EXHIBIT 10.5


                                             OneStopPlaza.Com
                                       7908 Sierra Vista Street
                                      Rancho Cucamonga, CA 91730
                              Phone: (909) 981-3453.   Fax: (909) 981-3793


December 23, 2000

Capco Energy, Inc.
2922 E. Chapman Ave., # 202, Orange, CA 92869

Re.: Amendment  to Letter  Agreement  dated  August 23,  2000 to Acquire  Equity
     Position in Meteor Stores, Inc., a New Mexico Corporation ("MSI").

Gentlemen:

Pursuant to  negotiations,  OneStopPlaza.Com,  Inc.  ("OSPC")  (the "Buyer") and
Capco,  Energy,  Inc.  ("CEI")  (the  "Seller")  hereby agree to amend the above
referenced agreement and the amended agreement will read as following:

o   Scope of  Acquisition:  Buyer to  acquire  Fifty-five  percent  (55%) of MSI
    common stock, which is currently owned and held by CEI.

o   Purchase  Price:  The Purchase  Price for the stock being  acquired shall be
    Four Hundred Forty Thousand US dollars ($440,000).  The purchase Price shall
    be paid as following:  $55,000 already paid and on account with CEI shall be
    applied as cash payment  towards the  transaction.  $116,250  resulting from
    surrender  of 125,000  shares @ $0.93 per share of CEI common stock by Imran
    Jattala  shall be applied to the  purchase  price.  The  balance of $268,750
    ("Final Payment") shall be paid upon closing in form of surrender of 288,978
    shares of CEI common stock valued at $0.93 per share.

o   Effective Date and Control:  The effective date of this transaction shall be
    January 1, 2000 and the Buyer  shall be deemed in control of the  management
    of MSI as of that date. CEI's equity position in MSI shall be for investment
    purposes only.

o   Closing:  The  Closing  shall  take place  upon  presentation  of the Finial
    Payment to the seller by the Buyer.

o    Basis for Purchase Price Determination: The attached schedule ("Exhibit A")
     was used for determination of the Purchase Price.

o   Financial Statements:  Subject to adjustments noted elsewhere in this Letter
    Agreement and other  adjustments  that are  necessary in ordinary  course of
    business,  MSI' s pro forma financial statements which were made part of the
    CEI's  acquisition  agreement shall set out  corporation's  starting assets,
    liabilities  and  equity.  Such  financial  statements  shall be  subject to
    adjustments as required by this agreement made part of this Letter Agreement
    and  attached  as  Exhibit  B. The  value of MSI  shall not be any less then
    Enterprise Value determined in Exhibit A.

o   CEI's  Disclaimer  and  Assignments:  It is  understood  that  the  Buyer is
    conducting this transaction on "as is, where is" basis. CEI will not be held
    responsible for any actions and / or claims arising out of this transaction.

<PAGE>

    MSI shall continue to be entitled to all the  adjustments  that are due from
    Meteor  Industries,  Inc.  ("MMI")  resulting from CEI' s acquisition of MSI
    from MMI. Further, in this regard, CEI will make assignments in favor of MSI
    for all of the MSI's rights as per acquisition  contract(s)  between CEI and
    MMI.

o   Adjustments and Inter-Company Accounts: CEI shall re-assume the note payable
    to MII regarding the  Petrosantander  transaction.  All accounts between the
    Seller  and  MSI  containing  pre  and  post  Effective  Date   transactions
    ("Inter-company  Accounts")  shall be  reconciled.  Both the  buyer  and the
    seller will  contribute  their  proportionate  share towards  elimination of
    working capital  deficit of MSI. The adjustments  will take place within 120
    days  from  the  closing  date.  Such  period  may be  extended  by a mutual
    agreement.

o   Post Closing  Adjustments and Actions:  Any and all post closing adjustments
    shall be resolved within 120 days from the closing date unless such 120 days
    period is waived and or  extended by a mutual  agreement  between the Seller
    and Buyer.  CEI shall  obtain a release on all of MSI's  common stock except
    for their 45%  position  in the MSI  common  stock  from any party / parties
    where MSI stock may have been pledged as a collateral.

o    Previous Agreements:  This amended agreement and exhibits attached herewith
     will supercede all previous agreements, Exhibits, and closing statements.


When fully signed in the spaces  provided below,  this amended Letter  Agreement
shall be binding upon the Buyer, Seller, and MSI.

Agreed to and accepted:                                 Agreed to and accepted:
Capco Energy, Inc.                                       OneStopPlaza.Com, Inc.


   /signed/                                                 /signed/
-------------------------                          --------------------------

By: ______________________                         By: _______________________

Its _______________________                        Its: ________________________

Date: _____________________                        Date: _______________________



Agreed to and accepted:

Meteor Stores, Inc.


    /signed/
-------------------------

By: ______________________

Its _______________________

Date: _____________________