8-K

                             UNITED STATES                         
                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                                FORM 8-K

                             CURRENT REPORT


                Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)  December 30, 1998


                           METEOR INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)


        Colorado                   0-27968                84-1236619
(State or other jurisdiction     (Commission            (IRS Employer
of incorporation)                File Number)           identification No.) 


216 Sixteenth Street, Suite 730, Denver, Colorado       80202
(Address of principal executive offices)               (Zip Code) 


Registrant's telephone number, including area code  (303) 572-1135


(Former name or former address, if changed since last report)


ITEM 1.  CHANGES IN CONTROL OF REGISTRANT


     The information presented in this Item 1 describes a possible change in 
control of the registrant.  

     The registrant ("Meteor") has received a copy of a document captioned 
"Term Sheet" and dated December 30, 1998, between Nevada Manhattan Mining 
Incorporated (also known as Nevada Manhattan Group, Inc.) ("Nevada") and 
Capco 
Acquisub, Inc. ("Capco").  A copy of the Term Sheet is attached hereto as 
Exhibit 10.1.  

     Under the transaction described in the Term Sheet, Capco has agreed to 
sell to Nevada 1,212,000 shares of the common stock of the registrant (the 
"Shares") and has agreed to deliver to Nevada an additional 518,000 shares on 
or before January 14, 1999.  The consideration for the sale is $12,110,000 to 
be paid as follows:  $500,000 on December 30, 1998, $1,000,000 by March 16, 
1999 and $530,500 per quarter until paid starting June 30, 1999.  In 
addition, 
interest will be paid quarterly at the rate of 11% per annum on the balance 
owed. 

     The 1,212,000 Shares represents 35% of Meteor's outstanding shares.  
When 
combined with the additional 518,000 shares, the total will represent 
slightly 
more than a majority of Meteor's outstanding shares.  

     To the knowledge of management, Capco currently owns a total of 
1,240,000 
shares of Meteor's common stock. 

     The $500,000 down payment was paid in cash by Nevada to Capco.  

     As additional consideration, Nevada agreed to grant Capco the option to 
purchase from Nevada Manhattan from time to time prior to January 1, 2002, 
15,000,000 shares of common stock of Nevada Manhattan at the exercise price 
of 
thirty-three and one-half cents and 2,000,000 shares of common stock at the 
exercise price of sixty-five cents per share. 

     In connection with the transaction described above, Meteor's Board of 
Directors agreed to give conditional consent to the transfer of the Shares 
which are currently subject to a lock-up agreement between Capco and Meteor.  
A copy of the lock-up agreement is attached hereto as Exhibit 10.2.  

     Meteor's consent is subject to the following conditions: 

     (1)     The Shares shall remain subject to the existing lock-up and 
Nevada shall abide by all of the terms thereof. 

     (2)     Meteor shall have the right to reverse the transfer if by 
January 
29, 1999, Meteor's Board reasonably determines that on the basis of a 
forthcoming due diligence review that one or more officers, directors, 
principal shareholders or optionholders of Nevada shall have been convicted 
of, or is currently under prosecution for, any felony or any misdemeanor 
     2



involving fraud, or shall have entered into a consent decree with the U.S. 
Securities and Exchange Commission (except what is disclosed in the current 
form 10-K) or shall have been subjected to a civil judgment involving fraud 
or 
shall have committed an act of moral turpitude (collectively, the "Reversal 
Conditions"). 

     (3)     Meteor shall receive 200,000 shares of Nevada common stock. 

     Also in connection with the transaction described above, Meteor's Board 
of Directors expanded the size of the Board from five to seven members.  The 
Board of Directors resolved that, subject to the above transaction moving 
forward and not being reversed, Meteor would fill the two vacancies created by 
the expansion with two qualified Board members to be nominated by Nevada. 

     In addition, Nevada has agreed to vote for the full slate of seven 
directors (including the five existing Meteor directors) until such time as 
the current Board members approve and implement a fuel contract (estimated to 
add up to $5,000,000 in annual operating income to Meteor) or approve and 
implement such other transaction or opportunity which the existing Board 
members reasonably believe would substantially benefit Meteor's 
shareholders.  

     Also, Meteor has the right to remove the members nominated by Nevada if 
within the next thirty days the Board reasonably determines on the basis of a 
forthcoming due diligence review that one or more of the Reversal Conditions 
has been met.

     3



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)     Financial Statements of Business Acquired

     [none]

     (b)     Pro Forma Financial Information

     [none]

     (c)Exhibits

          The Company hereby files the following exhibits:

          (10.1)     Term Sheet, dated December 30, 1998.

          (10.2)     Lock-up Agreement, dated June 24, 1998.

     4



SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                   METEOR INDUSTRIES, INC.
                                   By: /s/Edward J. Names, President
                                   Dated:  January 7, 1998

     5

EX-10

Exhibit 10.1

                         METEOR INDUSTRIES, INC.
                  Nevada Manhattan Mining Incorporated

                             Term Sheet
                          December 30, 1998

Company:     METEOR INDUSTRIES, INC. ("Company"), a Colorado corporation.

Purchaser:   NEVADA MANHATTAN MINING INCORPORATED, a Nevada corporation 
("NM").

Stockholder: CAPCO ACQUISUB, INC., a Colorado corporation ("Stockholder").

Transaction: 

For the consideration and on the terms and conditions described below, NM 
hereby purchases from Stockholder, and Stockholder hereby sells to NM, One 
Million Two Hundred Twelve Thousand (1,212,000) shares of the restricted 
voting common stock of the Company (the "Initial Shares").

In addition, for the consideration and on the terms and conditions described
below, on or before January 14, 1999, Stockholder shall sell to NM an
additional Five Hundred Eighteen Thousand (518,000) shares of Company
common stock (the "Additional Shares", and, together with the Initial Shams,
the "Shares").

If Stockholder fails to deliver the Additional Shares in accordance with the
paragraph immediately above, NM may, as liquidated damages for loss of a
bargain and not as a penalty, in lieu of exercising its other rights 
respecting such Additional Shares under this Term Sheet, if it shall so 
elect, 
either (i)demand that Stockholder pay NM, and Stockholder shall pay NM, Five
Hundred Thousand Dollars ($500,000) within 45 days or may (ii) by notice
to Stockholder reduce the Initial Consideration (defined below) payable
hereunder by Five Hundred Thousand Dollars ($500,000).

Consideration:

In the transaction contemplated by this Term Sheet (the "Transaction") NM
shall pay to the Stockholder the purchase price of $7.00 per Share, for a 
total purchase price for (A) the Initial Shares, Eight Million Four Hundred 
Eighty Four Thousand Dollars ($8,484,000) (the "Initial Consideration"), and 
(B) the Additional Shares, Three Million Six Hundred Twenty Six Thousand 
Dollars ($3,626,000) (the "Additional Consideration", and, together with the 
Initial Consideration, the "Consideration") as follows: (i) Five Hundred 
Thousand Dollars ($500,000) on the date hereof, (ii) One Million Dollars 
($1,000,000) 

     1




by March 16, 1999, and (iii) on each March 31, June 30, September 30 and
December 31 following March 31, 1999, NM shall pay to Stockholder, Five
Hundred Thirty Thousand Five Hundred Dollars ($530,500) until the
Consideration shall have been paid in full; provided, however, that if the
Additional Shares are not sold to NM as contemplated above, the total
amount of Consideration shall be the amount of the Initial Consideration as
reduced by NM pursuant to its liquidated damages rights as provided above,
and the amount of each installment of Consideration payable hereunder shall
be ratably reduced.

Interest:

In addition to the installments of Consideration to be paid by NM as provided
above, NM shall pay interest on any amount of the balance of the
Consideration not then paid at the rate of eleven percent (11%) per annum,
assuming a 365 day year, from the date hereof until the Consideration shall
have been paid in full. On any date an installment of Consideration shall be
paid or payable as provided above, all amounts of interest accrued and unpaid
shall be paid together with such installment. All amounts of Consideration
and interest thereon shall be paid in cash by wire transfer to such account of
Stockholder located in the United States as Stockholder shall specify to NM
in writing From time to time.

Representations and Warranties of NM:

NM hereby makes each of the following representations and warranties to
and for the benefit of Stockholder on the date hereof and as of the date of 
any sale of the Additional Shares:
l.  NM is a corporation duly organized, validly existing, and in good
    standing under the laws of Nevada.

2.  NM has full power and authority (including full corporate power and
    authority) to execute and deliver this Term Sheet and to perform its
    obligations hereunder. This Term Sheet constitutes the valid and
    legally binding obligation of NM, enforceable in accordance with its
    terms and conditions. NM need not give any notice to, make any
    filing with, or obtain any authorization, consent, or approval of any
    government or governmental agency in order to consummate the
    transactions contemplated by this Term Sheet.

3.  Neither the execution and the delivery of this Term Sheet, nor the
    consummation of the transactions contemplated hereby, will (A)

     2


    violate any constitution, statute, regulation, rule, injunction,
    judgement, order, decree, ruling, charge, or other restriction of any
    government, governmental agency, or court to which NM is subject
    or any provision of its charier or bylaws or (B) conflict with, result in
    a breach of, constitute a default under, result in the acceleration of,
    create in any party the right to accelerate, terminate, modify, or
    cancel, or require any notice under any agreement, contract, lease,
    license, instrument, or other arrangement to which NM is a party or
    by which it is bound or to which any of its assets is subject.

4.  NM has no liability or obligation to pay any fees or commissions to
    any broker, finder, or agent with respect to the transactions
    contemplated by this Term Sheet for which Stockholder could
    become liable or obligated.

5.  NM is not acquiring the Shares with a view to or for sale in
    connection with any distribution thereof within the meaning of the
    Securities Act of 1933, as amended (the "Securities Act").

Representations and Warranties of Stockholder:

Stockholder hereby makes the representations and warranties appearing on
Exhibit A hereto to and for the benefit of NM on the date hereof and as of the
date of any sale of the Additional Shares.

Grant of Option:

NM hereby grants to Stockholder the option to purchase from NM from time
to time prior to January l, 2002 (the "Option Termination Date"), (i)
15,000,000 shares of common stock of NM at the exercise price of thirty-
three and one-half cents ($0.335) per share, and (ii) 2,000,000 shares of
common stock of NM at the exercise price of sixty-five cents ($.65) per
share (the "Options"). Each Option and its exercise price shall be ratably
adjusted for any stock split, reverse stock split or share dividend which
becomes effective after the date hereof and before the Option Termination
Date. Each Option may be assigned by Stockholder, and thereafter shall be
nonassignable.

NV Board Representation:

NM hereby agrees (A) promptly to cause one individual nominated by
Stockholder to be appointed as a member of the NM Board or Directors, and
(B) to cause one individual nominated by Stockholder to be included in each

   3



management slate of individuals proposed by NM to be elected as members
of the NM Board after the date hereof and prior to the Option Termination
Date. If at any time the aggregate number of shares of NM stock held by
Stockholder and purchasable by Stockholder under the Option shall be less
than Seven Million Five Hundred Thousand (7,500,00) shares, Stockholder's
rights under this paragraph shall cease and terminate.

Expenses:

Each Party shall bear such Party's own costs and expenses arising out of or
relating to the Transaction (including such Party's own attorneys fees and
expenses).

Assurances:

The Parties hereby agree to execute and deliver all documents and
instruments, and take such action as may be required, in order to effectuate
the terms and conditions set forth in this Term Sheet. (Stockholder shall not
disclose to any third party any information concerning the Transaction (or the
transactions contemplated by the Other Term Sheets) without the prior
written consent of NM.)

Due Diligence:

Anything to the contrary appearing in this Term Sheet notwithstanding, NM
shall have the right to rescind the Transaction by no later than February 15,
1999. Upon any such recission, NM shall return all of the Shares to
Stockholder, and Stockholder shall return to NM all Consideration and any
other consideration received by Stockholder hereunder, and them shall be no
further liability to either party.


     The terms and conditions set forth in this Term Sheet shall be binding 
and enforceable among the Parties. This Term Sheet and all transactions and 
disputes arising out of or related hereto shall be governed by the laws of 
California. The Parties contemplate that the Transaction will be
consummated in accordance with the terms of this Term Sheet, and that this 
Term Sheet will be amended and restated in its entirety in definitive 
documents by February 15, 1999, and the Parties agree to negotiate in good 
faith such definitive documents, which will contain customary 
representations, 
warranties, covenants and conditions as reasonably required by NM. The 
definitive documents shall include, without limitation, a pledge agreement 
providing for a pledge of the Shares by NM to the Stockholder securing NM's 
obligations to pay the Consideration and interest thereon, which pledge 
agreement shall provide, among other things, that (i) the Shares pledged 
thereunder shall be held by a pledge agent reasonably acceptable to the 
parties hereto, and (ii) a ratable portion of the number of Shares pledged 
thereunder shall be released from such pledge upon payment of each 
installment 
of Consideration (together with interest thereon). In the event that final 
definitive documents either are not executed or not agreed upon between the 
Parties, then it is expressly understood and agreed that this Term Sheet 
shall 
be in lieu of any such definitive documents and shall be enforceable in 
accordance with the terms and conditions contained herein, and each Party

     4



shall be deemed to have made such additional representations and warranties 
as 
are consistent with those set forth herein and are reasonably customary in 
transactions involving private purchases of control positions in, and 
restricted stock of, a public company. All claims and disputes arising out
of or related to this Term Sheet shall exclusively be subject to resolution 
by, and in accordance with the commercial rules or, the American Arbitration 
Association by arbitration conducted in Los Angeles, California.  The Parties 
further agree that any arbitrator's order or judgment issued pursuant
hereto may be enforced in any court of competent jurisdiction, and that the 
arbitrators appointed pursuant hereto shall have the right to award specific 
performance. In the event any action is necessary to enforce the rights of 
any 
of the Parties, the prevailing party in any such action shall be
entitled to reasonable attorneys fees in addition to costs, including any 
arbitrators' costs and expenses. In the event there is no prevailing Party, 
each Party to such arbitration shall bear the fees, costs and expenses of the 
arbitrators equally.

     5



This Term Sheet shall become effective upon the execution and delivery hereof 
by each of the Parties, each of the parties to each thereof. All signatures 
may be delivered in counterparts by facsimile or original counterpart. By 
executing and delivering this Term Sheet, (i) NM acknowledges its receipt of 
certificates representing the Initial Shares, and (ii) Stockholder hereby
acknowledges its receipt of $500,000 of Initial Consideration.

AGREED AND ACCEPTED BY:

Purchaser:

NEVADA MANHATTAN MINING INCORPORATED

BY:
    Title:

Stockholder:
CAPCO ACQUISUB, INC.

BY:
    Title:

     6



                                 EXHIBIT A

1.  The Stockholder is duly organized, validly existing, and in good standing 
under the laws of Colorado.

2.  The Stockholder has full power and authority (including full corporate 
power and authority) to execute and deliver this Term Sheet and to perform 
his 
or its obligations hereunder. This Term Sheet constitutes the valid and 
legally binding obligation of the Stockholder, enforceable in accordance with 
its terms and conditions. The Stockholder need not give any notice to, make 
any filing with, or obtain any authorization, consent, or approval of any 
government or governmental agency in order to consummate the transactions 
contemplated by this Term Sheet.

3.  Neither the execution and the delivery or this Term Sheet, nor the 
consummation of the transactions contemplated hereby, will (A) violate any 
constitution, statute, regulation, rule, injunction, judgment, order, decree, 
ruling, charge, or other restriction of any government, governmental agency, 
or court to which the Stockholder is subject or, if the Stockholder is a 
corporation, any provision of its charter or bylaws or (B) conflict with,
result in a breach of, constitute a default under, result in the acceleration 
of, create in any party the right to accelerate, terminate, modify, or 
cancel, 
or require any notice under any agreement, contract, lease, license, 
instrument, or other arrangement to which the Stockholder is a party or by 
which it is bound or to which any of his or its assets is subject.

4.  The Stockholder has no liability or obligation to pay any fees or 
commissions to any broker, finder, or agent with respect to the transactions 
contemplated by this Term Sheet for which NM could become liable or obligated.

5.  The Stockholder holds of record and owns beneficially the Shares which 
Stockholder is selling to NM as of the date this representation is made, free 
and clear of any restrictions on transfer (other than any restrictions under 
the Securities Act and state securities laws and, except that, pursuant to 
the 
terms of an agreement with the Company, a copy of which has been delivered by 
the Stockholder to NM (the "Stockholder Agreement"), the Shares may not be 
sold at a date earlier than December 31, 1999), taxes, security interests, 
options, warrants, purchase rights, contracts, commitments, equities, claims, 
and demands. All restrictions on transfer of the Shares under the Stockholder 
Agreement have been effectively waived with respect to the Transaction, and 
the Transaction will not constitute or cause a breach of the Stockholder 
Agreement. The Stockholder is not a party to any option, warrant, purchase 
right, or other contract or commitment that could require the Stockholder to 
sell, transfer, or otherwise dispose of any capital stock of the Company 
(other than this Term Sheet). The Stockholder is not a party to any voting 
trust,

     7



proxy, or other agreement or understanding with respect to the voting of any 
capital stock of the Company.

6.  The statements and information provided to NM by or on behalf of 
Stockholder in, or in connection with, this Term Sheet (including the 
representations and warranties contained herein and information provided 
relating to NM's due diligence investigation concerning the Transaction) do 
not, and will not, contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make any such 
statements 
or information not misleading.

7.  To the best knowledge of the Stockholder, Company has made all filings 
with the Securities and Exchange Commission ("SEC") that it has been required 
to make under the Securities Act and the Securities Exchange Act 
(collectively 
the "Company Public Reports"). Each of the Company Public Reports, as of its 
respective date (and, with respect to the most recent Company Public Report, 
as of the date hereof) has complied with the Securities Act and the 
Securities 
Exchange Act in all material respects.

8.  To the best knowledge of the Stockholder, except for (i) liabilities 
disclosed in the Company Public Reports, and (ii) liabilities which have 
arisen after January 1, 1998 in the ordinary course of business (none of 
which 
results from, arises out of, relates to, is in the nature of, or was caused 
by 
any breach of contract, breach or warranty, tort, infringement, or violation 
of law), none of Company or any of its subsidiaries has any liability 
(whether 
known or unknown, whether asserted or unasserted, whether absolute or 
contingent, whether accrued or unaccrued, whether liquidated or unliquidated, 
whether arising under environmental law or other applicable law or otherwise, 
and whether due or to become due), including any liability for any taxes, 
which, individually or in the aggregate, would have a material adverse effect 
on Company.

9.  The entire authorized capital stock of Company is as follows: 

Class of Stock    Authorized Number of Shares   Issued and Outstanding
                                                (excluding treasury shares)

Common Stock             10,000,000                    3,458,892

         (ii) Ninety Seven Thousand (97,000) shares of Company capital stock 
are held in the Company's treasury. All of the issued and outstanding shares 
of the Company's capital stock, and all capital stock of each of Company's 
subsidiaries,
     8



have been duly authorized and are validly issued, fully paid, and 
nonassessable.  There are no outstanding or authorized options, warrants, 
purchase rights, subscription rights, conversion rights, exchange rights, or 
other contracts or commitments that could require Company or any of its 
subsidiaries to issue, sell, or otherwise cause to become outstanding any of 
its capital stock except for 350,534 options outstanding under the Employees 
Stock Option Plan. There are no outstanding or authorized stock appreciation, 
phantom stock, profit participation, or similar rights with respect to 
Company 
or any of its subsidiaries except as reported in the Company Public Reports 
except outstanding warrants to purchase 1,372,000 shares of Company common 
stock.

     9



Exhibit 10.2

                              AGREEMENT

       AGREEMENT, made this 24th day of June, 1998, by and among Meteor 
Industries, Inc., a Colorado corporation ( "Purchaser" or the "Company") and 
Capco Acquisub, Inc., a Colorado corporation and its parent corporation Capco 
Resources Ltd. (hereinafter collectively referred to as "Seller").

       WHEREAS, Purchaser desires to acquire up to 533,000 shares of Meteor 
Industries, Inc.'s common stock owned and held by the Seller, (the "Common 
Stock") in exchange for the consideration and upon the terms described herein 
(the "Purchase"); and

       WHEREAS, the Seller desires to sell up to 533,000 shares of Common 
Stock; and 

       WHEREAS, Purchaser and Seller desire to make certain representations, 
warranties, covenants and agreements in connection with the Purchase and also 
desire to prescribe various conditions precedent to the Purchase;

       NOW, THEREFORE, in consideration of the mutual promises, covenants, 
provisions, and representations contained herein, THE PARTIES HERETO AGREE AS 
FOLLOWS:

                            ARTICLE 1

                          THE PURCHASE

        1.1    Sale and Delivery of Common Stock. Subject to all the terms 
and 
conditions of this Agreement, the Seller shall transfer, convey and deliver 
to 
Purchaser at the Closing (as defined in paragraph 1.2 hereof) good, valuable 
and marketable title to the Common Stock, free and clear of all liens, claims 
and encumbrances in exchange for the consideration described in this Article 
1.

        1.2 Closing. The closing of the transaction contemplated herein (the 
"Closing") shall occur at a mutually agreeable time and place, on the 
earliest 
practicable date following the day on which all of the obligations and 
conditions precedent contained herein are complied with. The Closing date is 
anticipated to be July 28, 1998, or a soon thereafter as reasonably 
practicable (the "Closing Date").

       1.3 Purchase Price. Subject to the terms and conditions set forth in 
the Agreement and in reliance on the representations, warranties and 
covenants 
hereinafter set forth, Purchaser shall pay $2,000,000 for 533,000 shares of 
the Common Stock.

       1.4 Payment of Purchase Price. The total Purchase Price shall be paid 
as follows:

         1.  $1,250,000 of the total Purchase Price shall be paid upon 
signing 
this Agreement.

                                    -1-





         2.   $750,000 shall be paid at Closing.

                         ARTICLE 2

          REPRESENTATIONS AND WARRANTIES OF THE SELLER

       As an inducement to the Purchaser to enter into this Agreement, the 
Seller hereby represents and warrants to Purchaser that:

       2.1    Organization. Capco Acquisub, Inc. is a corporation duly 
organized, validly existing, and in good standing under the laws of Colorado, 
has all necessary powers to own its properties and to carry on its business 
as 
now owned and operated by it. Capco Resources Ltd. is a corporation duly 
organized, validly existing and in good standing under the laws of the 
Province of Alberta, Canada, has all necessary powers to own properties and 
to 
carry on its business as now owned and operated.

        2.2 Authority. The Seller has authorized the execution of this 
Agreement and the consummation of the transactions contemplated herein, and 
the Seller has full power and authority to execute, deliver and perform this 
Agreement and this Agreement is a legal, valid and binding obligation of the 
Seller, and is enforceable in accordance with its terms.

       2.3 Ability to Carry Out Obligations. The execution and delivery of 
this Agreement by the Seller and the performance by the Seller of its 
obligations hereunder will not cause, constitute or conflict with or result 
in 
(a) any breach or violation of any of the provisions of or constitute a 
default under any license, indenture, mortgage, charter, instrument, articles 
of incorporation, by-laws, or other agreement or instrument to which the 
Seller is a party, or by which it may be bound, nor will any consents or 
authorizations of any party other than those hereto be required, or
(b) an event that would result in the creation or imposition of any lien, 
charge, or encumbrance on Common Stock.

       2.4 Share Ownership. The Seller holds 1,771,550 shares of the 
Company's 
outstanding Common Stock in the name of Capco Acquisub, Inc. ("Capco"). Such 
shares are owned of record and beneficially by Capco and 1,745,000 of such 
shares are not subject to any claim, lien, encumbrance or pledge. Seller has 
authority to sell, and limit the future sales of such shares (in accordance 
with paragraph 4.3 herein) pursuant to this Agreement. The balance of 26,550 
shares are currently held as collateral for a loan but shall be released 
prior 
to Closing.

       2.5 Other Information. None of the information and documents which 
have 
been furnished or made available by the Seller to Purchaser in connection 
with 
the transactions contemplated by this Agreement is materially false or 
misleading or contains any material misstatement of fact or omits any 
material 
fact necessary to be stated in order to make the statements and information 
therein not misleading.

                                     -2-




                            ARTICLE 3

            REPRESENTATIONS AND WARRANTIES OF PURCHASER

       As an inducement to the Seller to enter into this Agreement, the 
Purchaser represents and warrants to the Seller that:

       3.1 Organization. Purchaser is a corporation duly organized, validly 
existing, and in good standing under the law of Colorado, has all necessary 
corporate powers to own properties and to carry on its business as now owned 
and operated by it, and is duly qualified to do business and is in good 
standing in each of the states were its business requires qualification.

       3.2 Authority. The Board of Directors of Purchaser has authorized the 
execution of this agreement and the transactions contemplated herein, and 
Purchaser has full power and authority to execute, deliver and perform this 
Agreement and this Agreement is the legal, valid and binding obligation of 
Purchaser, and is enforceable in accordance with its terms and conditions.

        3.3 Ability to Carry Out Obligations. Other than as described in the 
attached Exhibit 3.3, the execution and delivery of this Agreement by 
Purchaser and the performance by Purchaser of its obligations hereunder will 
not cause, constitute, or conflict with or result in (a) any breach or 
violation of any of the provisions of or constitute a default under any 
license, indenture, mortgage, charter, instrument, certificate of 
incorporation, bylaw, or other agreement or instrument to which Purchaser is 
a 
party, or by which it may be bound, nor will any consents or authorizations 
of 
any party other than those hereto be required, (b) an event that would permit 
any party to any agreement or instrument to terminate it or to accelerate the 
maturity of any indebtedness or other obligation or Purchaser, or (c) an 
event 
that would result in the creation or imposition of any lien, charge, or 
encumbrance on any asset of Purchaser.

                                ARTICLE 4

                                COVENANTS

       4.1 Transfer of Shares. The Seller agrees that after the date hereof 
and through the Closing, without the Purchaser's consent, the Seller will not 
sell, transfer, mortgage, pledge or otherwise dispose of or encumber all or 
any part of the 1,771,550 shares of Common Stock owned or controlled by 
Seller.

       4.2 Lock Up. Seller hereby agrees not to sell, transfer, mortgage, 
pledge or hypothecate any of its Common Shares for eighteen months after the 
date of Closing. However, if after April 15, 1999, the shares of Meteor 
Industries, Inc.; trade at greater than $7.50 per share, over a two month
period of time, then this lock up requirement shall be terminated. Evidence 
of 
this lock up agreement shall be included in the restrictive legend on all 
remaining 1,238,550 shares of Common Stock owned by Seller. This legend will 
read substantially as follow:

                                   -3-



"The transfer of the shares represented by this certificate is subject to 
certain lock-up provisions contained in an agreement between Meteor 
Industries, Inc., and Capco Acquisub, Inc., dated June 24, 1998. A copy of 
this agreement is on file with Meteor Industries, Inc., and is available for 
inspection by anyone wishing to purchase, purchasing or otherwise acquiring 
an 
interest in any of the shares represented by this certificate."

       4.3 Representations and Warranties. Through the Closing Date, each of 
the parties shall refrain from taking any action which would render any of 
its 
representations or warranties in this Agreement inaccurate as of the Closing 
Date.

                                 ARTICLE 5

              CONDITIONS PRECEDENT TO PURCHASER'S PERFORMANCE

        5.1    Conditions. Purchaser's obligations hereunder shall be subject 
to the satisfaction, at or before the Closing, of all the conditions set 
forth 
in this Article 5. Purchaser may waive any or all of these conditions in 
whole 
or in part without prior notice; so long as such waiver is in writing; and 
provided, however, that no such waiver of a condition shall constitute a 
waiver by Purchaser of any other condition or any of Purchaser's other rights 
or remedies, at law or in equity.

        5.2 Accuracy Of Representations. Except as otherwise permitted by 
this 
Agreement, all representations and warranties by the Seller in this Agreement 
or in any written statement that shall be delivered to Purchaser by the 
Seller 
under this Agreement shall be true and accurate when made and on and as of 
the 
Closing Date with the same force and effect as if made at the Closing.

        5.3 Performance. Purchaser shall be reasonably satisfied that the 
Seller shall have performed, satisfied, and complied with all covenants, 
agreements, and conditions required by this Agreement to be performed or 
complied with by it, on or before the Closing Date.

       5.4 Absence of Litigation. No action, suit, or proceeding before any 
court or any governmental body or authority, pertaining to the transaction 
contemplated by this Agreement or to its consummation, shall have been 
instituted or threatened against any party hereto on or before the Closing 
Date.

       5.5 Private Placement. Purchaser shall have closed a private placement 
of notes and warrants with Westport Resources Investment Services, Inc. on 
the 
terms described in the Letter of Intent attached hereto as Exhibit 5.5.

       5.6 Officer's Certificate. The Seller shall have delivered to 
Purchaser 
a certificate, dated the Closing Date, and signed by the President of the 
Company, certifying that each of the conditions and covenants in this 
Agreement has been fulfilled.

                                    -4-



                                 ARTICLE 6

             CONDITIONS PRECEDENT TO THE SELLER'S PERFORMANCE

        6.1 Conditions. The Seller's obligations hereunder shall be subject 
to 
the satisfaction, at or before the Closing, of all the conditions set forth 
in 
this Article 6. The Seller may waive any or all of these conditions in whole 
or in part without prior notice; so long as such waiver is in writing; and 
provided, however, that no such waiver of a condition shall constitute a 
waiver by the Seller of any other condition of or any of the Seller's rights 
or 
remedies, at law or in equity.

        6.2 Accuracy Of Representations. Except as otherwise permitted by 
this 
Agreement, all representations and warranties by Purchaser in this Agreement 
or in any written statement that shall be delivered to the Seller by 
Purchaser 
under this Agreement shall be true and accurate on and as of the Closing Date 
as though made at that time.

       6.3    Performance. Purchaser shall have performed, satisfied, and 
complied with all covenants, agreements, and conditions required by this 
Agreement to be performed or complied with by it, on or before the Closing 
Date.

       6.4 Officers' Certificate. Purchaser shall have delivered to the 
Seller 
a certificate, dated the Closing Date and signed by the President of 
Purchaser 
certifying that each of the conditions and covenants of the Purchaser 
included 
in this Agreement has been fulfilled.


                              ARTICLE 7

                              CLOSING

       7.1 Closing. The Closing of this transaction shall be held at the 
offices of Krys, Boyle, Freedman and Sawyer, P.C. on July 28, 1998, or as 
soon 
thereafter as reasonably practicable, or such other place as shall be 
mutually 
agreed upon, and on such date as shall be mutually agreed upon by the 
parties. 
At the Closing:

(a) Purchaser shall deliver a certified or cashiers checks for $750,000 to 
the 
Seller.

(b) Purchaser shall deliver an officer's certificate, dated the Closing Date, 
stating that all representations, warranties, covenants and conditions set 
forth in this Agreement on behalf of Purchaser are true and correct as of, or 
have been fully performed and complied with by, the Closing Date.

                                       -5-



(c)    Purchaser shall deliver signed consent and/or Minutes of the Directors 
of Purchaser approving this Agreement and each matter to be approved by the 
Directors of Purchaser under this Agreement. Such Minutes shall be certified 
by an Officer of Purchaser.

(d) The Seller shall deliver a certificate, dated the Closing Date, stating 
that all representations, warranties covenants and conditions set forth in 
this Agreement on behalf of the Company are true and correct as of, or have 
been fully performed and complied with by, the Closing Date.

(e)    The Seller shall deliver a signed Consent and/or Minutes of the Seller 
approving this Agreement. Such Minutes shall be certified by the officers of 
Seller.

(f)    Seller shall have the required legend typed on all certificates to 
conform with the lock up requirements in paragraph 4.3 of this Agreement.

(g) Seller shall deliver a certificate in the name of Meteor Industries, Inc. 
for 533,000 shares of the Company's Common Stock.

(h)    Each party shall deliver such other documents or information required 
to be furnished by Closing pursuant to this Agreement.

                                ARTICLE 8

                              MISCELLANEOUS

       8.1    Captions and Headings. The Article and paragraph/section 
headings through this Agreement are for convenience and reference only, and 
shall in no way be deemed to define, limit, or add to the meaning of any 
provision of this Agreement.

       8.2 No Oral Change. This Agreement and any provision hereof, may not 
be 
waived, changed modified, or discharged orally, but it can be changed by an 
agreement in writing signed by the party against whom enforcement of any 
waiver, change, modification, or discharge is sought. 

       8.3 Waiver. Except as otherwise expressly provided herein, no waiver 
of 
any covenant, condition, or provision of this Agreement shall be deemed to 
have been made unless expressly in writing and signed by the party against 
whom such waiver is charged; and (i) the failure of any party to insist in 
any one or more cases upon the performance of any of the provisions, 
covenants, or conditions of this Agreement or to exercise any option herein 
contained shall not be construed as a waiver or relinquishment for the future 
of any such provisions, covenants, or conditions, (ii) the acceptance of 
performance of anything required by this Agreement to be performed with 
knowledge of the breach or failure of a covenant, condition, or provision 
hereof shall not be deemed a waiver of such breach or failure, and (iii) no 
waiver by any party of one breach by another party shall be construed as a 
waiver with respect to any other or subsequent breach.

                                -6-



        8.4 Entire Agreement. This Agreement contains the entire Agreement 
and 
understanding between the parties hereto, and supersedes all prior agreements 
and understandings.

        8.5 Choice of Law. This Agreement and its application shall be 
governed by the laws of the State of Colorado.

       8.6 Counterparts. This Agreement may be executed simultaneously in one 
or more counterparts, each of which shall be deemed an original, but all of 
which together shall constitute one and the same instrument.

        8.7 Notices. 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 receipt if served personally on the party to whom notice 
is to be given, by telecopy or telegram, or mailing if mailed to the party to 
whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:

Purchaser:
Edward J. Names, President
Meteor Industries, Inc.
216 16th Street, Suite 730
Denver, CO 80202

with copy to:

Jon Sawyer
Krys, Boyle, Freedman & Sawyer, P.C.
600 Seventeenth Street, Suite 2700, South Tower
Denver, CO 80202

Seller:

Capco Resources Ltd. and Capco Acquisub, Inc.
Attention: Sultan Mahmud
2236 South Broadway, Suite K
Santa Maria, CA 93456

       8.8 Binding Effect. This Agreement shall inure to and be binding upon 
the heirs, executors, personal representatives, successors and assigns of 
each 
of the parties to this Agreement.

        8.9 Mutual Cooperation. The parties hereto shall cooperate with each 
other to achieve the purpose of this Agreement, and shall execute such other 
and further documents and take such other and further actions as may be 
necessary or convenient to effect the transaction described herein.

                                 -7-


        8.10 Expenses. Except as specifically provided in this Agreement, all 
costs and expenses including legal, and any other out-of-pocket expenses 
incurred by the Seller, in connection with this transaction shall be paid by 
Seller. All costs and expenses including legal, accounting and any other
out-of-pocket expenses incurred by the Purchaser, in connection with this 
transaction, shall be paid by the Purchaser.

        8.11 Survival of Representations and Warranties. The representations, 
warranties, covenants and agreements of the parties set forth in this 
Agreement shall survive the Closing.

        8.12 Assignment. This Agreement may not be assigned by operation of 
law or otherwise by the Seller or the Purchaser.

        8.13 Specific Performance. The parties hereto agree that irreparable 
damage would occur in the event any provision of this Agreement was not 
performed in accordance with the terms hereof and that the parties shall be 
entitled to specific performance of the terms hereof, in addition to any
other remedy at law or equity without the necessity of demonstrating the 
inadequacy of monetary damages.

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

METEOR INDUSTRIES, INC.

By: 

"SELLER"

CAPCO ACQUISUB, INC.

By: 

CAPCO RESOURCES LTD.

By: 

                                  -8-



             AMENDMENT TO AGREEMENT BETWEEN METEOR INDUSTRIES. INC.
                  AND CAPCO ACQUISUB. INC. DATED JUNE 24.1998

       Amendment to Agreement made this 10th day of August, 1998, by and 
among 
Meteor Industries, Inc., a Colorado corporation ( "Purchaser" or the 
"Company") and Capco Acquisub, Inc., a Colorado corporation and its parent 
corporation Capco Resources Ltd. (hereinafter collectively referred to as 
"Seller").

       WHEREAS, Purchaser and Seller desire to amend their agreement dated 
June 24, 1998 (the "Agreement").

Now, therefore the parties hereto agree as follows:

(1)  Paragraph 1.2 of the Agreement is amended to set the Closing Date to 
August 12, 1998.

(2) paragraph 1.4.2 is amended to read as follows:

"$250,000 cash shall be paid at Closing and a note for $500,000 payable in 
equal monthly installments for 18 months with interest at 10% shall be 
executed in the form attached hereto as Exhibit 1.4.2."

(3) paragraph 2.4 is amended to remove:

"but shall be released prior to Closing"

from the last sentence.

(4) Paragraph 4.1 is amended to read in its entirety as follows:

"Except for the 26,500 shares which are now pledged by the Seller, the Seller 
agrees that after the date hereof and through the Closing, without the 
Purchaser's consent, the Seller will not sell, transfer, mortgage, pledge or 
otherwise dispose of or encumber all or any part of the remaining 1,745,000 
shares of Common Stock owned or controlled by Seller." 

(5) paragraph 4.2 is amended to read in its entirety as follows:

"Seller hereby agrees not to sell, transfer, mortgage, pledge or hypothecate 
any of its Common Shares for eighteen months after the date of Closing. 
However, if after April 15, 1999, the shares of Meteor Industries, Inc. trade 
at greater than $7.50 per share, over a consecutive two month period of time, 
then this lock up requirement shall be terminated.  Evidence of this lock up 
agreement shall be included in the restrictive legend on 1,212,000 

                                    -1-



shares of Common Stock owned by Seller. The additional 26,550 Common Shares 
now pledged by the Seller shall be considered part of this lock up agreement 
in that they shall not be sold or repledged, but such shares shall not 
require 
a legend on the certificates. This legend will read substantially as follows:"

"The transfer of the shares represented by this certificate is subject to 
certain lock-up provisions contained in an agreement between Meteor 
Industries, Inc., and Capco Acquisub, Inc., dated June 24, 1998. A copy of 
this agreement is on file with Meteor Industries, Inc., and is available for 
inspection by anyone purchasing or otherwise acquiring any of the shares 
represented by this certificate."

(6) Paragraph 7.1 shall be amended to set the Closing Date to August 12, 
1998, 
and require the Purchaser to deliver $250,000 in cash and the duly executed 
Note attached hereto as Exhibit 1.4.2.

(7) Exhibit 3.3 to the agreement shall read as follows:

"This agreement may violate Purchaser's covenants to Norwest Bank of 
Colorado, 
N.A. contained in its Credit and Security Agreement dated May 22, 1998; 
however, Norwest has consented to the use of Meteor's line of credit to close 
the transaction."

(8) In all other respects, the Agreement shall remain unchanged

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

"PURCHASER"

METEOR INDUSTRIES, INC.

By: 

"SELLER"

CAPCO ACQUISUB, INC.
By
Name:
 Title:

CAPCO RESOURCES LTD.

By
Name:
 Title:

                                     -2-