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