Exhibit
        10.20

       

      POST-DEFAULT
        SETTLEMENT AGREEMENT

      FORBEARANCE
        AGREEMENT TO POA

       

      This
        forbearance agreement, otherwise referred to as the Post Default Settlement
        Agreement ("PDSA") is entered into this _ day of October., 2005 by and between
        Meteor
        Energy. Inc., Graves Oil & Butane Co., Inc. ("GOBCO"), Sedco, Inc.
        ("Sedco"). Capco Energy, Inc., Meteor Enterprises, Inc., Meteor Marketing.,
        Inc.. Ilyas Chaudhary (sometimes
        collectedly referred to as "Obligors"), and Graves Family Investments
Limited
        Partnership ("GFILF"),
        and
        the Estate of Theron J. Graves ("Estate"). All parties referenced
        above collectively referred to as the "Parties".

       

      The
        Parties stipulate as follows:

       

      A.
        The
        Parties entered into that certain Pay-Off Agreement ("POA") on or about December
        20, 2004.

       

      B.
        The
        POA
        amended, in-part, prior agreements between the various parties identified
        above,
        including, the Settlement and Debt Restructuring Agreement dated August
        9,
        2000 ("SDRA"}, and the First Amendment to the Settlement: and Debt Restructuring
        Agreement dated October 23, 2001 ("FASDRA "). both attached as Exhibits
to
        the
        POA,

       

      C.
        Sedco,
        as
        Payer under the POA, acknowledges its breach, and default under
        the
        terms of the POA to complete the final payment due there under.

       

      D.
        Under
        the
        POA, Sedco is justly indebted to GFILP, in. an amount of no less
        than
        $3,896,701 .00 which includes, but is not limited to outstanding principal,
        past
due
        payments, penalties and interest and other consideration due as of December
        15.
        2004. Said value represents the combined amounts owing from four promissory
        notes issued
        by
        GOB CO and payable to GFILP under the SDRA and as amended by the FASDRA
        and the POA. The total amount owing under the POA shall be referred to as
        the
        "Indebtedness."

       

      E.
        GFILP
        provided sufficient and proper notice to Sedco/Obligors that all amounts
        owing under the POA were accelerated and then due and payable.

       

      F.
        The
        Indebtedness, inclusive of all past penalties and interest, collection and
        legal
        costs in favor of GFILP, is folly enforceable and is not subject to any defense,
        counterclaim,
        or any claim of setoff or recoupment.

       

      G.
        In
        prior
        transactions and agreements between the Parties, Obligors have, individually
        and collectively, guaranteed the payment of tike Indebtedness. Obligors have
        also
        previously executed promissory notes, mortgages, guaranties, security agreements
        and other liens in favor of GFILP relating to various properties, equipment,
        other assets and
        promises to pay ("Security Interests"). Due to Sedco's default under the
        POA,
        all of GFILP's
        Security Interests remain in full effect valid and enforceable by GFILP and
        the
Estate,
        subject to the terms of this PDSA.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      H.
        Sedco
        represents that, because of its financial condition; at this time it is
unable
        to
        pay the full amount of the indebtedness. The Parties are entering into this
        PDSA
        because of Sedco's representations and warranties concerning its current
        financial condition
        and ability to pay a reduced amount

       

      I.
        The
        POA
        shall be modified to the extent that GFILP>
        as Payee
        under toe POA,
        agrees to a discounted pay-off amount under the POA subject to the terms
        and
conditions
        provided below. The discounted pay-off amount under this PDSA shall be
$2,620,000,00,
        so long as Sedco complies with the terms of this PDSA. The discounted
amount
        consists of GFILP's forgiveness of $571,701.00 in accumulated interest plus
        an.
        additional credit of $705,000.00 consisting of tine following prior transactions
        between the
        Parties and corresponding amounts;

      

        
          	
                  Mancini
                    Payment

                	 	
                  $

                	
                  100,000,00

                	 
	
                  2
                    Lubricar
                    Note credits

                	 	
                  $

                	
                  350,000.00

                	 
	
                  Lubricar
                    Cash credit

                	 	
                  $

                	
                  10,000.00

                	 
	
                  Payment
                    made under POA 2.B.

                	 	
                  $

                	
                  50,000.00

                	 
	
                  Payment
                    made under POA 2.C.

                	 	
                  $

                	
                  50,000.00

                	 
	
                  Southern
                    & Golf payment

                	 	
                  $

                	
                  95,000.00

                	 
	
                  5
                    payments of $10,000.00

                	 	
                  $

                	
                  50,000.00

                	 


        

      

       

      
        	
              	J.	
                Sedco
                  has deposited Two Hundred Thousand Dollars ($200,000.00) of good
                  fluids ("Deposited Funds") in the trust account of its legal counsel,
                  Domenici Law Firm.,
                  P.C., as consideration to induce
                  GFI

              


      

       

      
        	
              	K.	
                LP
                  to enter into this PDSA.

              


      

       

      K.
        As
        part of the POA, Obligors deposited approximately 10,000,000 common
        shares of Capco Energy, Inc., into the trust account of Domenici Law Firm,
        P.C.
These
        shares shall remain in the custody of Domenici Law Firm, P.C., subject to
        the
terms
        of
        this PDSA.

       

      L.
        The
        Parties shall immediately engage New Mexico Title Company of Farmington,
        New Mexico (c/o Jamie Bond) to act as the escrow agent ("Escrow Agent"')
        for
        all
        acts necessary to consummate the terns of this PDSA.

       

      M.
        GFILP
        shall prepare and execute appropriate releases ("Releases") of all its
        Security Interests payment guaranties previously executed in its favor by
        any of
        the Obligors
        and deliver the Releases to Escrow Agent no later than October 17,2005.
Copies
        of
        the Releases shall be simultaneously delivered to die Domenici Law Firm.
        P.C.

       

      N.
        Upon
        receipt of the Releases, Escrow Agent shall notify the Domenici Law
        Firm
        by faxed letter (at 505-884-3424) or email transmission at i>doinenici@.dom&rucilaw.com
        that the Releases have been received in escrow. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      NOW
        THEREFORE, for good and valuable consideration., the receipt and sufficiency
        of which, are hereby acknowledged, the Parties agree as follows:

       

      1,
        Forbearance Period

       

      Subject
        to The express provisions of this PDSA, GFILP hereby agrees to forbear
from
        exercising its rights and remedies related to the Indebtedness under the
        POA
        until the
        earlier of (i) November 22, 2005, or (ii) the occurrence of a Termination
        Event,
        as defined
        below. This period of forbearance is hereinafter referred to as the- Forbearance
        Period.

       

      2-.
        Conditions of Forbearance.

       

      GFILP's
        agreement to forbear is conditioned upon and subject to timely satisfaction
        of each of the following conditions ("Conditions of Forbearance").

       

      a. The
        Domenici Law Firm's receipt of notice from Escrow Agent that the Releases
        have been received in escrow shall act as Sedco/Obligors' instruction, to
        the
Domenici
        Law
        Firm
        to wire transfer the Deposited Fluids to Escrow Agent payable to GFILP.
        The wire transfer of the Deposited Funds shall occur no later than October
        2i,
2005.

       

      b. Sedco/Obligors
        shall wire transfer an additional amount of Two Million Four Hundred
        Twenty Thousand Dollars ($2,420,000.00) to Escrow Agent, payable to GF1LP,
        no
        later
        than 5:00 P.M. MST on November 21,2005-

       

      c. All
        representations and warranties made by Obligors to GFILP under this Agreement
        shall remain true and correct throughout the Forbearance Period.

       

      d. During
        the Forbearance Period, Obligors' obligation to make payments to GFILP
        shall be governed by this PDSA

       

      e. During
        the Forbearance Period, Obligors shall not breach any promise or covenant
        contained in this PDSA a»d promise not to be in default under any provision of
This
        PDSA.

       

      3.
        Termination Events

       

      The
        following shall constitute a Termination Event and an Event of Default under
        this
        Agreement;

       

      Obligors
        fail to comply m a timely manner with arty of the Conditions of Forbearance
        set
        forth, above.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    4,
      Termination of Forbearance Period.

     

    The
      Parties agree that the Forbearance Period automatically, and without notice,
      shall
      be
      terminated upon the earlier of:

     

    
      	(a)  	
              November
                22, 2005, or

            


    

     

    
      	(b)  	
              The
                occurrence of any Termination Event, as defined
                above.

            


    

     

    Upon
      termination of the Forbearance Period, the entire amount of the Indebtedness,
      plus any additional past-due penalties and interest accumulated under the
SDRA
      and/or FASDRA, shall be immediately due and payable, and GFILP shall be under
      no
      obligation to forbear in any respect and shall be entitled immediately to
      exercise all of its
      rights and remedies \under this PDSA, the PDA, and any surviving provisions
      of
      the SDRA
      and/or FASDRA, promissory notes, mortgages,, security agreements and
associated
      guaranties relating to any of its Security Interests, all without further notice
      to Obligors.

     

    (i)
      GFILP
      agrees to extend the termination of the Forbearance Period to December
      20, 2005 upon receipt of wired funds from Obligors payable to GFILP in the
      amount
      of
      Twenty Five Thousand Dollars (525,000.110) no later than November 21,2005.
      This
      payment, if made, shall act only to extend the termination of the Forbearance
      Period and
      shall
      riot reduce or offset the amount of the Indebtedness or discounted pay-off
      amount, or modify any other provision of this PDSA.

     

    5.
      Forgiveness of Indebtedness

     

    (a)
      Provided that throughout the Forbearance Period, Obligors satisfy ail of the
      Conditions of Forbearance set forth above and timely pays the entire amounts
      contemplated herein, then:

     

    (i)
      at
      the conclusion of the Forbearance Period, Escrow Agent shall release
all
      funds
      deposited into escrow by Sedco/Obligors to GFILP;

     

    (ii)
      GFILP wili discharge arid release the then remaining outstanding balance
of
      the
      Indebtedness according to the terms of the POA and this PDSA;

     

    (iii)
      GFILP shall instruct the Escrow Agent to record all Releases and deliver
the
      recorded originals to the Domenici Law Firm with copies to the McAlester Law
      Firm; and.

     

           
      (iv) GFILP shall provide written notice to Obligors that all shares of Capco
      Energy, Inc., may be released back to the appropriate Obligors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      (b).
        If,
        however, there shall ever occur a Termination Event, then:

       

      (i)
        GFILP
        shall be under no obligation to forgive or discharge any portion of the
        Indebtedness, including but not limited to the 5705,000-00 credit referenced
        in
paragraph
        I above, which Obligors agree shall be considered liquidated damages in favor
        of
        GFILP
        for Obligors' failure to comply with the Conditions of Forbearance and shall
        not
        be
        recognized, as a credit to or reduction of the Indebtedness;

       

      (ii)
        Escrow Agent, or Domenici Law Finn* P.C., whomever is the applicable
custodian
        of the Deposited Funds at the time, stall immediately release to GFILP the
        entire
        amount of Deposited Funds which shall be forfeited by Sedco/Obligors as
        non-refundable
        and liquidated damages in favor of GFILP for failure to comply with the
Conditions
        of Forbearance and shall not be recognized as a credit to or reduction of
        the
        Indebtedness; and,

       

      (iii)
        Domenici Law Finn, P.C,, shall immediately release to GFILP the 10,000,000
        shares of Capco Energy, Inc. then held in its trust account without need
        for
        prior approval from any of the Obligors and according to the terms of the
        POA,

       

      6. Effectiveness
        of POA, FASDRA and Underlying Agreements

       

      This
        Agreement shall not constitute a novation of any promissory note or promise
        to
        pay
        arising under the POA or FASDRA, or invalidation of any other mortgage,
guaranty,
        financing statement, security interest, or environmental indemnification
        arising
there
        from, and the promissory notes shall remain in full force and effect subject
        only to GFILP's
        agreement to forbear as set forth here in

       

      7. Release
        and Waiver

       

      Upon
        completion of the payment obligations set forth in 5.(a) above, Obligors
        hereby
        acknowledge and stipulate that they have no claims or causes of action against
        GFILP of any kind whatsoever. Likewise, Obligors hereby release GFILP from
        any
        and ail
        claims, causes of action, demands and liabilities of any kind whatsoever
        whether
        direct or
        indirect, fixed or contingent, liquidated or non-liquidated, disputed or
        undisputed, known
        or
        unknown, which Obligors have or may acquire in the future relating in any
        way to
        any event, circumstance, action or failure to act from the execution of the
        SDRA
        to the date
        of
        this Agreement.

       

      8. No
        Waiver
        by GFILP

       

      This
        Agreement shall not constitute a waiver by GFILP of any of Obligors'
defaults
        under any promissory note or the POA or FASDRA. Except as expressly provided
        herein, GFILP reserves all of its rights and remedies under the POA and FASDRA
        and all applicable promissory notes, guaranties, mortgages and security
agreements.
        Upon, completion of the payment obligations set forth, in 5 .(a) above, this
        paragraph
        shall become void,

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    9.
      Additional Warranties arid Representations by the parties

    
       

      (a)  No
        later
        than October 21,2005, Obligors shall provide GFILP and Estate a
        separately
        executed acknowledgment of their indemnification in favor of GFILP and
Estate
        as
        provided for in the SDRA and FASDRA as it pertains to any secured property
        for
        any dispute, claim or action on any disclosure or statement made as to the
        environmental conditioning or any other condition affecting the properties
        or
        use of the properties.
        The acknowledgment shall be, in a form acceptable to GFILP. Obligors'
future
        failure to defend the indemnification or hold harmless in favor of GFILP
        and
        Estate. will
        cause a penalty of $50,000.00 to be entered in favor of GFILP or Estate in
        addition to any other judgment entered against Obligors arising from their
        failure to defend or hold harmless.

       

      (b)  Obligors
        promise that with any future initial sale of GOB CO assets, the initial
        purchasers will be required to execute a waiver, in a form agreed to as attached
        hereto,
        of any rights or claims against GFILP and Estate of Theron Graves as part
        of the
closing
        documents. Copies of all waivers will be forwarded to the McAllister Law
        Firm
prior
        to
        any closing. An initial sale shall be the first sale of any specific asset
        to
        any entity
        or
        person in which any Obligor has no ownership interest or family relation.
        An
        initial purchaser shall be any entity or person in which any Obligor has
        no
        ownership interest,
        or family relation.

       

      (c)  To
        the
        extent needed in the discretion of Obligors, GFILP agrees to reasonably
        cooperate in the closing of any future GOBCO asset sale that requires the
        GFILP's
        involvement.

       

      (d)  The
        Parties shall pay equally all escrow and recording fees arising from
the
        acts
        or requirements of this PDSA.

       

      (e)  The
        Parties agree that Escrow Agent shall have absolute and final discretion
        to determine -whether any act, omission to act. or event contemplated herein
        has
occurred
        according to the terms of this PDSA. The Parties agree to hold Escrow Agent
        harmless for its decisions and determinations with respect to its interpretation
        of the PDSA.

       

      10.
        Governing Law and Arbitration

       

      The
        law
        of the State of New Mexico shall govern this agreement. Any controversy
        or claim arising out of or related to this PDSA, or the breach thereof shall
        'be
        settled by binding arbitration in accordance with the Commercial Arbitration
        Rules of the American
        Arbitration Association, and judgment upon the award rendered by the
arbitrators)
        may be entered in any court having jurisdiction thereof. Any arbitration
hearings
        shall be held in. Albuquerque, Haw Mexico within 60 days of the termination
        of
the
        forbearance Period.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    

      
        11. Attorneys
          Fees.

         

        In
          the
          event litigation or arbitration proceedings relating to this Agreement,
          the
party
          prevailing in any such action 01 other proceeding shall be paid all reasonable
          attorney's
          .fees, costs and expenses by the- other party.

         

        12. Amendments.

         

        This
          Agreement cannot be amended, rescinded, supplemented or modified except
          in
          writing signed by the parties hereto.

         

        13. Miscellaneous

         

        (a)  The
          parties agree to execute any further documents and do all other acts
necessary
          or appropriate to complete this transaction, including without limitation
          transfer of
          titles
          to equipment if required

         

        (b)  No
          waiver
          of any of the provisions of this Agreement shall be deemed or shall
          constitute & waiver of any other provision hereof (whether or not similar),
          nor shall such
          waiver constitute a continuing waiver unless otherwise expressly
          provided.

         

        (c)  This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          regarded as an original and all of which shall constitute but one and the
          same
          instrument.

         

        (d)  If
          any
          provision of this Agreement is determined by a court to be invalid or
unenforceable,
          such determination shall not affect any of the other provisions, each of
          which
          shall be construed and enforced as if such invalid or unenforceable provision
          -were not
          contained herein.

         

        (e)  This
          Agreement shall be binding upon and inure to the benefit of the successors
          and assignees of the parties hereto. No other person shall have any right,
          benefit or obligation hereunder.

         

        (f)  All
          representations and warranties contained in this Agreement, and any of
          the
          other
          closing documents, shall survive closing.

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      AGREED
        AND ACCEPTED BY:

       

      METEOR
        ENERGY, INC/CAPCO ENERGY, INC.

       

      Signature

       

      Printed
        Name:


      AGREED
        AND ACCEPTED BY; 

       

      SEDCO,
        INC.

       

      Signature  
        Printed
        

      Name

      
         

        AGREED
          AND ACCEPTED BY; 

         

        ILYAS
          CHAUDHARY, Individually

         

        Printed
          Name: 

         

        AGREED
          AND ACCEPTED BY:

         

        GRAVES
          OIL & BUTANE CO, INC.

         

        Signature
          ___________________________

        Printed
          Name: .. A—.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    AGREED
      AND ACCEPTED BY;

     

    METEOR
      MARKETING, INC

     

                                                                          
      

    Signature
      

    Printed
      Name: 

     

    AGREED
      AND ACCEPTED BY:

     

    METEOR
      ENTERPRISES, INC.

     

    Signature 

    Printed. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      AGREED
        AND ACCEPTED BY: GRAVES
        FAMILY INVESTMENTS 

       

      ESTATE'
        OF THERON J. GRAVES