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                  SECOND AMENDED AND RESTATED AGREEMENT
                  BETWEEN METEOR INDUSTRIES, INC., CAPCO
                 RESOURCES, INC. AND SABA PETROLEUM COMPANY

     This Agreement is made effective on the 27th day of December 1996,
between Meteor Industries, Inc. ("Meteor"), a Colorado corporation, Capco
Resources, Inc. ("Capco"), a Delaware corporation, and Saba Petroleum Company
("Saba"), a Colorado Corporation. 

     Whereas Capco and Saba entered into a certain agreement on April 23,
1996 (the "Original Agreement" attached hereto as Exhibit A), relating to
Saba's participation in the Saba Power Project (as defined below), and 

     Whereas Capco and Saba amended and restated the Original Agreement on
August 1, 1996, pursuant to the Amended and Restated Agreement (attached
hereto as Exhibit B), and 

     Whereas Meteor, Capco and Saba desire to amend and restate the
agreements described above pursuant to this Second Amended and Restated
Agreement, and 

     Whereas Capco entered into a Project Development and Shareholders'
Agreement dated June 2, 1995, a Letter Agreement with Cogen Technologies dated
December 27, 1996; a Mutual Release and Termination Agreement dated December
27, 1996; a Capitalization Agreement dated November 26 ,1996; and a
Shareholders' Agreement dated February 25, 1997, (collectively referred to as
the "Shareholders' Agreements"), whereby Capco participated in the Saba Power
Project, a proposed 115 Megawatt power plant to be located in Lahore, Pakistan
(the "Project"), and 

     Whereas Saba, through its counsel has reviewed the documentation
relating to the Project; 

     Whereas Meteor, Capco and Saba have negotiated terms pursuant to which
Saba shall participate in the Saba Power Project; 

     In consideration of the mutual covenants and agreements contained
herein, it is hereby agreed among the parties as follows: 

     1) Saba has invested $250,000 in order to own a .5% (27% of 2%) interest
in the Project. Saba owns this .5% interest by virtue of its ownership of 27%
of Meteor Holdings LLC.

     2) If required, Capco shall hold Saba's interest in trust pursuant to a
written agreement until such time as it is determined that such interest can
be directly assigned to Saba without any detrimental effect to the parties
hereto or the Project as a whole.

     3) Meteor, through Capco, has invested approximately $684,000 in order
to own a 1.5% (73% of 2%) interest in the Project. Meteor owns this 1.5%
interest by virtue Of its ownership of 73% of Meteor Holdings LLC.

     4) In connection with the Project, Capco will be receiving from Cogen
Technologies:  1) a consulting fee of $400,000 to be paid on or before June 1'
1997; and 2) a contingent fee of up to $350,000 should Cogen accomplish
certain "Enhancement Events" as defined in the Shareholders' Agreements.

     5) After receiving the $400,000 consulting fee, Capco shall pay Nauman
Umar $86,500 and Interlink $37,500. The balance of the funds ($276,000) shall
be divided between Meteor $200,000 (73%) and Saba $76,000 (27%).

     6) If and when any funds are received by Capco pursuant to the $350,000
contingent fee, 27% of such funds will be paid to Saba and 73% of such funds
will be paid to Meteor.

     7) This Agreement shall be governed by the laws of the State of
Colorado.

     8) This Agreement may be signed in counterpart, each of which shall be
deemed an original and together shall constitute one and the same instrument.

     9) This Agreement contains the entire agreement and understanding among
the parties hereto concerning the Project and supersedes all prior and
contemporaneous, agreements, discussions, negotiations and understandings
either written or oral. No amendment or modif~cation of any of the terms and
conditions contained herein shall be made except by a duly authorized written
agreement.

SABA PETROLEUM COMPANY            CAPCO RESOURCES, INC.

By:/s/ Ilyas Chaudhary            By: /s/ Edward J. Names
   Ilyas Chaudhary, President        Edward J. Names, President

                                  METEOR INDUSTRIES, INC.

                                  By: /s/ Edward J. Names
                                     Edward J. Names, President
                               -2-
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