forfeiture provisions
are to continue.  The Committee may provide for a shorter period during which
the forfeiture provisions are to apply, including, without limitation, in the
event of a change in control of the Company or other similar transaction or
event.

Deferred Shares.

     An award of Deferred Shares constitutes an agreement by the Company to
deliver shares of Common Stock to the participant in the future in consid-
eration of the performance of services, subject to the fulfillment of such
conditions during the Deferral Period (as defined in the Incentive Plan)
as the Committee may specify.  During the Deferral Period, the participant
has no right to transfer any rights under the award and no right top vote the
shares covered by the award.  On or after the date of any grant of Deferred
Shares, the Committee may authorize the payment of dividend equivalents
thereon on a current, deferred or contingent basis in either cash or additional
shares of Common Stock.  Grants of Deferred Shares may be made
without additional consideration from the participant or for consideration in
an amount that is less than the market value of the shares on the date of
grant.  Deferred Shares must be subject to a Deferral Period, as determined
bay the Committee on the date of grant, except that the Committee may provide
for a shorter Deferral Period, including, without limitation, in the event of
a change of control of the Company or similar transaction event.

                                    8





Performance Shares and Performance Units.

     A Performance Share is the equivalent of one share of Common Stock, and a
Performance Unit is the equivalent of $1.00.  A participant may be granted
any number of Performance Shares or Performance Units.  The participant will
be given one or more Management Objectives to meet within a specified period
("Performance Period") which may be subject to earlier termination, including,
without limitation, in the event of a change in control of the Company or other
similar transaction or event. A minimum level of acceptable achievement will
also be established by the Committee.  If by the end of the Performance Period
the participant has achieved the specified Management Objectives, he or she
will be deemed to have fully earned the Performance Shares or Performance
Units.  If the participant has not achieved the Management Objectives but has
attained or exceeded the predetermined minimum level of acceptable achieve-
ment, he or she will be deemed to have partly earned the Performance Shares or
Performance Units in accordance with a predetermined formula.  To the extent
earned, the Performance Shares or Performance Units will be paid to the
participant at the time and in the manner determined by the Committee in cash,
shares of Common Stock or any combination thereof, and the Committee may either
grant to the recipient or retain the right to elect among these alternatives.
At or after the date of grant of any Performance Shares, the committee may
provide for the payment of dividend equivalents to the optionee on a current,
deferred or contingent basis.

Management Objectives

   Management Objectives mean the achievement of performance objectives
established pursuant to the Incentive Plan. The Committee may adjust Manage-
ment Objectives and related minimum acceptable levels of achievement if
events or transactions have occurred after the date an award was granted that
are unrelated to the performance of the participant and result in distortion
of the Management Objectives or the related mime levels.  Management Objectives
my be described in terms of either Company-wide objectives or
objectives that are related to the performance of the individual participant
or the division, subsidiary, department or function within the Company or a
subsidiary in the participant is employed or with respect to which the
participant provides consulting services.

Transferability

     No Option Right, or other "derivative security" within the meaning of Rule
16b-3 under the Exchange Act, is transferable by a participant except by will or
the laws of descent and distribution.  Option Rights and Appreciation
Rights may not be exercised during a participant's lifetime except bay the
participant or, in the event of his or her incapacity, by his or her guardian
or legal representative acting in a fiduciary capacity on behalf of the
participant under state law and supervision.

Adjustments

The maximum number of shares of Common Stock that may be issued or transferred
under the Incentive Plan, the number of shares covered by outstanding awards and
the option prices or base prices per share applicable thereto, are subject to
adjustment in the event of stock dividends, stock splits, combination of
shares, re-capitalizations, mergers, consolidations, spin-offs, reorgan-
izations, liquidations, issuances of rights or warrants and similar
transactions or events.  In the event of any such transaction or event, the

                                          9




Committee  may it its sole discretion provide in substitution for any or all
outstanding awards under the Incentive Plan such alternative consideration as
it may in good faith determine to be equitable in the circumstances and may
require the surrender of all awards so replaced.

Administration and Amendments

     The Incentive Plan is to be administered by a committee ("Committee") of
the Board of Directors which shall consist of not less than two Directors,
each of whom is a "disinterested person" within the meaning of Rule 16b-3
under the Exchange Act.  In connection with its administration of the
Incentive Plan, the Committee is authorized to interpret the Incentive Plan
and related agreements and other documents.  The Committee may make grants to
participants under any or a combination of all of the various categories of
awards that are authorized under the Incentive Plan.  The Committee may with
the concurrence of the affected participant cancel any agreement evidencing
an award granted under the Incentive Plan.  In the event of any such
cancellation, the Committee may authorize the granting of a new award under
the Incentive Plan in such manner, at such price and subject to such other
terms, conditions and discretion as would have been applicable under the
Incentive Plan had the canceled award not been granted.  The Committee may
also grant any award or combination of awards authorized under the Incentive
Plan, including without limitation an award that was granted prior to the
adoption of the Incentive Plan, and any such award or combination of awards
so granted under the Incentive Plan may or may not cover the same number of
shares of Common Stock as had been covered by the canceled award and will be
subject to such other terms, conditions and discretion as would have been
permitted under the Incentive Plan had the canceled award not been granted.

     The Incentive Plan may be amended from time to time by the Committee, but
without further approval by the Stockholders of the Company no such amendment
(unless expressly allowed pursuant to the adjustment provisions described
above) may (i) increase the aggregate number of shares that may be issued or
transferred plus the amount of shares covered by outstanding awards, or
increase the aggregate number of Performance Units that may be granted
thereunder or (ii) otherwise cause Rule 16b-3 under the Exchange Act to cease
to be applicable to the Incentive Plan.

Federal Income Tax Consequences to Participants in Plan

     The following is a brief summary of certain of the federal income tax
consequences of certain transactions under the Incentive Plan based on
federal income tax laws in effect on January 1, 1999.  This summary is not
intended to be exhaustive and does not describe state or local tax
consequences.

Non-qualified Option Rights.

     In general; (i) no income will be recognized by an optionee at the time a
non-qualified Option Right is granted; (ii) at the time of exercise of a non-
qualified Option Right, ordinary income will be recognized by the optionee in
an amount equal to the difference between the option price paid for the
shares and the fair market value of the shares if they are nonrestricted on
the date of exercise; and (iii) at the time of sale of shares acquired
pursuant to the exercise of a non-qualified Option right, any appreciation
(or depreciation) in the value of the shares after the date of exercise will
be treated as either short-term capital gain (or loss) depending on how long
the shares have been held.

                                    10



Incentive Stock Options.

     No income generally will be recognized by an optionee upon the grant or
exercise of an incentive stock option.  If shares of Common Stock are issued
to an optionee pursuant to the exercise of an incentive stock option and no
disqualifying disposition of the shares is made by the optionee within two
years after the date of grant or within one year after the transfer of the
shares to the optionee, then upon the sale of the shares any amount realized
in excess of the option price will be taxed to the optionee as long-term
capital gain and any loss sustained will be long-term capital loss.

     If shares of Common Stock acquired upon the exercise of an incentive stock
option are disposed of prior to the expiration of either holding period
described above, the optionee generally will recognize ordinary income in the
year of disposition in an amount equal to any excess of the fair market value
of the shares at the time of exercise (or, if less, the amount realized on
the disposition of the shares in a sale or exchange) over the option price
paid for the shares.  Any further gain (or loss) realized by the optionee
generally will be taxed as short-term or long-term capital gain (or loss)
depending on the holding period.

Appreciation Rights.

     No income will be recognized by a participant in connection with the grant
of an Appreciation Right.  When the Appreciation Right is exercised, the
participant normally will be required to include as taxable ordinary income
in the year of exercise an amount of cash, and the fair market value of any
nonrestricted shares of Common Stock, received pursuant to the exercise.  In
limited circumstances, however, the Internal Revenue Service ("IRS) may
contend that the holder of a free-standing appreciation right is in construc-
tive receipt of ordinary income before the Appreciation Right is exercised if
(i) a maximum limitation on the amount payable upon exercise of the Apprecia-
tion Right at the time when Appreciation Right is imposed and (ii) the maximum
limitation is reached prior to the exercise of the appreciation Right at a
time when the Appreciation Right is exercisable.

Restricted Shares.

     A recipient of Restricted Shares generally will be subject to tax at
ordinary income rates on the fair market value of the Restricted Shares
reduced by any amount paid by the recipient at such time as the shares are no
longer subject to a risk of forfeiture or restrictions on transfer for
purposes of Section 83 of the Code.  However, a recipient who so elects under
Section 83 (b) of the Code within 30 days of the date of transfer of the
shares will have taxable ordinary income on the date of transfer of the
shares equal to the excess of the fair market value of the share (determined
without regard to the risk of forfeiture or restrictions on transfer) over
any purchase price paid for the shares.  If a Section 83 (b) election has not
been made, any non-restricted dividends received with respect to Restricted
Shares that are subject at the time to a risk of forfeiture or restrictions
on transfer generally will be treated as compensation that is taxable as
ordinary income to the recipient.

Deferred Shares.

     No income generally will be recognized upon the grant of Deferred Shares.
The recipient of a grant of Deferred Shares generally will be subject to tax
at ordinary income rates on the fair market value of non-restricted shares of

                                    11



Common Stock on the date that the Deferred Shares are transferred to the
recipient, reduced by any amount paid by the recipient, and the capital gain
or loss holding periods for the Deferred Shares will also commence on that
date.

Performance Shares and Performance Units.

No income generally will be recognized upon the grant of Performance Shares or
Performance Units.  Upon payment in respect of the earn-out of Performance
Shares or Performance Units, the recipient generally will be required to
include as taxable ordinary income in the year of receipt an amount equal to
the amount of cash received and the fair market value of any nonrestricted
shares of Common Stock received.

Special Rules Applicable to Officers and Directors

     In limited circumstances where the sale of stock that is received as the
result of a grant of an award could subject an officer or Director to suit
under Section 16 (b) of the Exchange Act, the tax consequences to the officer
or Director may differ from the tax consequences described above.  In these
circumstances, unless a special election has been made, the principal
difference usually will be to postpone valuation and taxation of the stock
received so long as the sale of stock received could subject the Officer or
Director to suit under Section 16 (b) of the Exchange Act, but no longer than
six months.

Tax Consequences to the Company

     To the extent that a participant recognizes ordinary income in the
circumstance described above, the Company will be entitled to a corresponding
deduction provided that, among other things, (i) the income meets the test of
reasonableness, is an ordinary and necessary business expense, is not subject
to the annual compensation limitation set forth in Section 162 (m) of the
Code and is not an "excess parachute payment" within the meaning of Section
280G of the Code and (ii) any applicable withholding obligations are
satisfied.

   THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. IV

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


     The following table sets forth certain information as of August 15, 1999
with respect to the beneficial ownership of the Company's Common Stock by:
(i) each person who is known by the Company to beneficially own five percent
or more of any class of the Company's Common Stock, (ii) each Directors and
nominee for Director of the Company, and (iii) all Directors, nominees for
Director and officers of the Company as a group.








                                   12






                                           Amount & Nature
                    Name & Address          of Beneficial      Percent
Title of Class      Beneficial Owner(2)      Ownership        of Class
_______________________________________________________________________
$.001 Par      Paul Roebling A Trust      10,330,000 (1)         10.4%
Value Common   c/o Bank of New York,
Stock          530 Fifth Avenue
               New York, NY 10021

$.001 Par      Edward J. Names             4,658,000              6.5%
Value Common   216 16th Street #730
Stock          Denver, CO 80202

$.001 Par      Sultan Mahmud               9,800,000              9.9%
Value Common   3838 Mira Loma Drive
Stock          Santa Maria, CA 93455

$.001 Par      Imran Jattala               9,800,000              9.9%
Value Common   13763 Harvard Avenue
Stock          Chino, CA 91710

$.001 Par      Tariq Chaudhary             9,800,000              9.9%
Value Common   3834 Mira Loma Drive
Stock          Santa Maria, CA 93455

$.001 Par      Javed Chaudhary             9,800,000              9.9%
Value Common   330 E. Enos Drive #170
Stock          Santa Maria, CA 93454

$.001 Par      Faisal Chaudhary            9,800,000               9.9%
Value Common   5753-G Santiago Road #1500
Stock          Anaheim Hills, CA 92807

$.001 Par      C. L. Nordstrom             1,891,500               1.9%
Value Common   1735 Clark Street
Stock          Aurora, CO 80011

$.001 Par      Nancy Heck                         -0-                0%
Value Common   822 Speed Street
Stock          Santa Maria, CA 93454

All Officers and
Directors as a Group                                               21.7%
_______________________
(1)Includes 2,000,000 shares held in the name of the Estate of Paul Roebling
individually and 8,330,000 shares in the name of Paul Roebling A Trust.

(2)Each of the individuals named own all the shares listed of Alfa's Common
Stock directly and of record unless otherwise indicated.

     Changes in Control.   There are no arrangements, known to the Company,
including any pledge by any person of securities of Alfa, the operation of
which may at a subsequent date result in a change of control of Alfa.

   CERTAIN INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND KEY EMPLOYEES

     The following table sets forth the name, age and position of the executive
officers and key employees of the Company.

                                   13



   Name               Age     Position
________________________________________

Sultan Mahmud         43      President

Nancy Heck            53      Chief Financial Officer & Treasurer

William J. Hickey     58      Secretary

     Sultan Mahmud has been president and a Director of the Company since 1999.
Mr. Mahmud has 16 years experience in various aspects of management in public
and private companies.  He has MBA degrees in Finance and Marketing from
American International College of Massachusetts.

     Nancy Heck has been Chief Financial Officer, Treasurer, Secretary and a
Director of the Company since 1999. Ms. Heck is a Colorado licensed Certified
Public Accountant with twenty years experience in business and finance. Ms.
Heck's educational background includes a Bachelor's and Master of Science
degree in biology from the University of Michigan, supplementary education in
business and accounting from Ft. Lewis College in Colorado, and yearly
continuing professional educational required for CPA licensure.

     Prior to joining CRC, Ms. Heck was a consultant to Community Health
Centers, Inc. and it's affiliated health care organizations in Colorado
Springs.  Before consulting for Community Health Centers, Inc. she was
employed as the Center's Chief Financial Officer.  She has also held the
position of Chief Financial Officer at Cedar Springs Hospital in Colorado
Springs and at Mercy Medical Center in Durango, Colorado.

     Ms. Heck has also worked as a Practice Administrator to an ophthalmology
medical practice.  Her Public Accounting experience includes four years as a
Senior Accountant in tax and auditing.

     William J. Hickey was elected Secretary of the Company on October 14,
1999. Mr. Hickey was a Director and Secretary of Saba Petroleum Company
(Amex; "SAP") from 1992 to 1995. From 1995 to 1996, he was Vice President and
a Director of American Telephone + Data, Inc. (OTC-BB; "AMDP"). From 1997 to
present, he has been a Director and Consultant to Capco Resources Ltd. (ASE;
"CPD-AL"). Mr. Hickey is a lawyer by training and a graduate of Cornell
University Law School.

EXECUTIVE COMPENSATION

     No executive officer of the Company received salary, bonuses, option
grants or any other form of compensation during the fiscal year 1998. Any and
all options granted prior to the fiscal year 1998 have expired.

Compensation of Directors.

     The Directors of Alfa who do not receive annual salaries from the Company,
receive fees of $350 per Board Meeting attended in person, and reimbursement
for travel expenses.  These fees may be increased or decreased from time to
time by a majority vote of the Board of Directors. In addition, any Director
who presents a prospect to Alfa acceptable to a majority of disinterested
Board members, or if a Director substantially assists in the sale of a Company
property, the Board may grant such Director an overriding royalty interest,
and/or pay such Director a commission or finder's fee in

                                   14




varying amounts, on a case-by-case basis.  Commissions, if paid, are a minimum
of two percent of the purchase or sale price of the property. No consulting
fees, finder's fees or commissions were paid to Directors of Alfa during the
fiscal year ended May 31, 1999.

Termination of Employment and Change of Control Arrangement.

     Alfa has no compensation plan or arrangement with any of its current or
former officers or Directors, which will result from the resignation,
retirement, or any other termination by such individual of employment with
Alfa.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     No Director or officer of Alfa, nominee for election as a Director,
security holder who is known to the Company to own of record or beneficially
more than 5% of any class of the Company's voting securities, or any relative
or spouse of any of the foregoing persons, or any relative of such spouse,
who has the same home as such person or who is a Director or officer of any
parent or subsidiary of Alfa, has had any transaction or series of trans-
actions exceeding $60,000 during Alfa's last two fiscal years, or has any
presently proposed truncation to which Alfa was or is a party, in which any
of such persons had or is to have any direct or indirect material interest.

     As a matter of policy, Directors who are not employees of the Company may
receive finder's fees or commissions if they present a property or prospect
to the Company, which is considered acceptable to a majority of disinterested
Board members.  Such commission or finder's fees will be determined on a
case-by-case  basis if a transaction is consummated with regard to such
prospect or property.

    In 1994, a former Company Director (former president) and the former chief
financial officer organized a corporation ("Industries').  In 1998, Industries
charged Alfa $18,392 for accounting and administrative services.  In 1998,
$2,500 was paid to a Director (chief financial officer) for accounting services
related to SEC filings.  A payment of $2,900 was also made to Industries as a
prepayment for preparation of the 1998 Form 10-KSB.

FILING DISCLOSURE

     Section 16 (a) of the Exchange Act, as amended, and the rules thereunder
require the Company's officers and Directors and persons who own more than
10% of the Company's Common Stock to file reports of ownership and changes in
the ownership with the Securities and Exchange Commission and to furnish the
Company with copies.

     Based upon its review of the copies of such forms received by it, or
written representation from certain reporting persons, the Company believes
that, during the last fiscal year, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were met.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Glenn, Burdette, Phillips & Bryson, a professional corporation, were
independent accountants for the Company for the fiscal year ended May 31,
1999.  A representative of Glenn, Burdette, Phillips & Bryson is expected to
be present at the Meeting and to be available to respond to appropriate
questions.  No auditors have been appointed for the fiscal year 1999. The
Stockholders are not being asked to ratify the appointment of auditors for
1999.
                                    15



SUBMISSION OF PROPOSALS BY STOCKHOLDERS

     In order to be eligible for inclusion in the company's Proxy Statement for
the next Annual Meeting of Stockholders, anticipated to be held in October 2000,
any proposal by a Stockholder must be received by the company in writing at its
principal office in Santa Maria, California by May 27, 2000.

OTHER BUSINESS

     The Board of Directors does not know of any business to be presented for
consideration at the Annual Meeting of Stockholders other than that stated in
the Notice of Annual Meeting of Stockholders. It is intended, however, that
persons authorized under the proxies solicited from the Stockholders bay the
Board of Directors may, in the absence of instructions to the contrary, vote
or act in accordance with their judgment with respect top any other proposal
properly presented for action at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS
ALFA RESOURCES, INC.


William J. Hickey
Secretary


Santa Maria, California
October 15, 1999































                                   16




                                   Appendix A

                                 CAPCO ENERGY, INC.

                             1999 INCENTIVE EQUITY PLAN


1.   Purpose.  The purpose this Plan is to attract and retain officers and
other key employees of and consultants to Capco Energy, Inc. (the
"Corporation") and its Subsidiaries and to provide such persons with
incentives and rewards for superior performance.

2.   Definitions.  As used in this Plan, "Appreciation Right" means a right
granted Pursuant to Section 5 of this Plan, including a Free-standing
Appreciation Right and a Tandem Appreciation Right.

"Base Price" means the price to be used as the basis for determining the
Spread upon the exercise of a Freestanding Appreciation Right.

"Board" means the Board of Directors of the Corporation.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Committee" means the committee described in Section 14(a) of this Plan.

"Common Shares" means (i) shares of the Common Stock, no par value, of the
Corporation and (ii) any security into which Common Shares may be converted
by reason of any transaction or event of the type referred to in Section 10
of this Plan.

"Date of Grant" means the date specified by the Committee on which a grant of
Option Rights, Appreciation Rights, Performance Shares or Performance Units
or a grant or sale of Restricted Shares or Deferred Shares shall become
effective, which shall not be earlier than the date on which the Committee
takes action with respect thereto.

"Deferral Period" means the period of time during which Deferred Shares are
subject to deferral limitations under Section 7 of this Plan.

"Deferred Shares" means an award pursuant to Section 7 of this Plan of the
right to receive Common Shares at the end of a specified Deferral Period.

"Effective Date" shall have the meaning set forth in Section 17.

"Free-standing Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an
Option Right or similar right.

"Incentive Stock Option" means an Option Right that is intended to qualify as
an "incentive stock option" under Section 422 of the Code or any successor
provision thereto.

"Management Objectives" means the achievement of performance objectives
established pursuant to this Plan, which may be described in terms of
Corporation-wide objectives or objectives that are related to the performance
of the individual Participant, or the Subsidiary, division, department or
function within the corporation or Subsidiary in which the Participant is
employed or with respect to which the Participant provides consulting

                                    17



services.  The Committee may adjust Management Objectives and the related
minimum acceptable level of achievement if, in the sole judgment of the
Committee, events or transactions have occurred after the Date of Grant that
are unrelated to the performance of the Participant and result in distortion
of the Management Objectives or the related minimum acceptable level of
achievement.

"Market Value per Share" means the fair market value of the Common Shares as
determined by the Committee from time to time.

"Nonqualified Option" means an Option Right that is not intended to qualify
as an Incentive Stock Option.

"Optionee" means the person so designated in an agreement evidencing an
outstanding Option Right or the Successor of an Optionee, as the context so
requires.

"Option Price" means the purchase price payable upon the exercise of an
Option Right.

"Option Right" means the right to purchase Common Shares from the Corporation
upon the exercise of a Nonqualified Option or an Incentive Stock Option
granted pursuant to Section 4 of this Plan.

"Participant" means a person who is selected by the Committee to receive
benefits under this Plan and (i) is at that time an officer, including
without limitation an officer who may also be a member of the Board, or other
key employee of or a consultant to the Corporation or any Subsidiary or (ii)
has agreed to commence serving in any such capacity, or the Successor of a
Participant, as the context requires.

"Performance Period" means, in respect of a Performance Share or Performance
Unit, a period of time established pursuant to Section 8 of this Plan within
which the Management Objectives relating thereto are to be achieved.

"Performance Share" means a bookkeeping entry that records the equivalent of
one Common Share awarded pursuant to Section 8 of this Plan.

"Performance Unit" means a bookkeeping entry that records a unit equivalent
to $1.00 awarded pursuant to Section 8 of this Plan.

"Reload Option Rights" means additional Option Rights automatically granted
to an Optionee upon the exercise of Option Rights pursuant to Section 4(f) of
this Plan.

"Restricted Shares" means Common Shares granted or sold pursuant to Section 6
of this Plan as to which neither the substantial risk of forfeiture nor the
restrictions on transfer referred to in Section 6 hereof has expired.

"Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to time
by the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended, or any successor rule to the same effect.

"Spread" means, in the case of a Free-standing Appreciation Right, the amount
by which the Market Value per Share on the date when the Appreciation Right
is exercised exceeds the Base Price specified therein or, in the case of a
Tandem Appreciation Right, the amount by which the Market Value per Share on
the date when the Appreciation Right is exercised exceeds the Option Price
specified in the related Option Right.
                                    18



"Subsidiary" means any corporation in which the Corporation owns or controls
directly or indirectly more than 50 percent of the total combined voting
power represented by all classes of stock issued by such corporation at the
time of the grant.

"Successor" of a Participant means the legal representative of the estate of
a deceased Participant or the person or persons who shall acquire the right
to exercise an award hereunder by bequest or inheritance or by reason of
death of the Participant.

"Tandem Appreciation Right" means an Appreciation Right granted pursuant to
Section 5 of this Plan that is granted in tandem with an Option Right or any
similar right granted under any other plan of the Corporation.

3.   Shares and Performance Units Available under the Plan.

   (a) Subject to adjustment as provided in Section 10 of this Plan, the
number of Common Shares issued or transferred, plus the number of Common
Shares covered by outstanding awards granted under this Plan, shall not in
the aggregate exceed 500,000 Common Shares, which may be Common Shares of
original issuance or Common Shares held in treasury or a combination thereof.
For the purposes of this Section 3 (a):

      (i)   Upon payment in cash of the benefit provided by any award granted
under this Plan, any Common Shares that were covered by that award shall
again be available for issuance or transfer hereunder.

      (ii)   Common Shares covered by any award granted under this Plan shall
be deemed to have been issued or transferred, and shall cease to be available
for future issuance or transfer in respect of any other award granted here-
under, at the earlier of the time when they are actually issued or transferred
or the time when dividends or dividend equivalents are paid thereon; provided,
however, that Restricted Shares shall be deemed to have been issued or
transferred at the earlier of the time when they cease to be subject to a
substantial risk of forfeiture or the time when dividends are paid thereon.

   (b)   The number of Performance Units that may be granted under this Plan
shall not in the aggregate exceed 100,000.  Performance Units that are
granted under this Plan, but are paid in Common Shares or are not earned by
the Participant at the end of the Performance Period, shall be available for
future grants of Performance Units hereunder.

4.   Option Rights.  The Committee may from time to time authorize grants to
Participants of options to purchase Common Shares upon such terms and
conditions as the Committee may determine in accordance with the following
provisions:

   (a)   Each grant shall specify the number of Common Shares to which it
pertains; provided, however, that no participant shall be granted Option
Rights for more than 100,000 Common Shares in any one fiscal year of the
Corporation, subject to adjustment as provided in Section 10 of this Plan.

   (b)   Each grant shall specify an Option Price per Common Share, which may
be less than, equal to or greater than the Market Value per Share on the Date
of Grant; provided, however, (i) the Option Price shall equal at least 85% of
the Market Value per Share on the Date of Grant, or (ii) the Option Price
with respect to each Incentive Stock Option shall not be less than 100% (or

                                    19




110%, in the case of an individual described in Section 422(b)(6) of the Code
(relating to certain 10% owners)) of the Market Value per Share on the Date
of Grant.

   (c)   Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such consid-
eration, which may include (i) cash in the form of currency or check or
other cash equivalents acceptable to the Committee, (ii) subject to Section
4(d), non-forfeitable, unrestricted Common Shares, which are already owned by
the Optionee and have a value at the time of exercise that is equal to the
Option Price, (iii) any other legal consideration that the Committee may deem
appropriate, including without limitation any form of consideration author-ized
under Section 4(d) below, on such basis as the Committee may determine in
accordance with this Plan and (iv) any combination of the foregoing.

   (d)   On or after the Date of Grant of any Nonqualified Option, the
Committee may determine that payment of the Option Price may also be made in
whole or in part in the form of Restricted Shares or other Common Shares that
are subject to risk of forfeiture or restrictions on transfer.  Unless
otherwise determined by the Committee on or after the Date of Grant, whenever
any Option Price is paid in whole or in part by means of any of the forms of
consideration specified in this Section 4(d), the Common Shares received by
the Optionee upon the exercise of the Nonqualified Option shall be subject to
the same risks of forfeiture or restrictions on transfer as those that
applied to the consideration surrendered by the Optionee; provided, however,
that such risks of forfeiture and restrictions on transfer shall apply only
to the same number of Common Shares received by the Optionee as applied to
the forfeitable or restricted Common Shares surrendered by the Optionee.

   (e)   Any grant may provide for deferred payment of the Option Price from
the proceeds of sale through a broker on the date of exercise of some or all
of the Common Shares to which the exercise relates.

   (f)   On or after the Date of Grant of any Option Rights, the Committee
may provide for the automatic grant to the Optionee of Reload Option Rights
upon the exercise of Option Rights, including Reload Option Rights for Common
Shares or any other noncash consideration authorized under Sections 4(c) and
(d) above.

   (g)   Successive grants may be made to the same Participant regardless of
whether any Option Rights previously granted to the Participant remain
unexercised.

   (h)   Each grant shall specify the conditions, including as and to the
extent determined by the Committee, the period or periods of continuous
employment, or continuous engagement of the consulting services, of the
Optionee by the Corporation or any Subsidiary, or the achievement of
Management Objectives, that are necessary before the Option Rights or
installments thereof shall become exercisable, and any grant may provide for
the earlier exercise of the Option Rights, including, without limitation, in
the event of a change in control of the Corporation or other similar
transaction or event.

   (i)   Option Rights granted pursuant to this Section 4 might be
Nonqualified Options or Incentive Stock Options or combinations thereof, as
set forth in the award agreement.



                                    20



   (j)   On or after the Date of Grant of any Nonqualified Option, the
Committee may provide for the payment to the Optionee of dividend equivalents
thereon in cash or Common Shares on a current, deferred or contingent basis,
or the Committee may provide that any dividend equivalents shall be credited
against the Option Price.

   (k)   No Option Right granted pursuant to this Section 4 may be exercised
more than 10 years from the Date of Grant (except that, in the case of an
individual described in Section 422(b)(6) of the Code (relating to certain
10% owners) who is granted an Incentive Stock Option, the term of such Option
Right shall be no more than five years from the Date of Grant).

   (l)   Each grant shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Optionee and shall contain such terms and provisions as
the Committee may determine consistent with this Plan.

   (m)   The aggregate Market Value per Share, determined as of the Date of
Grant, of the Common Shares for which any Optionee may be awarded Incentive
Stock Options which are first exercisable by the Optionee during any calendar
year under this Plan (or any other stock option plan required to be taken
into account under Section 422(d) of the Code) shall not exceed $100,000.

   (n)   If and to the extent otherwise advisable herein or under the
applicable option agreement, upon and after the death of an Optionee, such
Optionee's Option Rights, to the extent exercisable after death may be
exercised by the Successors of the Optionee.  An Option Right may be
exercised, and payment in full of the aggregate Option Price made, by the
Successors of an Optionee only by written notice (in the form prescribed by
the Committee) to the Corporation specifying the number of Common Shares to
be purchased. Such notice shall state that the aggregate Option Price will be
paid in full, or that the Option Right will be exercised as otherwise
provided hereunder, in the discretion of the Corporation or the Committee, if
and as applicable.

5.   Appreciation Rights.  The Committee may also authorize grants to
Participants of Appreciation Rights.  An Appreciation Right shall be a right
of the Participant to receive from the Corporation an amount, which shall be
determined by the Committee and shall be expressed as a percentage (not
exceeding 100 percent) of the Spread at the time of the exercise of an
Appreciation Right.  Any grant of Appreciation Rights under this Plan shall
be upon such terms and conditions as the Committee may determine in
accordance with the following provisions:

   (a)   Any grant may specify that the amount payable upon the exercise of
an Appreciation Right may be paid by the Corporation in cash, Common Shares
or any combination thereof and may (i) either grant to the Participant or
reserve to the Committee the right to elect among those alternatives or (ii)
preclude the right of the Participant to receive and the Corporation to issue
Common Shares or other equity securities in lieu of cash; provided, however,
that no form of consideration or manner of payment that would cause Rule 16b-
3 to cease to apply to this Plan shall be permitted.

   (b)   Any grant may specify that the amount payable upon the exercise of
an Appreciation Right shall not exceed a maximum specified by the Committee
on the Date of Grant.



                                    21



   (c)   Any grant may specify (i) a waiting period or periods before
Appreciation Rights shall become exercisable and (ii) permissible dates or
periods on or during which Appreciation Rights shall be exercisable.

   (d)   Any grant may specify that an Appreciation Right may be exercised
only in the event of a change in control of the Corporation or other similar
transaction or event.

   (e)   On or after the Date of Grant of any Appreciation Rights, the
Committee may provide for the payment to the Participant of dividend
equivalents thereon in cash or Common Shares on a current, deferred or
contingent basis.

   (f)   Each grant shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Optionee and shall contain such other terms and
provisions as the Committee may determine consistent with this Plan.

   (g)   Regarding Tandem Appreciation Rights only: Each grant shall provide
that a Tandem Appreciation Right may be exercised only (i) at a time when the
related Option Right (or any similar right granted under any other plan of
the Corporation) is also exercisable and the Spread is positive and (ii) by
surrender of the related Option Right (or such other right) for cancellation.

   (h)   Regarding Free-standing Appreciation Rights only:

      (i)   Each grant shall specify in respect of each Free-standing
Appreciation Right a Base Price per Common Share, which shall be equal to or
greater than the Market Value per Share on the Date of Grant;

      (ii)   Successive grants may be made to the same Participant regardless
of whether any Free-standing Appreciation Rights previously granted to the
Participant remain unexercised; provided, however, that no participant shall
be granted more than 100,000 Freestanding Appreciation Rights in any one
fiscal year of the Corporation, subject to adjustment as provided in Section
10 of this Plan;

      (iii)   Each grant shall specify the conditions, including as and to
the extent determined by the Committee, the period or periods of continuous
employment, or continuous engagement of the consulting services, of the
Participant by the Corporation or any Subsidiary, or the achievement of
Management Objectives, that are necessary before the Free-standing Appre-
ciation Rights or installments thereof shall become exercisable, and any
grant may provide for the earlier exercise of the Free-standing Appreciation
Rights, including, without limitation, in the event of a change in control of
the Corporation or other similar transaction or event; and

      (iv)   No Freestanding Appreciation Right granted under this Plan may
be exercised more than 10 years from the Date of Grant.

6.   Restricted Shares.  The Committee may also authorize grants or sales to
Participants of Restricted Shares upon such terms and conditions as the
Committee may determine in accordance with the following provisions:

   (a)   Each grant or sale shall constitute an immediate transfer of the
ownership of Common Shares to the Participant in consideration of the
performance of services, or as and to the extent determined by the Committee,
the achievement of Management Objectives, entitling such Participant to

                                    22



dividend, voting and other ownership rights, subject to the substantial risk
of forfeiture and restrictions on transfer hereinafter referred to.

   (b)   Each grant or sale may be made without additional consideration from
the Participant or in consideration of a payment by the Participant that is
less than the Market Value per Share on the Date of Grant.

   (c)   Each grant or sale shall provide that the Restricted Shares covered
thereby shall be subject to a "substantial risk of forfeiture" within the
meaning of Section 83 of the Code for a period to be determined by the
Committee on the Date of Grant, and any grant or sale may provide for the
earlier termination of such period, including without limitation, in the
event of a change in control of the Corporation or other similar transaction
or event.

   (d)   Each grant or sale shall provide that, during the period for which
such substantial risk of forfeiture is to continue, the transferability of
the Restricted Shares shall be prohibited or restricted in the manner and to
the extent prescribed by the Committee on the Date of Grant.  Such restric-
tions may include, without limitation, rights of repurchase or first refusal
in the Corporation or provisions subjecting the Restricted Shares to a
continuing substantial risk of forfeiture in the hands of any transferee.

   (e)   Any grant or sale may require that any or all dividends or other
distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Common Shares, which may be subject to the same
restrictions as the underlying award or such other restrictions as the
Committee may determine.

   (f)   Each grant or sale shall be evidenced by an agreement, which shall
be executed an behalf of the Corporation by any officer thereof and delivered
to and accepted by the Participant and shall contain such terms and
provisions as the Committee may determine consistent with this Plan.  Unless
otherwise directed by the Committee, all certificates representing Restricted
Shares, together with a stock power that shall be endorsed in blank by the
Participant with respect to the Restricted Shares, shall be held in custody
by the Corporation until all restrictions thereon lapse.

7.   Deferred Shares.  The Committee may also authorize grants or sales of
Deferred Shares to Participants upon such terms and conditions as the
Committee may determine in accordance with the following provisions:

   (a)   Each grant or sale shall constitute the agreement by the Corporation
to issue or transfer Common Shares to the Participant in the future in
consideration of the performance of services rendered, subject to the
fulfillment during the Deferral Period of such conditions as the Committee
may specify.

   (b)   Each grant or sale may be made without additional consideration from
the Participant or in consideration of a payment by the Participant that is
less than the Market value per Share on the Date of Grant.

   (c)   Each grant or sale shall provide that the Deferred Shares covered
thereby shall be subject to a Deferral Period, which shall be fixed by the
Committee on the Date of Grant, and any grant or sale may provide for the
earlier termination of the Deferral Period, including without limitation, in
the event of a change in control of the Corporation or other similar
transaction or event.
                                     23



   (d)   During the Deferral Period, the Participant shall not have any right
to transfer any rights under the subject award, shall not have any rights of
ownership in the Deferred Shares and shall not have any right to vote the
Deferred Shares, but the Committee may on or after the Date of Grant
authorize the payment of dividend equivalents on the Deferred Shares in cash
or additional Common Shares on a current, deferred or contingent basis.

   (e)   Each grant or sale shall be evidenced by an agreement, which shall
be executed on behalf of the Corporation by any officer thereof and delivered
to and accepted by the Participant and shall contain such terms and provisions
as the Committee may determine consistent with this Plan.

8.   Performance Shares and Performance Units.  The Committee may also
authorize grants of Performance Shares and Performance Units, which shall
become payable to the Participant upon the achievement of specified
Management Objectives, upon such terms and conditions as the Committee may
determine in accordance with the following provisions:

   (a)   Each grant shall specify the number of Performance Shares or
Performance Units to which it pertains, which may be subject to adjustment to
reflect changes in compensation or other factors.

   (b)   The Performance Period with respect to each Performance Share or
Performance Unit shall be determined by the Committee on the Date of Grant
and may be subject to earlier termination, including, without limitation, in
the event of a change in control of the Corporation or other similar
transaction or event.

   (c)   Each grant shall specify the Management Objectives that are to be
achieved by the Participant.

   (d)   Each grant shall specify in respect of the specified Management
Objectives a minimum acceptable level of achievement below which no payment
will be made and shall set forth a formula for determining the amount of any
payment to be made if performance is at or above the minimum acceptable level
but falls short of full achievement of the specified Management Objectives.

   (e)    Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units that shall have been earned, and any
grant may specify that any such amount may be paid by the Corporation in
cash, Common Shares or any combination thereof and may either grant to the
Participant or reserve to the Committee the right to elect among those
alternatives; provided, however, that no form of consideration or manner of
payment that would cause Rule 16b-3 to cease to apply to this Plan shall be
permitted.

   (f)   Any grant of Performance Shares may specify that the amount payable
with respect thereto may not exceed a maximum specified by the Committee on
the Date of Grant.  Any grant of Performance Units may specify that the
amount payable, or the number of Common Shares issued, with respect thereto
may not exceed maximums specified by the Committee on the Date of Grant.

   (g)   On or after the Date of Grant of Performance Shares, the Committee
may provide for the payment to the Participant of dividend equivalents
thereon in cash or additional Common Shares on a current, deferred or
contingent basis.



                                     24



   (h)   Each grant shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by any officer thereof and delivered to
and accepted by the Participant and shall contain such terms and provisions
as the Committee may determine consistent with this Plan.

9.   Transferability.

   (a) No Option Right or other derivative security (as that term is used in
Rule 16b-3) granted under this Plan may be transferred by a Participant except
by will or the laws of descent and distribution.  Option Rights and Appre-
ciation Rights granted under this Plan may not be exercised during a
Participant's lifetime except by the Participant or, in the event of the
Participant's legal incapacity, by his guardian or legal representative
acting in a fiduciary capacity on behalf of the Participant under state law
and court supervision.

   (b)   Any grant made under this Plan may provide that all or any part of
the Common Shares that are to be issued or transferred by the Corporation
upon the exercise of Option Rights or Appreciation Rights or upon the
termination of the Deferral Period applicable to Deferred Shares or in
payment of Performance Shares or Performance Units, or are no longer subject
to the substantial risk of forfeiture and restrictions on transfer referred
to in Section 6 of this Plan, shall be subject to further restrictions upon
transfer.

10.   Adjustments.  The Committee may make or provide for such adjustments in
the number of Common Shares covered by outstanding awards granted hereunder,
the Option Prices per Common Share or Base Prices per Common Share applicable
to any such awards, and the kind of shares (including shares of another
issuer) covered thereby, as the Committee may in good faith determine to be
equitably required in order to prevent dilution or expansion of the rights of
Participants that otherwise would result from (a) any stock dividend, stock
split, combination of shares, re-capitalization or other change in the
capital structure of the Corporation or (b) any merger, consolidation, spin-
off, spin-out, split-off, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of warrants or other
rights to purchase securities or any other corporate transaction or event
having an effect similar to any of the foregoing.  In the event of any such
transaction or event, the Committee may provide in substitution for any or
all outstanding awards under this Plan such alternative consideration as it
may in good faith determine to be equitable under the circumstances and may
require in connection therewith the surrender of all awards so replaced.
Moreover, the Committee may on or after the Date of Grant provide in the
agreement evidencing any award under this Plan that the holder of the award
may elect to receive an equivalent award in respect of securities of the
surviving entity of any merger, consolidation or other transaction or event
having a similar effect, or the Committee may provide that the holder will
automatically be entitled to receive such an equivalent award.  The Committee
may also make or provide for such adjustments in the maximum number of Common
Shares specified in Section 3(a) of this Plan, the maximum number of
Performance Units specified in Section 3(b), and the maximum number of Common
Shares and Free-standing Appreciation Rights specified in Sections 4(a) and
5(h)(ii) of this Plan as the Committee may in good faith determine to be
appropriate in order to reflect any transaction or event described in this
Section 10.

11.   Fractional Shares.  The Corporation shall not be required to issue any
fractional Common Shares pursuant to this Plan.  The Committee may provide
for the elimination of fractions or for the settlement thereof in cash.
                                    25



12.   Withholding Taxes.  To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Corporation for the withholding are
insufficient, it shall be a condition to the receipt of any such payment or
the realization of any such benefit that the Participant or such other person
make arrangements satisfactory to the Corporation for payment of the balance
of any taxes required to be withheld.  At the discretion of the Committee and
subject to the provisions of Rule 16b-3, any such arrangements may include
relinquishment of a portion of any such payment or benefit.  The Corporation
and any Participant or such other person may also make similar arrangements
with respect to the payment of any taxes with respect to which withholding is
not required.

13.   Certain Terminations of Employment or Consulting Services, Hardship and
Approved Leaves of Absence.  Notwithstanding any other provision of this Plan
to the contrary, in the event of termination of employment or consulting
services by reason of death, disability, normal retirement, early retirement,
with the consent of the Corporation, termination of employment or consulting
services to enter public service with the consent of the Corporation or leave
of absence approved by the Corporation, or in the event of hardship or other
special circumstances, of a Participant who holds an Option Right or
Appreciation Right that is not immediately and fully exercisable, any
Restricted Shares as to which the substantial risk of forfeiture or the
prohibition or restriction on transfer has not lapsed, any Deferred Shares as
to which the Deferral Period is not complete, any Performance Shares or
Performance Units that have not been fully earned, or any Common Shares that
are subject to any transfer restriction pursuant to Section 9(b) of this
Plan, the Committee may take any action that it deems to be equitable under
the circumstances or in the best interests of the Corporation, including
without limitation, waiving or modifying any limitation or requirement with
respect to any award under this Plan.

14.   Administration of the Plan.

   (a) This Plan shall be administered by a Committee of the Board, which
shall be composed of not less than two members of the Board, each of whom
shall be a "disinterested person" within the meaning of
Rule 16b-3.

   (b)   The interpretation and construction by the Committee of any
provision of this Plan or any agreement, notification or document evidencing
the grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred
Shares, Performance Shares or Performance Units, and any determination by the
Committee pursuant to any provision of this Plan or any such agreement,
notification or document, shall be final and conclusive.  No member of the
Committee shall be liable for any such action taken or determination made in
good faith.

15.   Amendments and Other Matters.

   (a) This Plan may be amended from time to time by the Committee; provided,
however, that except as expressly authorized by this Plan, no such amendment
shall increase the number of Common Shares specified in Section 3(a) hereof,
increase the number of Performance Units specified in Section 3(b) hereof, or
otherwise cause this Plan to cease to satisfy any applicable condition of
Rule 16b-3, without further approval of the Stockholders of the Corporation.


                                     26



   (b)   With the concurrence of the affected Participant, the Committee may
cancel any agreement evidencing Option Rights or any other award granted
under this Plan.  In the event of any such cancellation, the Committee may
authorize the granting of new Option Rights or other awards hereunder, which
may or may not cover the same number of Common Shares or Performance Units as
had been covered by the canceled Option Rights or other award, at such Option
Price, in such manner and subject to such other terms, conditions and
discretion as would have been permitted under this Plan had the canceled
Option Rights or other award not been granted.

   (c)   The Committee may grant under this Plan any award or combination of
awards authorized under this Plan in exchange for the cancellation of an
award that was not granted under this Plan, including without limitation any
award that was granted prior to the adoption of this Plan by the Board, and
any such award or combination of awards so granted under this Plan may or may
not cover the same number of Common Shares as had been covered by the
canceled award and shall be subject to such other terms, conditions and
discretion as would have been permitted under this Plan had the canceled
award not been granted.

   (d)   This Plan shall not confer upon any Participant any right with
respect to continuance of employment or other service with the Corporation or
any Subsidiary and shall not interfere in any way with any right that the
Corporation or any Subsidiary would otherwise have to terminate any
Participant's employment or other service at any time.

   (e)  (i)   To the extent that any provision of this Plan would prevent any
Option Right that was intended to qualify as an Incentive Stock Option from
so qualifying, any such provision shall be null and void with respect to any
such Option Right: provided, however, that any such provision shall remain in
effect with respect to other Option Rights, and there shall be no further
effect on any provision of this Plan.

        (ii)   Any award that may be made pursuant to an amendment to this Plan
that shall have been adopted without the approval of the Stockholders of the
Corporation shall be null and void if it is subsequently determined that such
approval was required in order for this Plan to continue to satisfy the
applicable conditions of Rule 16b-3.

16.   Termination of the Plan.  No further awards shall be granted under this
Plan after the passage of 10 years from the date on which this Plan is first
approved by the Stockholders of the Corporation.

17.   Effective Date.  The effective date of this Plan (the Effective Date")
shall be October 15, 1999, provided, however, that this Plan and each award
granted hereunder shall be void and of no force or effect until and unless
this Plan shall have been approved by a vote of the holders of the majority
of the Common Shares of the Corporation present, or represented, and entitled
to vote at a meeting duly held in accordance with Colorado law.

18.   Non-transferability.  Each award granted under this Plan shall by its
terms be nontransferable by the Participant except by will or the laws of
decent and distribution of the state wherein the Participant is domiciled at
the time of his death; provided, however, that the Committee may (but need
not) permit other transfers, to the extent consistent with Rule 16b-3; where
the Committee concludes that such transferability does not result in
accelerated taxation and is otherwise appropriate and desirable.

                                   27




                             ALFA RESOURCES, INC.
                        218 West Carmen Lane, Suite 208
                         Santa Maria, California 93454

                    ANNUAL MEETING OF STOCKHOLDERS - 1999

          This proxy is solicited on behalf of the Board of Directors.

   The undersigned hereby appoints Nancy Heck and William J. Hickey, or
either of them, as attorneys-in-fact and proxies, each with the power to
appoint his/her substitute and hereby authorizes them to represent and to
vote, as designated below, all the shares of Alfa Resources, Inc. held of
record by the undersigned as of October 15, 1999, at the Annual Meeting of
Stockholders to be held at 2922 Chapman Avenue, Suite 202, Orange, California
92869 on November 8, 1999 at 10:30 a.m. or at any adjournments or
postponements thereof.

I.   Election of Directors

   FOR all nominees listed below                 WITHHOLD AUTHORITY
   (except as marked to the                      to vote for all nominees
    contrary below)       [  ]                   below                 [  ]

   Sultan Mahmud, Nancy Heck and C. L. Nordstrom

Approval of 1 for 100 reverse stock split

[   ]  FOR      [   ] AGAINST

III.   Approval of the change of name of the Company to "Capco Energy, Inc."

[   ]  FOR      [   ] AGAINST

IV.   Approval of the 1999 Incentive Equity Plan

[   ]  FOR      [   ] AGAINST

     In their discretion, the proxies are authorized to vote upon such other
business as may come before the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES AND FOR
PROPOSALS II, III, IV AND V.

     This proxy when properly executed will be voted in the manner directed
herein by the undersigned Stockholder.  If no direction is made, this proxy
will be voted for the proposals listed above and for any other proposals.












                                      28





     The undersigned hereby ratifies and confirms that said attorneys-in-fact
and proxies shall lawfully do or cause to be done by virtue hereof, and
hereby revokes any and all proxies heretofore given by the undersigned to
vote at the Annual Meeting or at any adjournments or postponements thereof.
The undersigned acknowledges receipt of notice of said meeting and the proxy
statement accompanying such notice.



                                       Dated: __________________________


                                              __________________________
                                              Signature


                                              __________________________
                                              Signature If Held Jointly


     Please sign exactly as your name appears below.  When shares are held as
joint tenants, both should sign.  When signing as attorney, executor, admin-
istrator, trustee or guardian, please give full title as such.  If a corpora-
tion, please sign in the full corporate name by the president or other
authorized officer or if a partnership, by an authorized person.



            PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.



























                                     29