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.
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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
