Exhibit 10.2

                            Stock Exchange Agreement

This Agreement ("Agreement") made this first day of December 1999 by and between
Capco  Energy  Inc.,   ("Capco")  and  Danyal  Chaudhary   Foundation   ("DCF"),
collectively referred to as Parties.

Whereas DCF owns six (6) million shares Capco Resource  Corporation,  a Delaware
Corporation, ("CRC") common stock ("CRC Stock").

Whereas  Capco is interested to acquire CRC Stock from DCF and DCF is interested
to exchange its CRC Stock for Capco common stock ("Capco Stock").

Whereas the Parties have performed  their own necessary due diligence  regarding
this transaction and the two stocks which are the subject of this transaction.

Now, Therefore, in consideration of the above recitals, which are a part of this
Agreement,  and  of the  mutual  agreements,  provisions  and  covenants  herein
contained, the parties hereby agree as follows:

1.   DCF shall  receive seven (7) shares of Capco Stock of each eight (8) shares
     of  CRC  Stock  resulting  in  five  million,  two  hundred-fifty  thousand
     (5,250,000) shares of Capco Stock.

2.   On or before  December 31,  1999,  Capco  management  shall have the proper
     authority and permissions, as required and necessary, from its shareholders
     and/or board of directors, to enter into this transaction.

3.   On or before  December  31,  1999,  DCF  management  shall  have the proper
     authority and permissions, as required and necessary, from its shareholders
     and/or board of directors, to enter into this transaction.

4.   On or  before  December  31,  1999 DCF will  deliver  to  Capco  its  stock
     certificate(s) representing six million shares of CRC stock.

5.   On or before  December  31,  1999,  Capco shall issue  instructions  to its
     transfer  agent for issuance of five million,  two  hundred-fifty  thousand
     (5,250,000) shares of Capco stock to DCF or its assignee(s) to be delivered
     no later than January 31, 1999.

6.   On or before April 30, 2000 or as soon as reasonably possible,  Capco shall
     cause  the  Capco  Stock  to be  fully  and  properly  registered  with the
     Securities  and Exchange  Commission and the stock shall be free of any and
     all restrictions.

7.   This  Agreement  and any  provision  hereof,  may not be  waived,  changed,
     modified,  or discharged  orally, but it can be changed by any agreement in
     writing signed by the parties.

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8. Time is of the essence regarding this Agreement.

9.   This Agreement is the entire Agreement between parties herein.  Any changes
     to this  Agreement  shall be in a  written  form and  accepted  by  parties
     hereto.

10.  The law of the state of California shall govern this Agreement.

11.  All  notices,  requests,  demands,  and  other  communications  under  this
     Agreement  shall be in writing  and shall be deemed to have been duly given
     on the date of service if served  personally on the party to whom notice is
     to be given,  or on the third day after  mailing  if mailed to the party to
     whom notice is to b e given, by first class mail,  registered or certified,
     postage prepaid, and properly addressed as follows:

        To DCF:                                   To Capco:

          10441 Villa Del Cerro                   2922 Chapman Avenue, # 202
          Santa Ana, CA 92705                     Orange, California 93869
          Attn:  Faisal Chaudhary                 Attn:  Imran Jattala

12.  This  Agreement  shall inure to the benefit of the parties hereto and their
     heir, executors, personal representatives, successors and assigns.

13.  Both parties agree that this document  shall be binding upon parties hereto
     if executed in a Facsimile  Form, and that a fully executed  original shall
     be made available within 2 days of signing this Agreement.


         AGREED TO AND ACCEPTED as of the date first above written.


Capco Energy, Inc.                                Danyal Chaudhary Foundation


/s/ Imran Jattala                                 /s/ Faisal Chaudhary
---------------------------------------           ---------------------------
By: Imran Jattala                                    By: Faisal Chaudhary
Executive Vice President                                    Trustee