-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BW//ohfmKTzi6twbkXCtq8g0PNmIpd0R7uUmHwuSNARIlLqK4s9fxWnEje1jFb8M Rlw5P74LLOo3YbZkbd+2Ow== /in/edgar/work/20000620/0001090002-00-000231/0001090002-00-000231.txt : 20000920 0001090002-00-000231.hdr.sgml : 20000920 ACCESSION NUMBER: 0001090002-00-000231 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000619 EFFECTIVENESS DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPCO ENERGY INC CENTRAL INDEX KEY: 0000354767 STANDARD INDUSTRIAL CLASSIFICATION: [1311 ] IRS NUMBER: 840846529 STATE OF INCORPORATION: CO FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39668 FILM NUMBER: 657451 BUSINESS ADDRESS: STREET 1: 2922 EAST CHAPMAN AVENUE STREET 2: SUITE 202 CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7142888230 MAIL ADDRESS: STREET 1: 216 16TH ST STE 730 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: ALFA RESOURCES INC DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 16, 2000 Reg. No. 333-_______ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAPCO ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Colorado 84-0846529 (State or Other Jurisdiction of (IRS Employer ID No.) Incorporation or Organization) 2922 E. Chapman, Ste. 202 Orange, California 92869 (Address of Principal Executive Offices) BUSINESS CONSULTING CONTRACTS (Full Title of the Plans) Dennis R. Staal Chief Financial Officer 2922 E. Chapman, Ste. 202 Orange, California 92869 (Name and Address of Agent for Service) (714) 288-8230 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Amount of Securities to Amount to be Offering Price Aggregate Registration be Registered Registered Per Share Offering Price Fee (1) - ------------------------------------------------------------------------------- Options/Common 500,000 $1.00 $500,000.00 $132.00 Stock Options/Common 500,000 $1.50 $750,000.00 $198.00 Stock Common Stock 35,000 $1.00 $35,000.00 $9.24 - ------------------------------------------------------------------------------- Total 1,035,000 N/A $1,285,000.00 $339.24 - ------------------------------------------------------------------------------- (1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. Plan Information.* ITEM 2. Registrant Information and Employee Plan Annual Information.* - ------------ * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. The following documents previously filed by Capco Energy, Inc. (formerly Alfa Resources, Inc.) (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's annual report on Form 10-KSB for the fiscal year ended May 31, 1999; (b) All other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the report described in (a) above; (c) The Company's Registration Statement number 2-73529 in which there is described the terms, rights and provisions applicable to the Company's outstanding Common Stock, and all amendments and reports filed for the purpose of updating that description; and (d) All documents subsequently filed by the Company pursuant to Sections 13 (a), 13 (c), 14 and 15 (d) of the Securities and Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents. ITEM 4. Description of Securities. Not applicable. ITEM 5. Interests of Named Experts and Counsel. Not applicable. 3 ITEM 6. Indemnification of Directors and Officers. Section 7-109-101, et seq., of the Colorado Business Corporation Act generally provides that a Corporation may indemnify its directors, officers, employees, fiduciaries and agents against liabilities and reasonable expenses incurred in connection with any threatened, pending, or completed action, suit or proceeding, whether formal or informal (a "Proceeding"), by reason of being or having been a director, officer, employee, fiduciary or agent of the corporation, if such person acted in good faith and reasonably believed that his conduct, in his official capacity, was in the best interests of the corporation, and in all other cases his conduct was at least not opposed to the corporation's best interests. In the case of a criminal proceeding, the director, officer, employee, fiduciary or agent must have no reasonable cause to believe his conduct was unlawful. Under Colorado Law, the corporation may not indemnify a director, officer, employee, fiduciary or agent in connection with a Proceeding by or in the right of the corporation if the director is adjudged liable to the corporation, or in a Proceeding in which the director, officer, employee or agent is adjudged liable for an improper personal benefit. The Company's Article of Incorporation and By-Laws provide that the Company shall indemnify its officers and directors to the full extent permitted by the law. The indemnification provisions in the Company's By-Laws are substantially similar to the provisions of Section 7-109-101, et seq. The Company has entered into agreements to provide indemnification for the Company's directors and certain officers consistent with the Company's Articles of Incorporation and By-Laws. ITEM 7. Exemption from Registration Claimed. Not applicable. 4 ITEM 8. Exhibits. Exhibit Number Title - ------ ----- 4.1 Articles of Incorporation of the Company (filed as Exhibit 4 to the Company's Registration Statement number 2-73529, and all amendments and reports filed for the purpose of updating the description of the Articles of Incorporation). 4.2 By-Laws of the Company (filed as Exhibit 5 to the Company's Registration Statement number 2-73529, and all amendments and reports filed for the purpose of updating the description of the By-Laws). 5 Opinion of White & Case LLP, as to the validity of the securities registered hereunder. 10.1 Business Consulting Contract with Marquette Ventures LLC 10.2 Amendment to Business Consulting Contract with Marquette Ventures LLC 10.3 Payment for services agreement with Walton C. Vance 10.4 Payment for services agreement with John R. Aitken 23.1 Consent of White & Case LLP (set forth in the opinion filed as Exhibit 5 to this Registration Statement). 23.2 Consent of Glenn, Burdette, Phillips & Bryson, Certified Public Accountants. 23.3 Consent of William G. Lajoie, P.C. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (A) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10 (a) (3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; 5 (iii) to include any additional or changed material information on the plan of distribution; provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement related to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (C) The undersigned Registrant hereby undertakes that, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this registration statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, in the city of Orange, State of California on May 17, 2000. CAPCO ENERGY INC. /s/ Ilyas M. Chaudhary By:------------------------- Ilyas M Chaudhary President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates indicated. Signatures Title Date ---------- ----- ---- /s/ Ilyas Chaudhary Chairman of the Board, June 15, 2000 - -------------------- President and Chief Ilyas Chaudhary Executive Officer (Principal Executive Officer) /s/ Dennis R. Staal Chief Financial Officer June 15, 2000 - -------------------- (Principal Financial and Dennis R. Staal Accounting Officer) /s/ Irwin M. Kaufman Director June 15, 2000 - -------------------- Irwin M. Kaufman /s/ William J. Hickey Director June 15, 2000 - --------------------- William J. Hickey 7 EXHIBIT INDEX The following Exhibits are filed as part of this registration statement pursuant to Item 601 of Regulation S-B and are specifically incorporated herein by this reference: Exhibit Number In Registration Statement Description - --------------- ------------------------------- 4.1 Articles of Incorporation of the Company (filed as Exhibit 4 to the Company's Registration Statement number 2-73529, and all amendments and reports filed for the purpose of updating the description of the Articles of Incorporation). 4.2 By-Laws of the Company (filed as Exhibit 5 to the Company's Registration Statement number 2-73529, and all amendments and reports filed for the purpose of updating the description of the By-Laws). 5 Opinion of White & Case LLP, as to the validity of the securities registered hereunder. 10.1 Business Consulting Contract with Marquette Ventures LLC 10.2 Amendment to Business Consulting Contract with Marquette Ventures LLC 10.3 Payment for services agreement with Walton C. Vance 10.4 Payment for services agreement with John R. Aitken 23.1 Consent of White & Case LLP (set forth in the opinion filed as Exhibit 5 to this Registration Statement). 23.2 Consent of Glenn, Burdette, Phillips & Bryson, Certified Public Accountants. 23.3 Consent of William G. Lajoie, P.C. EX-5 2 0002.txt OPINION OF WHITE & CASE LLP EXHIBIT 5 WHITE & CASE LLP 633 FIFTH STREET LOS ANGELES, CA 90071 TELEPHONE: (213) 620-7700 FACSIMILE: (213) 687-0758 June 12, 2000 Capco Energy, Inc. 2922 E. Chapman, Ste.202 Orange, CA 92869 RE: Capco Energy, Inc. Registration Statement on Form S-8 Ladies & Gentlemen: We have acted as counsel to Capco Energy, Inc., a Colorado corporation (the "Company"), and are familiar with the proceedings and documents relating to the proposed registration by the Company, through a Registration Statement on Form S-8 (the "Registration Statement"), to be filed by the Company with the Securities and Exchange Commission, of (i) options to acquire 1,000,000 shares of Common Stock of the Company (the "Options") and (ii) 35,000 shares of Common Stock of the Company (collectively, the "Shares"). The Options and the Shares are to be issued to Walton C. Vance, John R. Aitken and Thomas D. Herstad pursuant to Business Consulting Contracts (as amended through the date hereof) between the Company and Marquette Ventures LLC. For the purposes of rendering this opinion, we have examined originals or photostatic copies of certified copies of such corporate records, agreements and other documents of the Company as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In our examination, we have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. Our examination was limited to the following documents and no others: 1. Certificate of Incorporation of the Company, as amended to date; 2. By-Laws of the Company, as amended to date; 3. Resolutions adopted by the Board of Directors of the Company authorizing the Agreements and the issuance of the Shares; and 4. The Business Consulting Contracts described above. We have not undertaken, nor do we intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of such documents and records. Based on the foregoing, we are of the opinion that the Shares, when issued and paid for, will be duly authorized, validly issued, fully paid and nonassessable. We are members of the Bar of the State of California. We are not members of the Bar of the State of Colorado. The opinion set forth herein is based upon our review of Section 7-106-202 of Title 7 of the Colorado Revised Statutes as now in effect. We express no opinion as to any other laws of the State of Colorado or the laws of any other jurisdiction. The information set forth herein is as of the date of this letter. We disclaim any undertaking to advise you of changes which may be brought to our attention after the effective date of the Registration Statement. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ White & Case LLP EX-10.1 3 0003.txt BUSINESS CONSULTING CONTRACT EXHIBIT 10.1 BUSINESS CONSULTING CONTRACT This contract, dated January 31, 2000, is made By and Between Capco Energy Inc., a Colorado Corporation ("Capco"), whose address is Orange, CA, AND Marquette Ventures LLC, a California LLC ("Marquette"), whose address is Dana Point, CA. WHEREAS, Capco desires to retain the consulting services of Marquette; and WHEREAS, Marquette desires to provide such consulting services, on the terms and conditions herein set forth; NOW THEREFORE, Capco and Marquette agree as follows: 1. Consulting Services. Capco hereby contracts with Marquette to perform the following consulting services in accordance with the terms and conditions set forth in this contract: o Manage and direct financial public relations, including providing liaison with brokerage firms and other Financial Institutions. o Maintaining the current Corporate Profile for Capco Energy Inc. and it's various subsidiaries, and disseminating the information to Investment Bankers and other financial entities. o Provide advice and counsel with respect to corporate acquisitions. o Provide advisory services for financial requirements for Capco's proposed Secondary Offering. With respect to the foregoing, it is specifically understood and agreed that Marquette will not provide any services of any kind whatsoever in connection with the offer or sale of securities in a capital raising transaction, and will not, directly or indirectly, promote or maintain a market for Capco's securities. 2. Terms of Contract. This contract will begin on January 31, 2000 and will end January 30, 2001. Capco may terminate this contract, with or without cause, at any time upon 30 days' written notice to Marquette. Marquette may terminate this contract at any time upon 30 days' written notice to Capco. 3. Time Devoted by Marquette. It is anticipated Marquette will devote as much time as necessary to provide the consulting services described in Paragraph 1. The actual amount of such time may vary from day to day or week to week. 4. Place Where Services Will Be Rendered. Marquette will render their services under this contract from their principal office located in Orange County, CA. In addition Marquette will perform services on the telephone and at such other places necessary to perform these services in accordance with this contract. 5. Payment to Marquette. Upon execution of this contract, Capco will provide Marquette with the following compensation package for services provided in accordance with this contract: o Capco will pay a consulting fee of $ 5,000 per month for a period of six (6) months (in addition to approved Reimbursement of Expenses mentioned in Paragraph 6). o Capco will file a Form S-8 Registration Statement with the SEC and issue to the members of Marquette, being John Aitken and Thomas Herstad, options to purchase Common Stock in Capco Energy Inc. in the following amounts: 1. 1,000,000 Shares @ an exercise price of $1.00. 2. 1,000,000 Shares @ an exercise price of $1.50. These options are exercisable at any time by the members of Marquette, being John Aitken and Thomas Herstad, after February 1, 2000, and in force for a period of one year. 6. Reimbursement of Expenses. Marquette may incur reasonable expenses for the account of Capco in the normal course of business, including, but not limited to, expenses for the rental and maintenance of an office, office equipment required to provide services under this contract, travel, entertainment and any other reasonable items. Capco shall reimburse Marquette for all business expenses within ten (10) business days after Marquette presents an itemized account of expenditures. In this connection, Capco has agreed to advance $ 10,000 to Marquette against initial expenses to be incurred on behalf of Capco by Marquette. 7. Confidential Information. Marquette agrees that any proprietary information received by Marquette from Capco during the performance of Marquette's obligations pursuant to this contract, which concerns the business, financial or other affairs of Capco will be treated by Marquette in full confidence and will not be revealed to any other persons, firms or organizations, unless necessary in furtherance of Marquette's duties under this contract. 8. Settlement by Arbitration. Any claim or controversy that arises out of or relates to this contract, or the breach of it, shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any competent court. 9. Termination of Prior Contracts. This contract shall be deemed to cancel and replace the following two (2) "Business Consultant Agreements." Capco executed agreements with John R. Aitken, dated August 1999, and Thomas D. Herstad, dated November 1999. Aitken and Herstad agree to simultaneously cancel and replace these existing agreements in favor of this contract between Capco and Marquette provided the following conditions are met: o Full payment within 60 days of outstanding cash payments in arrears to each Consultant. These totals are $20,000 and $6,000 to Messrs. Aitken and Herstad respectively. o Full reimbursement for unreimbursed expenses up to and including January 31, 2000 for both Messrs. Aitken and Herstad. o Issuance of 20,000 shares of Common Stock of Capco Energy Inc. fully paid and non-assessable to Mr. Herstad 10. Signatures. Both Capco and Marquette agree to the above contract, as evidenced by their signatures below. /s/ Ilyas Chaudhary - ------------------------------- Ilyas Chaudhary Chief Executive Officer Capco Energy Inc. /s/ Thomas D. Herstad /s/ John R. Aitken - ------------------------------- -------------------------- Thomas D. Herstad John R. Aitken President Chief Financial Officer Marquette Ventures LLC Marquette Ventures LLC EX-10.2 4 0004.txt AMENDMENT TO BUSINESS CONSULTING CONTRACT EXHIBIT 10.2 AMENDMENT TO BUSINESS CONSULTING CONTRACT This AMENDMENT TO THE BUSINESS CONSULTING CONTRACT dated as of April 26, 2000 (the "AMENDMENT"), is entered into between CAPCO ENERGY INC. ("CAPCO") and MARQUETTE VENTURES LLC ("MARQUETTE"). Capco and Marquette are parties to that certain Business Consulting Contract dated as of January 31, 2000 (the "CONSULTING CONTRACT"). Capco has requested modifications to the Consulting Contract, and Capco and Marquette desire to enter into this Amendment to evidence such modifications. In consideration of the premises, Capco and Marquette hereby agree as follows: 1. AMENDMENTS TO CONSULTING CONTRACT. (a) Section 1 of the Consulting Contract is hereby amended by retaining such section in its entirety and inserting at the end the following: "It is expressly noted that John Aitken shall provide advisory services to Capco and its affiliates on an as needed basis." (b) Section 2 of the Consulting Contract is hereby amended by deleting such section in its entirety and substituting in its place the following: "2. Terms of Contract. This contract will begin on May 1, 2000 and will end on April 30, 2001. Capco may terminate this contract, with or without cause, at any time upon 30 days' written notice to Marquette. Provided in the event that this contract is terminated by Capco, any unexercised options on the date of such early termination shall be reduced pro-rata using a six (6) and twelve (12) month basis respectively. Marquette may terminate this contract at any time upon 30 days' written notice to Capco. Provided in the event that this contract is terminated by Marquette, any unexercised options shall be forfeited." (c) Section 5 of the Consulting Contract is hereby amended by deleting such section in its entirety and substituting in its place the following: "5. Payment to Marquette. Upon execution of this contract, Capco will provide Marquette with the following compensation package for services provided in accordance with this contract: o Capco will reimburse Marquette $10,324.34 for expenses already incurred on Capco's behalf. $5,324.34 is due and payable upon execution of this contract. The remaining $5,000.00 is due and payable on or before May 5, 2000. o Capco will pay a consulting fee of $15,000. In lieu of cash, this payment may be made by exercising the first 15,000 options as described below. o Capco will file a Form S-8 Registration Statement with the SEC by May 15, 2000 and issue to the members of Marquette, being John Aitken and Thomas Herstad, options to purchase Common Stock in Capco Energy Inc. in the following amounts: 1. 500,000 shares @ an exercise price of $1.00 o These options are exercisable at any time by the members of Marquette, being John Aitken and Thomas Herstad, after May 1, 2000, and in force for a period of six (6) months. 2. 500,000 shares @ an exercise price of $1.50 o These options are exercisable at any time by the members of Marquette, being John Aitken and Thomas Herstad, after May 1, 2000, and in force for a period of one (1) year." (d) Section 6 of the Consulting Contract ("Reimbursement of Expenses") is hereby amended by deleting such section in its entirety. (e) Section 9 of the Consulting Contract ("Termination of Prior Contracts") is hereby amended by deleting such section in its entirety. 2. NO FURTHER AMENDMENTS. Except as expressly modified by this Amendment, all of the terms and conditions of the Consulting Contract shall remain unchanged and in full force and effect. 3. EFFECTIVENESS. This Amendment shall become binding and effective upon execution by Capco and Marquette. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. MARQUETTE VENTURES LLC /s/ Thomas Herstad By: --------------------- Thomas Herstad President CAPCO ENERGY INC. /s/ Ilyas Chaudhary By: --------------------- Ilyas Chaudhary Chief Executive Officer EX-10.3 5 0005.txt PAYMENT FOR SERVICES AGREEMENT WITH WALTON VANCE EXHIBIT 10.3 Walton C. Vance 21141 Canada Road, Apartment 18-C Lake Forest, CA 92630 949/587-9433 waltonv@hotmail.com April 30, 2000 Ilyas Chaudhary, Chairman Capco Energy, Inc. 2922 East Chapman Avenue, Suite 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 January 3 to April 14, 2000, is as follows: The amount of $20,280.00 (statement attached) to be paid in three installments of $5,000.00 each, the first of which is to be paid on May 2, 2000 and the next two installments on May 25, 2000 and June 26, 2000, respectively; and one final installment of $5,280.00 on July 25, 2000. Issuance of 10,000 shares of registered, fully-paid, nonassessable common stock of Capco Energy, Inc. Registration of such shares will take place as soon as practicable. Please indicate confirmation of this arrangement by signing this letter in the space provided below and returning it to my attention. Sincerely, /s/ Walton C. Vance Walton C. Vance Agreed and accepted: /s/ Dennis R. Staal 5-2-00 - ------------------- ---------------- (name and title) (date) EX-10.4 6 0006.txt PAYMENT FOR SERVICES AGREEMENT WITH JOHN R. AITKEN 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 EX-23.2 7 0007.txt CONSENT OF GLENN, BURDETTE, PHILLIPS & BRYSON EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 (File No. 000-10157) of our report dated August 27, 1999, on our audit of the financial statements of Capco Energy, Inc. (formerly Alfa Resources Inc.) as of May 31, 1999 and for the year then ended. /s/ GLENN, BURDETTE, PHILLIPS & BRYSON San Luis Obispo California May 17, 2000 EX-23.3 8 0008.txt CONSENT OF WILLIAM G. LAJOIE, P.C. EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated July 30, 1998, on our audit of the financial statements of Capco Energy, Inc. (formerly Alfa Resources Inc.) as of May 31, 1998 and for the year then ended. /s/ WILLIAM G. LAJOIE, P.C. Littleton Colorado May 17, 2000 -----END PRIVACY-ENHANCED MESSAGE-----