EXHIBIT 10.4


                                 John R. Aitken
                             25022 Hollyberry Lane
                             Laguna Niguel CA 92677
                                  949/448 9810
                          johnaitken@worldnet.att.net

April 30, 2000


Ilyas Chaudhary, Chairman
Capco Energy, Inc.
2922 E. Chapman, Ste.202
Orange, CA  92869

Dear Ilyas:

This letter  confirms  that the  arrangement  between  Capco  Energy,  Inc.  and
subsidiaries  ("Capco")  and me regarding  settlement  of amounts owed to me for
services rendered to Capco during the period to May 1, 2000, is as follows:

The  amount of $35,000 to be paid in 2  installments,  being  $10,000 on May 15,
2000,  and  $25,000 on June 30, 2000  respectively.  Capco will also issue 5,000
shares of registered,  fully paid,  nonassessable  common stock of Capco Energy,
Inc.  Registration  of such  shares  will  take  place  via an S-8  Registration
statement to be filed by June 1, 2000.

Thank you for your agreement on this matter.

Sincerely,


/s/ John R. Aitken
John R. Aitken