EXHIBIT 10.7


                            STOCK PURCHASE AGREEMENT
                                 BY AND BETWEEN
                     FAISAL CHAUDHARY AND CAPCO ENERGY, INC.
                                December 31, 2000


                            STOCK PURCHASE AGREEMENT

        THIS STOCK PURCHASE  AGREEMENT,  is made as of December 31, 2000 between
Faisal Chaudhary,  ("Purchaser") and Capco Energy,  Inc., a Colorado corporation
("Seller").

        WHEREAS,  Capco  Energy,  Inc.  is a company  which owns  80,000  shares
of the common stock of Zelcom Industries, Inc. (the "Subsidiary or Zelcom");

        WHEREAS,  Purchaser desires to acquire and Seller desires to sell 45,000
shares of the common stock of the  subsidiary  (the "Stock") in exchange for the
consideration and upon the terms described herein (the "Purchase"); and

        WHEREAS,  The Sellers  interest of 35%  (thirty-five  percent) in Zelcom
shall be non-dilutive  unless Zelcom raises additional  equity funding.  In this
event the Seller shall be provided a 30 day prorate option to participate in the
equity offering on the same terms offered to any other party; and

        WHEREAS,  Purchaser and Seller  desire to make certain  representations,
warranties, covenants and agreements in connection with the purchase;

        NOW  THEREFORE,  in  consideration  of the mutual  promises,  covenants,
provisions and  representations  contained  herein,  the parties hereto agree as
follows:

                                    ARTICLE I

                                  THE PURCHASE

        1.1 Sale and Delivery of Stock.  Subject to all the terms and conditions
of this Agreement,  Seller shall sell, transfer,  convey,  assign and deliver to
Purchaser  at the  Closing (as defined in  paragraph  1.3 hereof) and  Purchaser
shall purchase, acquire and accept from the Seller the Stock.

        1.2  Effective  Date and Closing.  The  effective  date (the  "Effective
Date") of this transaction shall be December 31, 2000.

        1.3 Purchase Price. Subject to all of the terms and conditions set forth
in  the  Agreement  and  in  reliance  on the  representations,  warranties  and
covenants  hereinafter  set forth,  Purchaser  shall  deliver to Seller  350,000
shares of Capco  Energy,  Inc.  common  stock  (hereinafter  referred  to as the
"Purchase Price").

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                                   ARTICLE II

                            REPRESENTATIONS OF SELLER

        As an  inducement  to  Purchaser  to enter into this  Agreement,  Seller
represents and warrants to Purchaser as of the Closing the following:

        2.1  Organization.  The Seller is a corporation duly organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation, 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  where  its  business
requires  qualification.  To the best of Seller's knowledge and belief,  each of
the Subsidiaries is a corporation duly organized,  validly existing, and in good
standing  under  the  laws of the  jurisdiction  of its  incorporation,  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 where its business requires qualification.

        2.2 Authority.  The execution of this Agreement and the  consummation of
the  transactions  contemplated  herein have been authorized by the directors of
Seller and the officers and  directors  of its  Subsidiaries  and Seller has the
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  and   conditions,   except  as
enforceability may be limited by bankruptcy,  insolvency, fraudulent conveyance,
moratorium or other laws generally effecting the rights of creditors and general
principles of equity.

        2.3 Ability to Carry Out Obligations. The execution and delivery of this
Agreement by Seller and the performance by 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,  certificate of incorporation,  bylaw,
or other  agreement or instrument to which 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, (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 of Seller, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of Seller.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

        As an inducement to Seller to enter into this  Agreement,  the Purchaser
represents  and  warrants  to the  Seller  as of the date  hereof  and as of the
Closing the following:

        3.1  Organization.  Purchaser is a corporation  duly organized,  validly
existing,  and in good  standing,  has all  necessary  corporate  powers  to own
securities  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
where its business requires qualification.

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        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,
except as enforceability  may be limited by bankruptcy,  insolvency,  fraudulent
conveyance, moratorium or other laws generally effecting the rights of creditors
and general principles of equity.

        3.3 Ability to Carry Out Obligations. 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 of 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 IV

                                    COVENANTS

        4.1 Release of Guaranties.  Purchaser  shall have released Seller of all
obligations,  contingent or otherwise, relating to or in any way connected to or
with the Brokerage.
                                    ARTICLE V

                                  MISCELLANEOUS

        5.1 Captions and Headings.  The Articles and paragraph/section  headings
throughout  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  provisions  of
this Agreement.

        5.2 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.

        5.3 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 to exercise any option herein contained shall not be construed as
a waiver or relinquishment for the future of any such provisions,  covenants, or


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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 subsequent breach.

        5.4 Entire Agreement.  This Agreement  contains the entire Agreement and
understandings  between the parties hereto,  and supersedes all prior agreements
and understandings with respect to the subject matter hereof.

        5.5 Choice of Law, Jurisdiction and Venue. This Agreement and the rights
and  obligations of the parties  hereunder shall be governed by and construed in
accordance  with the laws of the State of California  without regard to conflict
of laws  principles.  Any action at law or in equity  directly or  indirectly in
connection  with,  related to or in any way  connected to this  Agreement or any
provisions hereof, shall be litigated exclusively in the state or federal courts
located  California.  The parties hereto irrevocably waive any rights such party
may otherwise have to transfer or change the venue of any litigation  brought or
arising in connection with this Agreement.

        5.6 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.

        5.7 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:       FAISAL CHAUDHARY
                 10441 Villa Del Cerro
                 Santa Ana, CA  92805

Seller:          CAPCO ENERGY, INC.
                 2922 Chapman Avenue, Suite 202
                 Orange, California 92869

        5.8 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.

        5.9 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.

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

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        5.11 Assignment.  This Agreement may not be assigned by operation of law
or otherwise by the Seller or the Purchaser;  provided,  however, that Purchaser
may assign its rights and  obligations to Capco Resources Ltd. or any subsidiary
or affiliate of  Purchaser,  provided  however  that such  assignment  shall not
release  the  Purchaser  of  it's  obligations  hereunder  and  Purchaser  shall
guarantee the obligation of any assignee.


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

                           PURCHASER: FAISAL CHAUDHARY
                                    /signed/
                                            By:
                                            Title:

                           SELLER: CAPCO ENERGY, INC.
                                    /signed/
                                            By:
                                            Title: