-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RD2jCmCtnB6bFTmBmeimvbh1y8fUvNagZQtSuzjhf8RxGLXR9KZeNXKEgSMEGufe HBIwW6PFz+1+lPSzxt5hfg== 0000950147-01-500365.txt : 20010224 0000950147-01-500365.hdr.sgml : 20010224 ACCESSION NUMBER: 0000950147-01-500365 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLPOWER CORP CENTRAL INDEX KEY: 0001068618 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 870384678 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-29780 FILM NUMBER: 1550631 BUSINESS ADDRESS: STREET 1: 7309 EAST STETSON DRIVE STREET 2: STE 102 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 4809476366 MAIL ADDRESS: STREET 1: 7309 EAST STETSON DR STREET 2: STE 102 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 10QSB 1 e-6332.txt QUARTERLY REPORT FOR THE QTR ENDED 12/31/2000 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 10-QSB -------------------- (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from _____________ to _______________ -------------------- Commission File Number 001-14439 -------------------- SOLPOWER CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 87-0384678 (State or other jurisdiction of (IRS Employer Identification No.) Incorporation or organization) 4247 West Adams Street, Suite 2 Phoenix, Arizona 85009 (Address of principal executive offices) (602) 447-9979 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of each of the issuer's classes of common equity was 31,195,064 shares of common stock, par value $.01, as of December 31, 2000. Transitional Small Business Disclosure Format (check one): Yes [X] No [ ] ================================================================================ SOLPOWER CORPORATION INDEX TO FORM 10-QSB FILING FOR THE QUARTER ENDED DECEMBER 31, 2000 TABLE OF CONTENTS PART I FINANCIAL INFORMATION PAGE ---- Item 1. Financial Statements............................................... 2 Consolidated Balance Sheets December 31, 2000 (unaudited) and March 31, 2000.................. 2 Consolidated Statements of Operations For the Three and Nine Months Ended December 31, 2000 (unaudited) and 1999 (unaudited).................................. 3 Consolidated Statements of Cash Flows For the Nine Months Ended December 31, 2000 (unaudited) and 1999 (unaudited).............................................. 4 Statement of Stockholders' Equity For the Nine Months Ended December 31, 2000....................... 6 Notes to the Financial Statements ................................. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................. 8 PART II OTHER INFORMATION Item 2. Changes in Securities.............................................. 9 Item 4. Submission of Matters to a Vote of Security Holders................ 11 Item 5. Other Information.................................................. 11 Item 6. Exhibits and Reports on Form 8-K................................... 12 SIGNATURES ................................................................. 13 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SOLPOWER CORPORATION CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2000 (UNAUDITED) AND MARCH 31, 2000
December 31, March 31, 2000 2000 ----------- ----------- (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 34,255 $ 34,299 Accounts receivables 168,010 79,726 Tax credit receivable 17,828 -- Prepaid expenses 35,092 -- Inventory 475,452 21,624 ----------- ----------- Total Current Assets 730,637 135,649 ----------- ----------- Property and equipment, net 693,971 377,762 ----------- ----------- Other Assets: Marketing licenses, net 2,243,333 2,558,333 Formula and customer list, net 11,818 -- Goodwill, net 364,315 -- ----------- ----------- Total Other Assets 2,619,466 2,558,333 ----------- ----------- $ 4,044,074 $ 3,071,744 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Bank overdraft $ 142,139 $ -- Loan payable 26,676 -- Loans payable to related parties -- 130,390 Accounts payable - trade 491,944 330,093 - related party 1,766 107,118 Accrued expenses 122,736 309,929 Customer deposits payable 122,966 -- ----------- ----------- Total Current Liabilities 908,227 877,530 ----------- ----------- Long-Term Liabilities: Loan payable, net of current portion 91,142 -- Loans payable to related parties 1,000,496 212,114 Deferred income taxes 14,238 -- ----------- ----------- Total Long-Term Liabilities 1,105,876 212,114 ----------- ----------- Total Liabilities 2,014,103 1,089,644 ----------- ----------- Minority interest in subsidiary 126,614 -- ----------- ----------- Commitments and Contingencies Stockholders' Equity: Preferred stock; $0.001 par value, 5,000,000 shares authorized; issued and outstanding, none -- -- Common stock; $0.01 par value, 100,000,000 shares authorized; issued and outstanding 31,195,064 shares and 27,316,066, respectively 311,951 273,161 Additional Paid in Capital 9,997,179 8,741,730 Accumulated Deficit (8,405,773) (7,032,791) ----------- ----------- Total Stockholders' Equity 1,903,357 1,982,100 ----------- ----------- $ 4,044,074 $ 3,071,744 =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 2 SOLPOWER CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2000 (UNAUDITED) AND 1999 (UNAUDITED)
Nine Months Ended Three Months Ended December 31, December 31, ------------------------------ ------------------------------ 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Revenues: Sales - fuel additive $ 255,863 $ 166,784 $ 56,431 $ 93,527 Sales - refrigerant & cylinders 482,845 -- 369,195 -- ------------ ------------ ------------ ------------ Total Revenues 738,708 166,784 425,626 93,527 ------------ ------------ ------------ ------------ Cost of Sales: Fuel additive 240,874 173,189 71,152 71,238 Refrigerant & cylinders 333,350 -- 257,945 -- ------------ ------------ ------------ ------------ 574,224 173,189 329,097 71,238 ------------ ------------ ------------ ------------ Gross Profit (Loss) 164,484 (6,405) 96,529 22,289 ------------ ------------ ------------ ------------ Expenses: General and administrative 1,460,794 1,773,367 582,686 574,069 ------------ ------------ ------------ ------------ Operating Income (Loss) (1,296,310) (1,779,772) (486,157) (551,780) ------------ ------------ ------------ ------------ Other Income (Expense): Interest income 2,686 -- 2,329 -- Interest expense (124,478) (140) (20,635) -- Foreign currency transaction gain 15,446 -- 119 -- Settlement costs (60,000) -- -- -- ------------ ------------ ------------ ------------ Total Other Income (Expense) (166,346) (140) (18,187) -- ------------ ------------ ------------ ------------ Net Loss Before Provision for Income Taxes and Minority Interest (1,462,656) (1,779,912) (504,344) (551,780) Income Taxes -- -- -- -- Extraordinary Item Relief of Debt-Related Party 81,595 -- 81,595 -- Minority Interest 8,079 -- 7,730 -- ------------ ------------ ------------ ------------ Net Loss $ (1,372,982) $ (1,779,912) $ (415,019) $ (551,780) ============ ============ ============ ============ Basic Loss Per Share $ (0.05) $ (0.08) $ (0.01) $ (0.02) ============ ============ ============ ============ Weighted Average Number of Shares Outstanding 27,505,159 23,646,560 28,418,388 23,646,560 ============ ============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 3 SOLPOWER CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 1999 (UNAUDITED) AND 1998 (UNAUDITED)
Nine Months Ended December 31, ------------------------------ 2000 1999 ----------- ----------- Cash Flows From Operating Activities: Net Loss $(1,372,982) $(1,779,912) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 419,767 150,280 Non-cash transactions 243,783 218,115 Changes in operating assets and liabilities: Accounts receivable - trade 56,795 (13,607) Tax credit receivable 205 -- Prepaid expense (3,623) -- Inventory 23,244 37,494 Bank overdraft 81,916 -- Accounts payable - trade (38,196) 125,252 - related parties (51,947) -- Accrued expenses (37,580) (15,268) Customer Deposits (28,810) -- Deferred income taxes (163) -- Minority interest in subsidiary (8,079) -- ----------- ----------- Net Cash Used by Operating Activities (715,670) (1,277,646) ----------- ----------- Cash Flows from Investing Activities: Capital Expenditures (116,696) (46,713) Cash acquired with acquisition 72,819 -- Investment in subsidiary (508,350) -- ----------- ----------- Net Cash Used by Investing Activities: (552,227) (46,713) ----------- ----------- Cash Flows from Financing Activities: Advances from related parties 1,325,092 352,798 Payments on lease obligation -- (4,060) Proceeds from convertible notes payable -- 1,255,000 Payments on note payable bank (17,094) -- Payments to related parties (40,145) (278,049) ----------- ----------- Net Cash Provided by Financing Activities 1,267,853 1,325,689 ----------- ----------- Increase (decrease) in Cash and Cash Equivalents (44) 1,330 Cash and Cash Equivalents, Beginning of Period 34,299 2,228 ----------- ----------- Cash and Cash Equivalents, End of Period $ 34,255 $ 3,558 =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 4 SOLPOWER CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 1999 (UNAUDITED) AND 1998 (UNAUDITED) (CONTINUED)
2000 1999 -------- -------- Supplemental Information: Cash Paid For: Interest $ 4,474 $ -- Income Taxes $ -- $ -- Non-cash Investing and Financing: Issuance of common shares for lease termination $ -- $ 30,000 Issuance of common shares for license termination $ -- 68,115 Issuance of common shares for services $ -- $120,000 Issuance of warrants pursuant to debt agreements $ 80,000 $ -- Issuance of common shares for settlement costs and interest $ 75,350 $ -- Issuance of common shares pursuant to employment agreements $ 88,433 $ -- Issuance of common shares for equipment $ 35,000 $ -- Issuance of shares for acquisition of customer list and formula $ 19,818 $ -- Issuance of common stock for conversion of debt $995,638 $ --
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 5 SOLPOWER CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED DECEMBER 30, 2000
Additional Common Stock Paid In Accumulated Shares Amount Capital Deficit Total ---------- -------- ---------- ----------- ----------- Balance, March 31, 2000 27,316,066 $273,161 $8,741,730 $(7,032,791) $ 1,982,100 Issuance of common stock for license terminations, interest and equipment 784,625 7,846 306,004 -- 313,850 Issuance of common stock pursuant to employment agreements 210,000 2,100 86,333 -- 88,433 Issuance of common shares in settlement of debt 2,784,373 27,844 764,294 -- 792,138 Issuance of common shares for acquisition 100,000 1,000 18,818 -- 19,818 Issuance of warrant pursuant to debt Agreement -- -- 80,000 -- 80,000 Loss for the nine months ended December 31, 2000 (unaudited) -- -- -- (1,372,982) (1,372,982) ---------- -------- ---------- ----------- ----------- Balance, December 31, 2000 (unaudited) 31,195,064 $311,951 $9,997,179 $(8,405,773) $ 1,903,357 ========== ======== ========== =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS 6 SOLPOWER CORPORATION NOTES TO THE FINANCIAL STATEMENTS FOR THE NINE MONTH PERIOD ENDING DECEMBER 31, 2000 NOTE 1 - BASIS OF PREPARATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. These statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended December 31, 2000 are not necessarily indicative of the results that may be expected for the year ended March 31, 2001. The unaudited consolidated financial statements should be read in conjunction with the audited financial statements and footnotes thereto for the year ended March 31, 2000 included in the Company's report on Form 10-KSB. NOTE 2 - REAL ESTATE LEASE On December 15, 2000, the Company entered into an Amendment to Lease for 2,739 sq. ft of additional office space at its existing production facility in Phoenix, Arizona, commencing March 1, 2001. The Amendment to Lease also grants the Company an option to renew the lease for an additional 5 years at the expiration of the current lease term on August 31, 2002, for both the production facility and the additional office space. The base monthly rental for both the production and office space is approximately $5,500, plus CAM charges and property rental tax. On December 22, 2000, the Company gave notice to terminate its lease for 1,364 feet of office space for its executive offices in Scottsdale, Arizona. The lease will terminate on March 31, 2001. NOTE 3 - CONVERTIBLE NOTES On September 18, 2000, the Company issued a $500,000 Convertible Promissory Note to Dominion Capital Pty Ltd. of which $330,000 has been funded to the Company at December 31, 2000. The note matures on September 18, 2001, is convertible into common shares of the Company at the lesser of the market price on the date conversion notice is given to the Company or $0.40 per share for the amount of principal outstanding at conversion. The note bears interest at 8% percent per annum payable quarterly in arrears. NOTE 4 - ACQUISITION OF E*COR On December 22, 2000, the Company entered into an agreement to purchase the E*COR enzyme division of Perix Industries, Inc., of California. The Company issued 100,000 restricted shares of common stock to Perix in consideration for enzyme inventory, existing contracts and outstanding contract bids, brand names and proprietary formula. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS NINE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO NINE MONTHS ENDED DECEMBER 31, 1999 Revenues for the nine months ended December 31, 2000 were $738,708 as compared to revenues of $166,784 for the nine months ended December 31, 1999. The increase in revenues resulted primarily from improved fuel additive sales in several expanding regional markets of $89,079 and the inclusion of our subsidiary's refrigerant sales of $482,845 for the three months ending December 31, 2000. Cost of sales as a percentage of revenues decreased from 103.8% for the nine months ended December 31, 1999 to 77.7% for the nine months ended December 31, 2000. This decrease is primarily attributable to the gross profit on refrigerant sales included in the nine months ended December 31, 2000. General and administrative costs were $1,460,794 for the nine months ended December 31, 2000 compared to $1,773,367 for the nine months ended December 31, 1999. The decrease of $312,573, or 17.6% was due to a decrease in expenses associated with administration and a reduction other non-recurring expenses associated with a reorganization of operations. We experienced a net loss of $1,372,982 for the nine month period ended December 31, 2000 as compared with a net loss of $1,779,912 for the nine month period ended December 31, 1999. The 22.8% decrease was due to increased sales and gross margin on our subsidiary's sales, a reduction in marketing and administrative personnel and other reorganization efficiencies. The decrease in net loss would have been greater except for the increased amortization of intangible assets amounting to $240,000. THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 1999 Revenues for the three months ended December 31, 2000 were $425,626 as compared to revenues of $93,527 for the three months ended December 31, 1999. The 355% increase in revenues resulted primarily from inclusion of our subsidiary's refrigerant sales of $369,195 for the three months ending December 31, 2000. Cost of sales as a percentage of revenues increased from 76.1% for the three months ended December 31, 1999 to 77.3% for the three months ended December 31, 2000. This increase is primarily attributable to the fuel additive fixed production costs in relation to the revenue generated for the three months ended December 31, 2000. General and administrative costs were $582,686 for the three months ended December 31, 2000 compared to $574,069 for the three months ended December 31, 1999. The increase of $8,617, or 1.5%, was immaterial. 8 We experienced a net loss of $415,019 for the three months ended December 31, 2000 as compared with a net loss of $551,780 for the three months ended December 31, 1999. The 24.8% decrease was due to gross profit on our subsidiary's sales and a reduction in marketing and administrative personnel and other reorganization efficiencies. This decrease in net loss would have been greater except for the increase in amortization of intangible assets amounting to $120,000. LIQUIDITY AND CAPITAL RESOURCES At December 31, 2000, we had cash and cash equivalents of $34,255 as compared to $3,558 at December 31, 1999. Cash utilized in operations was $715,670 for the nine months ending December 31, 2000, as compared to $1,277,646 for the comparative prior year period. The decrease of $561,976 of cash utilized in operations was primarily attributable to a decrease in our net loss. We utilized $552,227 cash in investing activities for the nine month period ended December 31, 2000 as compared to $46,713 for the nine months ended December 31, 1999. The primary use of cash in investing activities for the current year related to the acquisition of an interest in a subsidiary. Cash flow provided from financing activities of $1,267,853 for the nine months ended December 31, 2000 resulted primarily from net advances from related parties. This compares to $1,325,749 of cash flow generated during the nine months ended December 31, 1999 from net advances from related parties and convertible notes payable that were subsequently converted to equity. We anticipate future liquidity needs for product production and operations will be met through increased product sales supplemented by equity and debt financing primarily from our major shareholder, Dominion Capital Pty Ltd. PART II OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES On November 16, 2000, we issued 30,000 shares of common stock to Mark Robinson and 30,000 shares of common stock to James Hirst as stock grants pursuant to the terms of their employment agreements. The shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. On September 18, 2000, we issued a Nonnegotiable Secured Convertible Promissory Note in the amount of $500,000 to Dominion Capital Pty Ltd. The note bears interest at the rate of eight percent per annum and interest is payable quarterly. The note is due September 18, 2001, but may be called for prepayment at the option of the holder with a 30-day notice. The note is convertible at the option of the holder upon 30-day notice into shares of Solpower's common stock at a conversion price equal to the lesser of (a) market price at the date of notice of conversion or (b) $0.40 per share. The note was issued in reliance on the exemption from registration of the security provided by Section 4(2) of the Securities Act. 9 On December 19, 2000, we agreed to issue 100,000 shares of our common stock to Perix Industries, Inc. in consideration for the purchase of assets comprising its E*COR division. The 100,000 shares issued in exchange for the assets were valued at $19,816. The shares were issued in reliance on the exemption from registration of such shares as provided by Section 4(2) of the Securities Act. On December 20, 2000, we agreed to issue a total of 375,000 shares of common stock and warrants to purchase 250,000 shares of common stock in cancellation of $189,795 of debt owing to Dominion Capital, Inc. Of the shares issued, 125,000 were issued to Trond Matteson and 250,000 shares were issued to Dominion Capital, Inc. All warrants were issued to Dominion Capital, Inc., are exercisable at $0.40 per share and expire on December 31, 2002. The shares and warrants were issued in reliance on the exemption from registration of these securities provided by Section 4(2) of the Securities Act. On December 29, 2000, we agreed to issue 1,060,000 shares of our common stock to Bell Capital Corporation. The shares were issued for consideration of cancellation of $265,000 of debt. We also agreed to register these shares for resale. The shares were issued on reliance on the exemption from registration of the shares provided by Section 4(2) of the Securities Act. On December 29, 2000, we agreed to issue 482,260 shares of our common stock to Dominion Capital Pty Ltd. The shares were issued for consideration of cancellation of $120,565 of debt. We also agreed to register these shares for resale. The shares were issued on reliance on the exemption from registration of the shares provided by Section 4(2) of the Securities Act. On December 29, 2000, we agreed to issue 420,000 shares of our common stock to Intavest Pty Ltd. The shares were issued for consideration of cancellation of $105,000 of debt. We also agreed to register these shares for resale. The shares were issued on reliance on the exemption from registration of the shares provided by Section 4(2) of the Securities Act. On December 29, 2000, we agreed to issue 16,993 shares of our common stock to Kurt Kramarenko. The shares were issued for consideration of cancellation of $4,248 of debt. We also agreed to register these shares for resale. The shares were issued on reliance on the exemption from registration of the shares provided by Section 4(2) of the Securities Act. On December 29, 2000, we agreed to issue 35,826 shares of our common stock to Fraser Moffat. The shares were issued for consideration of cancellation of $8,957 of debt. We also agreed to register these shares for resale. The shares were issued on reliance on the exemption from registration of the shares provided by Section 4(2) of the Securities Act. On December 29, 2000, we agreed to issue 394,294 shares of our common stock to Bio Engineering Pty Ltd. The shares were issued for consideration of cancellation of $98,573 of debt. We also agreed to register these shares for resale. The shares were issued on reliance on the exemption from registration of the shares provided by Section 4(2) of the Securities Act. 10 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Solpower's Annual Meeting of Shareholders was held on December 11, 2000. Proxies were solicited for votes on matters proposed at the meeting in accordance with Regulation 14A promulgated under the Securities Exchange Act of 1934. Solpower's Proxy Statement for Annual Meeting of Shareholders was filed with the Securities and Exchange Commission on November 13, 2000. The record date to determine shareholders eligible to vote at the meeting was October 31, 2000. As of this record date, 28,250,691 shares of common stock were outstanding and eligible to be voted on matters before the meeting. At the meeting, holders of 19,844,382 shares were present in person or by proxy, which constituted a quorum. The first matter submitted for vote by the shareholders was the election of Fraser M. Moffat, III, Peter D. Voss, Mark S. Robinson, James H. Hirst, Jerry W. Goddard and Naoya Yoshikawa as the directors of Solpower. A total of 19,505,952 shares were voted for each of these candidates and 204,130 against. As a result of the vote, all candidates were elected to serve on Solpower's Board of Directors until the next annual meeting of shareholders or until their successors are elected and qualified. The second matter submitted to the shareholders was for approval of an amendment to Solpower's Articles of Incorporation increasing the number of shares of common stock Solpower may issue from 30,000,000 to 100,000,000. A total of 19,531,652 shares were voted for approval of the amendment and 258,430 were voted against. As a result of the vote, the amendment to the Articles of Incorporation was approved. The third matter submitted to the shareholders was for approval of an amendment to Solpower's Stock Option and Incentive Plan ("PLAN"). The amendment to the Plan provided that the number of shares of common stock subject to issuance under the Plan would be increased from 2,500,000 to 5,000,000. A total of 19,578,799 shares were voted in favor of the amendment and 257,930 against. As a result of the vote, the amendment of the Plan was approved. The final matter submitted to the shareholders was for the ratification of the retention of Semple & Cooper, LLP as Solpower's independent auditors. A total of 19,575,952 shares were voted in favor of retention and 204,130 against. As a result of the vote, the retention of Semple & Cooper, LLP as the independent auditors of Solpower was approved. No other matters were voted on at the meeting. ITEM 5. OTHER INFORMATION In December 2000, we formed a new Enzyme Products Division. This division will focus on the development and marketing of enzyme technologies with potential commercial value. Stephen J. Kraynak was appointed as vice president to head this division. Mr. Kraynak holds a B.S. in chemical engineering and has over 25 years experience in the area of environmental and water management. 11 On December 22, 2000, we acquired from Perix Industries, Inc. ("PERIX INDUSTRIES") assets comprising Perix Industries' E*COR division. These assets will be operated by our Enzyme Products Division. The assets include rights to the E*COR name and the ezKLEAN(TM), soilKLEAN(TM) and petroKLEAN(TM) trademarks, inventory, proprietary formula, customer lists and contracts. The KLEAN(TM) product line consists of enzyme based products utilized for cleaning, degreasing, odor control, soil and groundwater remediation, waste water treatment and petroleum deposit removal. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS. 10.28 Nonnegotiable Secured Convertible Promissory Note in the principal amount of $500,000 dated September 18, 2000 issued by Solpower Corporation to Dominion Capital Pty Ltd. 10.29 Amendment to Lease between Arizona Industrial Capital, LP and Solpower Corporation dated December 15, 2000. 10.30 Agreement for the Sale of Assets between Perix Industries, Inc. and Solpower Corporation dated December 19, 2000. 10.31 Letter Re: Settlement of Client Services Account Agreement between Dominion Securities, Inc. and Solpower Corporation dated December 20, 2000. 10.32 Letter Re: Agreement for Conversion of Debt into Shares between Bell Capital Corporation and Solpower Corporation dated December 29, 2000. 10.33 Letter Re: Agreement for Conversion of Debt into Shares between Dominion Capital Pty Ltd. and Solpower Corporation dated December 29, 2000. 10.34 Letter Re: Agreement for Conversion of Debt into Shares between Intavest Pty Ltd. and Solpower Corporation dated December 29, 2000. 10.35 Letter Re: Agreement for Conversion of Debt into Shares between Kurt Kramarenko and Solpower Corporation dated December 29, 2000. 10.36 Letter Re: Agreement for Conversion of Debt into Shares between Fraser Moffat and Solpower Corporation dated December 29, 2000. 10.37 Letter Re: Agreement for Conversion of Debt into Shares between Bio Engineering Pty Ltd. and Solpower Corporation dated December 29, 2000. (b) REPORTS ON FORM 8-K. During the three month period ended December 31, 2000, Solpower filed one report on Form 8-K and one on Form 8-K/A. The Form 8-K was filed on September 13, 2000 and the Form 8-K/A was filed on November 16, 2000. Both of these reports related to Solpower's acquisition of 50% of the outstanding stock of Protocol Resource Management, Inc. 12 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed by the undersigned, thereunto duly authorized. SOLPOWER CORPORATION (Registrant) Dated: February 20, 2001 By /s/ James H. Hirst --------------------------------- James H. Hirst Secretary/Treasurer 13 EX-10.28 2 ex10-28.txt NONNEGOTIABLE SECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.28 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER APPLICABLE SECURITIES LAWS OR IF AN EXEMPTION THEREFROM IS AVAILABLE. THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF ARE TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED IN THE NOTE AGREEMENT REFERRED TO HEREIN. A COPY OF THE NOTE AGREEMENT WILL BE PROVIDED TO THE REGISTERED HOLDER HEREOF UPON REQUEST TO THE COMPANY. NONNEGOTIABLE SECURED CONVERTIBLE PROMISSORY NOTE $500,000 United States Issued: September 18, 2000 Principal Amount Maturity Date: September 18, 2001 FOR VALUE RECEIVED, Solpower Corporation., a Nevada corporation ("Company"), hereby promises to pay to Dominion Capital Pty Ltd., an Australian corporation (the "Note Holder"), the principal amount ("Principal Amount") of Five Hundred Thousand Dollars ($500,000) together with interest thereon calculated in U.S. dollars at the rate of 8% per annum, according to the following terms and conditions. This instrument is not negotiable or assignable by Note Holder except to a Permitted Transferee as defined below. All references to currency herein refer to United States Dollars. 1. GENERAL TERMS. The principal and accrued interest shall be repayable at the demand of Note Holder following thirty (30) days written notice to Company. In any event, all unpaid portions of the Principal Amount and accrued interest and unpaid interest remaining on this Note shall be due and payable no later than September 18, 2001. Commencing from the date of this Note and unless sooner discharged in accordance with Section 2 below, simple Interest on this Note shall accrue on the unpaid Principal Amount, which interest shall be payable quarterly in arrears. The Principal Amount and Interest payable hereunder shall be paid in lawful money of the United States to Note Holder at such place as Note Holder may designate in writing. This Note of the Company in the aggregate principal amount of $500,000.00 issued under and pursuant to the terms and provisions of the Note Agreement, dated as of September 18, 2001, entered into by the Company and the Note Holder and this Note and the holder hereof is entitled under the Note Agreement to all the benefits provided for thereby or referred to therein, to which Note Agreement reference is hereby made for the statement thereof. 2. REPAYMENT. (a) PREPAYMENT. The Company shall be entitled at any time to prepay any or all of the Principal Amount and accrued and unpaid Interest owed hereunder without penalty upon thirty (30) days written notice to Note Holder. Any prepayment shall be credited first to accrued Interest and then to the aggregate unpaid Principal Amount. Interest shall thereupon cease to accrue upon the Principal Amount so paid. (b) INTEREST AND PRINCIPAL REPAYMENT. Notwithstanding any payment made by Company in accordance with Section 1 above, accrued interest on the Principal Amount and the Principal Amount shall be repayable in twelve (12) months from the date of issue of this Note. (c) CONVERSION OF PRINCIPAL. Subject to and upon compliance with the provisions of the Note Agreement dated September 18, 2000, the Note Holder shall have the right and option at any time on or before September 18, 2001, to convert the Principal Amount hereof or any portion hereof into fully paid nonassessable shares of Common Stock of the Company, without penalty upon thirty (30) days written notice to Company, at the option of the Note Holder into common stock of the Company at the issue price per common share that is the lesser of the market price of Company's common shares on the date notice of conversion is delivered to Company or $0.40 per common share. Such conversion price is subject to adjustment in certain events as more fully set forth in the Note Agreement. No interest will be payable upon conversion of the Note. 3. DEFAULT. For purposes of this Note, a "Default" shall be deemed to have occurred upon any of the following events: (a) A failure by Company to pay any principal or interest owing under this Note when due on the Maturity Date which shall not have been cured within twenty (20) days of receipt of a notice from Note Holder specifying the alleged Default or failure; or (b) Should Company shall make an assignment for the benefit of creditors, or a receiver of Company's property shall be appointed, or if a petition in bankruptcy or other similar proceeding under law for relief of debtors shall be filed by or against Company. Provided, however, that no delay or omission on the part of Note Holder in exercising any right hereunder shall operate as a waiver of such right or of any right under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. Except as set forth in this Section 3, Company hereby expressly waives any presentment, demand, protest, notice of protest or other notice of any kind and hereby expressly waives and covenants not to assert any appraisement, stay, extension, redemption or similar laws, now or at any time hereafter enforce, which might delay, prevent or otherwise impede the enforcement of this Note. 4. COLLATERAL. The obligations under this Note are secured by the delivery by Company to Note Holder of this Convertible Note in the principal amount of Five Hundred Thousand Dollars ($500,000), maturing on September 18, 2001, and convertible at any time before maturity, subject to and upon compliance with the provisions of the Note Agreement dated September 18, 2000. 5. REMEDIES. Upon the occurrence of a Default and unless such Default shall have been cured in accordance with the terms of this Note, the Note Holder may declare the entire unpaid Principal Amount, and all Interest accrued thereon, immediately due and payable and shall be entitled to exercise all rights or remedies available to Note Holder under the Note Agreement, and to any and all 2 rights or remedies at law or in equity. The rights or remedies available to Note Holder under the Note Agreement and under this Note shall be cumulative and in addition to any other rights or remedies that Note Holder may be entitled to pursue at law or in equity. The exercise of one or more of such rights or remedies shall not impair Note Holder's right to exercise any other tight or remedy at law or in equity. Notwithstanding the occurrence of a Default or the Note Holder's exercise of any of its rights or remedies hereunder, until such time as Note Holder receives payment in full of all amounts due hereunder, Interest will continue to accrue on the Principal Amount at the Interest rate charged hereunder. 6. ASSIGNMENT. The rights and obligations of the parties hereunder shall not be assignable by either party without the consent of the other except Note Holder may assign its rights to a Permitted Transferee. For purposes hereof a Permitted Transferee, shall be a corporation, partnership or other entity, which is a successor by merger, reorganization, consolidation or similar corporate transaction or in the case of the dissolution or liquidation of the Note Holder, the successor to the Note Holder or the previous Permitted Transferee the same by will, the laws of intestate succession or the corporate laws of the State of Arizona. To the extent such assignments are allowed, the provisions of this Note shall be binding upon and inure to the benefit of the parties hereto and their respective designees, heirs, legal representatives, successors and assigns, to the extent provided herein. 7. COSTS. Company shall pay, on demand, any and all costs and expenses, including reasonable attorneys' fees, incurred by Note Holder in connection with a Default and the collection of any portion of the Principal Amount and Interest accrued thereon. 8. OFFSET. The amounts due under this Note are not subject to reduction or offset for any claims of Company or its successors or assigns against Note Holder or any third party. 9. NO CONTINUING WAIVER. The waiver of a Default shall not constitute a continuing waiver or a waiver of any subsequent Default. Company hereby waives presentment, demand, dishonor and notice of nonpayment. 10. NOTICE. All notices, requests, consents and other communications which may be desired or required hereunder shall be in writing, and shall be deemed to have been duly given on the date of delivery if delivered in person to the party named below, or three (3) days after mailing if deposited in the United States mail, first class, registered or certified mail, return receipt requested, with postage prepaid, addressed as follows: If to Company: Solpower Corporation 7309 East Stetson Drive Suite 102 Scottsdale, AZ 85251 Attention: Mr. Mark Robinson Telecopier: 480.947.6324 3 If to Note Holder: Dominion Capital Pty Ltd. 39 De Havilland Road Mordialloc 3195 Victoria, Australia Attention: Peter Voss Telecopier: 61.3.9596.7573 11. SEVERABILITY. If any provision of this Note or the application thereof to any person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Note and the application of any such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 12. INTERPRETATION OF DOCUMENT. The parties hereto acknowledge and agree that this Note has been negotiated arms length and between parties equally sophisticated and knowledgeable in the matters dealt with in this Note. Each party has had access to counsel of their selection. Accordingly, any rule of law, court decision or other legal precedent that would require interpretation of any ambiguities in this Note against the party that has drafted it is not applicable and is waived. 13. GOVERNING LAW AND VENUE. This Note and the rights and obligations of the parties hereunder and the persons subject hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of Arizona, without giving effect to the choice of law principles thereof. Each party agrees that any proceeding relating to this Note shall be brought in a state court in Maricopa County and each party consents to personal jurisdiction in any such action brought in any such court. SOLPOWER CORPORATION, a Nevada corporation By: /s/ Mark Robinson ------------------------------------- Name: Mark Robinson Title: President and Chief Executive Officer 4 EX-10.29 3 ex10-29.txt LEASE AMENDMENT Exhibit 10.29 AMENDMENT TO LEASE THIS AMENDMENT TO LEASE ("the Amendment") is made and entered into as of the 15TH day of December, 2000 by and between Arizona industrial Capital, LP, a California limited partnership (referred to herein as the "Lessor") and Solpower Corporation, a Nevada Corporation (the "Lessee"), with reference to the following facts: A. Lessor, as Lessor, and Lessee as successor in interest to Virtual Technologies Inc., as Lessee, entered into that certain Standard Industrial Lease (the "Original Lease") dated August 25th, 1997, the Addendum to the Lease dated October 20th, 1997 (collectively, the "Lease") with reference to the lease of the premises described therein in an industrial building commonly known as 4247 W. Adams, Suite 2, Phoenix, Arizona (the "Original Premises"). Lessee has remained, and currently is, in possession of the Original Premises. Lessor and Lessee now desire to amend the Lease to (among other things) add 2,739 sq. ft. in 4247 W. Adams, Suite 1, Phoenix, Arizona to the premises occupied by Lessee on the terms and conditions set forth in this Amendment. B. Lessor and Lessee now desire to amend and restate certain provisions of the Lease NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, Lessor and Lessee hereby agree as follows: 1. ADDITIONAL PREMISES. Lessor and Lessee agree to do and do hereby amend the Lease to add the additional premises described as 4247 W. Adams, Suite 1, Phoenix, Arizona comprising approximately 2,739 square feet of space more particularly identified as the marked area shown on Exhibit "A" attached hereto and indicated herein by this reference (the "Additional Premises") to and as part of the Original Premises. The Additional Premises is hereby leased by Lessor to Lessee for eighteen (18) months commencing March 1st, 2001 and expiring August 31st, 2002 subject to the conditions and limitations of the Lease as modified and amended by this Amendment. The Original Premises and the Additional Premises are referred to herein, collectively, as the "Premises". 2. BASE RENT AND OTHER CHARGES. In addition to paying the Base Rent for the Original Premises Lessee agrees: (a) Lessee shall pay in advance, to Lessor, as Base Rent for the Additional Premises, during the Lease Term, without any offset or deduction including all CPI increases, on the first day of each month, the amount $1,588.62 commencing with the payment due March 1st, 2001, and continuing thereafter monthly on the first of each month of the Lease Term. For the entire duration of the Lease Term, Lessee shall continue to be obligated to make, and shall make, in addition to payment of Base Rent in the time and manner provided for in the Lease, all sums payable as additional rent under the terms of the Lease, and all other amounts chargeable to or payable by the Lessee under the terms of the Lease with respect to the entire Premises including without limitation the Additional Premises. 3. OPTION TO EXTEND. Lessor hereby grants to Lessee the option to extend the term of this Lease for 1 additional 60 month period commencing when the prior term expires upon each and all of the following terms and conditions: (a) Lessee gives to Lessor, and Lessor actually receives on a date that is prior to the date that the option period would commence (if exercised) by at least 6 and not more than 9 months, a written notice of the exercise of the option to extend this Lease for said additional term, time being of the essence. If said notification of the exercise of said option is not so given and received, the option shall automatically expire. (b) The provisions of paragraph 13, including the provision relating to default of Lessee set forth in paragraph 39.1 of this Lease are conditions of this Option; (c) All of the terms and conditions of this Lease except where specifically modified by this option shall apply; (d) The monthly rent for each month of the option period shall be calculated as the then fair market value as reasonably determined by Lessor. In no event shall the option rent be less than the prior term rent plus ten percent (10%). 4. ESTOPPEL. As a material inducement and consideration to Lessor to execute and deliver this Amendment, Lessee represents and warrants to Lessor the truth of the following statements: (i) n/a; (ii) the Lease as modified by this Amendment constitutes the entire agreement between Lessor and Lessee with respect to the Premises, is presently in full force and effect, and has not been further modified, changed, altered, assigned, supplemented or amended in any respect; (iii) as of the date of this Amendment, Lessee has not assigned encumbered or hypothecated its interest in the Lease; (iv) the Lease is the only lease agreement, written or oral, between Lessee and Lessor affecting or relating to the Premises; (v) no one except Lessee and Lessee's employees occupies the Premises; (vi) Lessee has no offsets, claims or defenses to the enforcement of the Lease; (vii) no actions, whether voluntary or otherwise, are pending against Lessee under the bankruptcy laws of the United States or any state thereof; (viii) as of the date hereof, and to the best of Lessee's and Lessor's knowledge, after due inquiry, Lessor and Lessee are not in default under the Lease and have not committed any breach of the Lease; no event has occurred which but for the passing of time or for the giving or receipt of notice, or both, would constitute a default under the Lease; and no notice of default has been given under the Lease; (ix) to the best of Lessee's knowledge, the use, maintenance and operation of the Premises comply with all applicable federal, state, county or local statutes, laws, rules and regulations of any governmental authorities relating to environmental, health or safety matters (collectively, "Environmental Laws"); the Premises have not been used and Lessee does not plan to use the Premises for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any petroleum product or any toxic or hazardous chemical, material, substance, pollutant or waste; Lessee has not received any notices, written or oral, of violation of any Environmental Laws or of any allegation which, if true, would contradict anything contained in this Amendment and there are no writs, injunctions, decrees, orders or judgments outstanding, and no lawsuits, claims, proceedings or investigations pending or threatened against Lessee, relating to the use, maintenance or operation of the Premises, nor is Lessee aware of a basis for any such proceeding; (x) all obligations of Lessor under the Lease to construct improvements on, and to make repairs to, the Premises have been performed by Lessor and accepted by Lessee, and Lessee has no claims against Lessor in connection therewith. 5. CONTINUATION OF LEASE: ENTIRE AGREEMENT. Except as hereby expressly amended, the terms and conditions of the Lease shall continue in full force and effect and the Lease is hereby ratified and affirmed. Nothing herein contained alters or amends any required consents or approval required under the terms of the Lease in connection with any sublease or assignment. Submission of this Amendment by one party to another shall have no legal significance and is not an offer that may be accepted; this Amendment shall become effective only upon mutual execution and delivery hereof by all parties and contemplated signatory hereof. 2 6. NOTICES. Any notice, request or other communication to be given by any party hereunder shall be in writing and shall be sent by registered or certified mail, postage prepaid, by overnight courier guaranteeing overnight delivery or by facsimile transmission, to the following address; To Lessor: Arizona Industrial Capital LP c/o Cohen Asset Management, Inc. Attn: Bradley Cohen 433 North Camden Drive Suite 800 Beverly Hills, California 90210 Phone: 310-860-0598 Fax: 310-860-0599 with a copy to: Leigh Morris Advisors LLP 11911 San Vicente Blvd., Suite 345 Los Angeles, CA 90049 Phone: 310-472-4111 Fax: 310-472-5433 To Lessee: Solpower Corporation Att: Jim Hirst 4247 W. Adams Street, Suite 2 Phoenix, AZ 85009 Phone: 602-447-9979 Fax: 602-447-9917 IN WITNESS WHEREOF, Lessor and Lessee have executed and delivered this Second Amendment to Lease as of the day and year first above written. LESSOR: ARIZONA INDUSTRIAL CAPITAL LP A California Limited Partnership By: ARIZONA INDUSTRIAL CAPITAL, INC. A California Corporation, its General Partner By: /s/ Bradley Cohen ----------------------------------------- Bradley Cohen Its: President ------------------------------------ LESSEE: SOLPOWER CORPORATION A Nevada Corporation By: /S/ James H. Hirst ----------------------------------------- Its: Secretary/Treasurer ------------------------------------ 3 EXHIBIT A [FLOORPLAN OF ORIGINAL PREMISES] 4 EX-10.30 4 ex10-30.txt SALE OF ASSETS AGREEMENT Exhibit 10.30 AGREEMENT FOR THE SALE OF ASSETS This Agreement is entered into upon execution by and between PERIX INDUSTRIES, INC., a California corporation, with its offices at 2130 East Orangewood Avenue, Anaheim, California 92806-6108 (hereinafter referred to as "Seller") and SOLPOWER CORPORATION, a Nevada corporation, with its headquarters located at 7309 East Stetson Drive, Suite 102, Scottsdale, Arizona, 85251 (hereinafter referred to as "Buyer"). Seller is the owner and operator of an enzyme products division known and doing business as E*COR and desires to sell all assets of E*COR (hereinafter referred to as the "Business"). Buyer desires to purchase from the Seller the aforesaid Business, free of all obligations and liabilities. In consideration of the mutual terms, conditions and covenants hereinafter set forth Seller and Buyer agree as follows: 1. Seller shall sell to Buyer the Business owned and operated by the Seller. Such sale shall include the assets as shown in Schedule "A" and Schedule "B" attached hereto, which shall also include : goodwill; assignment of trade names, trademarks and copyrights, web sites and domain names,all sales and client records pertaining to the operations of the Business, except those necessary for tax filing and record retention purposes; and copies of all contracts between the Business and third parties. 2. All accounts payable, liabilities and obligations incurred by Seller in the conduct of the Business up to the date of closing shall be the responsibility of the Seller, except the invoice to Copytron in the approximate amount of $1,300, and Seller shall hold the Buyer harmless against such amounts. Buyer is not acquiring, directly, any of Seller's liabilities by operation of law or otherwise. 3. The purchase price for the assets transferred pursuant to Agreement and Schedule "A & B" is One Hundred Thousand (100,000) common shares in the capital stock of Buyer. Payment shall be made upon signing of this Agreement by delivery of a share certificate registered in the name of Seller. 4. Until the closing date Seller agrees to conduct the Business in the same manner in which it has heretofore been conducted. 5. Seller shall not for a period of five (5) years from the closing date through any entity in which Seller has an ownership or management interest or control: (a) Compete, either directly or indirectly, with the Business for the products and services provided by the Business as of the date of closing. 1 (b) Solicit any individuals or businesses who were customers of the Seller prior to closing or disclose any information about said customers to any person, company or other legal entity. (c) Directly or indirectly, induce, or attempt to influence, any employee of the Business to terminate their employment. 6. Seller represents and warrants to Buyer: (a) All assets transferred pursuant to this Agreement, except as otherwise noted on Schedule "A", are free of any and all liens, security interests, claims and encumbrances. (b) Seller is not in breach or default of any contract, lease or other commitment to be assigned pursuant to this Agreement and will not commit a breach or act of default to the date of closing. (c) Seller makes no representation or warranty as to the future conduct of the Business and the continued relationship with the customers of the Business. (d) Other than those attached to this Agreement there are not outstanding leases; employment agreements; employee pension, retirement or union agreements to be assumed by Buyer. (e) Seller has not engaged a broker for the sale represented by this Agreement. Each party hereto agrees to indemnify and hold the other harmless from any broker's or finder's fee or alleged broker's or finder's fee incurred by the other party, or any claim by any party that the other entered into an agreement for a broker's or finder's fee. (f) All inventory transferred herein is sold as is, no implies or expressed warranties exist. (i) No special consents are required to carry out transactions contemplated by the Agreement. THE ABOVE REPRESENTATIONS AND WARRANTIES SHALL SURVIVE CLOSING. 7. Buyer agrees to indemnify and hold Seller harmless from any liability arising out of any agreement or commitment initiated by Seller and which is continued by Buyer after the date of closing. 8. Closing shall take place on December, 2000 at the office of Buyer. 9. Each party must from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. 2 10. This Agreement, which term as used throughout includes the Schedule attached hereto, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. THE PARTIES hereto have executed this AGREEMENT FOR THE PURCHASE OF ASSETS on the day of December 2000, at Scottsdale, Arizona, USA. SELLER: PERIX INDUSTRIES By: /s/ James G. Reinmuth ------------------------------------- Its: Chairman ------------------------------------ BUYER: SOLPOWER CORPORATION By: /s/ Mark Robinson ------------------------------------- Its: CEO ------------------------------------ 3 SCHEDULE "A" LIST OF ASSETS OF PERIX INDUSTRIES, INC. DBA, E*COR SOLD TO SOLPOWER CORPORATION: 1. The E*COR web site and all pertaining literature, materials, designs and domain names. All transfer cost will be paid by Buyer. 2. All active contracts and purchase orders, with the continuation of projects, as follows: (a) Hannibal Industries. First phase total proposal - $8,300 less $1,478.50 billed 11/21/00. (b) Delta Environmental ARCO Station #3006, total proposal - $6,200 less $1,000 billed 12/15/00. (c) Delta Environmental ARCO Station #35308, total proposal - $5,200 less $1,000 billed 12/15/00. (d) EPI Tacoma site. All future work to be assigned to Buyer. Currant contract to be collected by Perix. (e) Secor ARCO Station, contract value $1,000. (f) Signal Hill project committed but not purchased, contract value $60,000. 3. All contacts, past clients and targeted future clients. 4. All customer and prospect files. 5. All enzyme and supplies in inventory as of the closing related to the business approximate cost $30,000. 6. Exclusive rights to the name E*COR and its brand names EZKLEAN(TM), SOILKLEAN(TM), and PETROKLEAN(TM). 7. Environmental approval from the State of Florida and Clean Air Solvent Certificate for SCAQMD (expires 02/01/05) No claim is made to the status of the approval. 8. PETROKLEAN(TM) proprietary formulation and trademark. 4 SCHEDULE "B" PERIX INDUSTRIES E*COR INVENTORY AS OF 12-15-00
SIZE ------------------------- PRODUCT # MEASURE QUANTITY TOTAL QUANTITY COST TOTAL COST - ------- --- ------- -------- -------------- ---- ---------- HC Zyme 55 Gal. 1 55 $ 3 $ 165 HR 2000 SOILKLEAN 5 Gal. 1 5 $18 $ 90 55 Gal. 18 990 $18 $ 17,820 Bactozyme (Blue) 5 Gal. 4 20 $ 3 $ 60 WT 2000 ezKLEAN 55 Gal. 9 495 $13 $ 6,435 Empty Containers 5 Gal. Buckets 39 39 $ 5 $ 195 1 32 oz. spray bottle 80 80 $ 2 $ 160 1 Plastic bottle 94 94 $ 2 $ 188 -------- Misc.* See notes $ 3,000 GRAND TOTAL $ 28,113
NOTES: 1/2 x 55 gal. Drum soilKLEAN on rack 3/4 x 55 gal. Drum ezKLEAN on rack 2-5 gallon of petro-KLEAN Moisture analyzers (1) Sight gauges (4) Drum cradles (4) Drum forklift adapter (1) 2 plastic boxes w/lids soil testing 4 empty plastic drums. ALL THE ABOVE PRODUCTS ESTIMATED AT $3,000 Inventory completed by: Jan Northcutt ---------------------------------------- 5 EX-10.31 5 ex10-31.txt LETTER RE: ACCOUNT AGREEMENT DATED 12/20/2000 Exhibit 10.31 December 20, 2000 Dominion Securities, Inc. 7835 East Redfield, #200 Scottsdale, AZ 85260 Attention: Mr. Trond Matteson, Vice President Dear Trond Re: SETTLEMENT OF CLIENT SERVICES AGREEMENT ACCOUNT BETWEEN DOMINION SECURITIES, INC. AND SOLPOWER CORPORATION Further to our meeting yesterday this letter is to confirm that we have agreed to settle the $189,795 that we currently owe Dominion Capital, Inc. as follows: 1. Payments made to Billingtons and Stillman in January, February and March 2000 in the amount of $35,000 plus the March 2000 billing to Dominion Capital, Inc. of $15,000 for a total of $50,000 payable in 125,000 shares issued at $0.40 per share to Trond Matteson. 2. Billings to Dominion Capital, Inc. for the months of April through part of October 2000 at the rate of $15,000 for a total of $100,000 payable in 250,000 shares issued at $0.40 per share to Dominion Capital, Inc. 3. Billings to Dominion Capital, Inc. for balance of October through December 2000 for a total of $39,795 payable in 250,000 shares issued in the form of a warrant to Dominion Capital, Inc. exercisable at $0.40 per share up to December 31, 2002.. If the above meets with your approval please sign where indicated below and I will proceed with Board of Directors approval and issuance of the shares and warrant. Respectfully /s/ James H. Hirst James H. Hirst Secretary/Treasurer Acknowledged and Agreed this 20th day of December, 2000 DOMINION CAPITAL, INC. Per: /s/ Trond Matteson ----------------------------------- Trond Matteson, Vice President 2 EX-10.32 6 ex10-32.txt LETTER RE: CONVERSION OF DEBT DATED 12/29/2000 Exhibit 10.32 December 29, 2000 Bell Capital Corporation Harbour House P.O. Box 120 Grand Turk Turks & Caicos Islands British West Indies Dear Sirs: Re: AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION (THE "AGREEMENT") Bell Capital Corporation ("Bell") is a creditor of Solpower Corporation ("Solpower"). Solpower hereby agrees to issue 1,060,000 shares of common stock of Solpower (the "Shares") to Bell. The Shares will be duly authorized, validly issued, fully paid, non-assessable, and free of preemptive rights, and will be issued to Bell at a value of $0.25 per share, in full settlement of a bona fide outstanding debt in the amount of $265,000.00 (the "Debt"). Bell hereby agrees that, upon the (a) issuance of the Shares by Solpower, and (b) delivery of the Shares to Bell, free and clear of all liens and encumbrances the Debt will be fully satisfied and extinguished and Bell will remise, release and forever discharge Solpower and its directors, officers, employees, administrators, successors and assigns of and from all manner of actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, claims and demands whatsoever which Bell has ever had, now has, or which its heirs, executors, administrators or assigns, or any of them, can, shall or may have for or by reason of any cause, matter or thing whatsoever existing up to the present time. Bell acknowledges that the issuance of the Shares has not been registered under the Securities & Exchange Act or any state securities law and have not been approved or disapproved by the United States Securities and Exchange Commission ("SEC") or other federal or state regulatory authority. These Shares are issued pursuant to an exemption from registration under the Securities & Exchange Act and are subject to restrictions on resale or transfer. As soon as practicable Solpower, at its sole expense, will use its best efforts to file with the SEC a registration statement on appropriate form registering the Shares for resale (the "Registration"). Solpower shall use its best efforts to cause the registration statement upon which the Shares are registered to become effective and shall keep the registration statement effective and updated for at least two years after the date of this Agreement. Solpower and Bell agree that a) they will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement, b) the provisions herein contained constitute the entire agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether written or verbal, between the parties with respect to the subject matter of the Agreement, c) this Agreement shall be governed and construed in accordance with the laws of the State of Arizona, and d) this Agreement shall inure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed these presents effective this 29th day of December, 2000. SIGNED, SEALED & DELIVERED ) By SOLPOWER CORPORATION in the presence ) of: ) Per: /s/ James H. Hirst, Secretary/Treasurer ---------------------------------- ) (Signature of Authorized Officer) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) SIGNED, SEALED & DELIVERED By ) BELL CAPITAL CORPORATION in the presence) of: ) Per: /s/ D.N.D., Secretary ---------------------------------- ) (Signature of Authorized Officer) - ----------------------------------------) for and on behalf of (Witness) ) Warick Securities Limited ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) 2 EX-10.33 7 ex10-33.txt LETTER RE: CONVERSION OF DEBT DATED 12/29/2000 Exhibit 10.33 December 29, 2000 Dominion Capital Pty Ltd. 7 North Road Brighton 3186 Victoria, Australia Attention: Mr. Peter D. Voss, Managing Director Dear Peter Re: AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION (THE "AGREEMENT") Dominion Capital Pty Ltd., ("Dominion ") is a creditor of Solpower Corporation ("Solpower"). Solpower hereby agrees to issue 482,260 shares of common stock of Solpower (the "Shares") to Dominion. The Shares will be duly authorized, validly issued, fully paid, non-assessable, and free of preemptive rights, and will be issued to Dominion at a value of $0.25 per share, in full settlement of a bona fide outstanding debt in the amount of $120,565.01 (the "Debt"). Dominion hereby agrees that, upon the (a) issuance of the Shares by Solpower, and (b) delivery of the Shares to Dominion, free and clear of all liens and encumbrances the Debt will be fully satisfied and extinguished and Dominion will remise, release and forever discharge Solpower and its directors, officers, employees, administrators, successors and assigns of and from all manner of actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, claims and demands whatsoever which Dominion has ever had, now has, or which its heirs, executors, administrators or assigns, or any of them, can, shall or may have for or by reason of any cause, matter or thing whatsoever existing up to the present time. Dominion acknowledges that the issuance of the Shares has not been registered under the Securities & Exchange Act or any state securities law and have not been approved or disapproved by the United States Securities and Exchange Commission ("SEC") or other federal or state regulatory authority. These Shares are issued pursuant to an exemption from registration under the Securities & Exchange Act and are subject to restrictions on resale or transfer. As soon as practicable Solpower, at its sole expense, will use its best efforts to file with the SEC a registration statement on appropriate form registering the Shares for resale (the "Registration"). Solpower shall use its best efforts to cause the registration statement upon which the Shares are registered to become effective and shall keep the registration statement effective and updated for at least two years after the date of this Agreement. Solpower and Dominion agree that a) they will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement, b) the provisions herein contained constitute the entire agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether written or verbal, between the parties with respect to the subject matter of the Agreement, c) this Agreement shall be governed and construed in accordance with the laws of the State of Arizona, and d) this Agreement shall inure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed these presents effective this 29th day of December, 2000. SIGNED, SEALED & DELIVERED ) By SOLPOWER CORPORATION in the presence ) of: ) Per: /s/ James H. Hirst, Secretary/Treasurer ------------------------------ ) (Signature of Authorized Officer) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) SIGNED, SEALED & DELIVERED ) By DOMINION CAPITAL PTY LTD. in the ) Per: /s/ Peter D. Voss, presence of: Managing Director --------------------------------- ) (Signature of Authorized Officer) ) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) 2 EX-10.34 8 ex10-34.txt LETTER RE: CONVERSION OF DEBT DATED 12/29/2000 Exhibit 10.34 December 29, 2000 Intavest Pty Ltd. 39 De Havilland Road Mordialloc 3195 Victoria, Australia Attention: Mr. Peter D. Voss, Managing Director Dear Peter Re: AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION (THE "AGREEMENT") Intavest Pty Ltd., ("Intavest") is a creditor of Solpower Corporation ("Solpower"). Solpower hereby agrees to issue 420,000 shares of common stock of Solpower (the "Shares") to Intavest. The Shares will be duly authorized, validly issued, fully paid, non-assessable, and free of preemptive rights, and will be issued to Intavest at a value of $0.25 per share, in full settlement of a bona fide outstanding debt in the amount of $105,000.00 (the "Debt"). Intavest hereby agrees that, upon the (a) issuance of the Shares by Solpower, and (b) delivery of the Shares to Intavest, free and clear of all liens and encumbrances the Debt will be fully satisfied and extinguished and Intavest will remise, release and forever discharge Solpower and its directors, officers, employees, administrators, successors and assigns of and from all manner of actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, claims and demands whatsoever which Intavest has ever had, now has, or which its heirs, executors, administrators or assigns, or any of them, can, shall or may have for or by reason of any cause, matter or thing whatsoever existing up to the present time. Intavest acknowledges that the issuance of the Shares has not been registered under the Securities & Exchange Act or any state securities law and have not been approved or disapproved by the United States Securities and Exchange Commission ("SEC") or other federal or state regulatory authority. These Shares are issued pursuant to an exemption from registration under the Securities & Exchange Act and are subject to restrictions on resale or transfer. As soon as practicable Solpower, at its sole expense, will use its best efforts to file with the SEC a registration statement on appropriate form registering the Shares for resale (the "Registration"). Solpower shall use its best efforts to cause the registration statement upon which the Shares are registered to become effective and shall keep the registration statement effective and updated for at least two years after the date of this Agreement. Solpower and Intavest agree that a) they will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement, b) the provisions herein contained constitute the entire agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether written or verbal, between the parties with respect to the subject matter of the Agreement, c) this Agreement shall be governed and construed in accordance with the laws of the State of Arizona, and d) this Agreement shall inure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed these presents effective this 29th day of December, 2000. SIGNED, SEALED & DELIVERED ) By SOLPOWER CORPORATION in the presence ) of: ) Per: /s/ James H. Hirst, Secretary/Treasurer ------------------------------ ) (Signature of Authorized Officer) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) SIGNED, SEALED & DELIVERED ) By INTAVEST PTY LTD. in the ) Per: /s/ Peter D. Voss, presence of: Managing Director --------------------------------- ) (Signature of Authorized Officer) ) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) 2 EX-10.35 9 ex10-35.txt LETTER RE: CONVERSION OF DEBT DATED 12/29/2000 Exhibit 10.35 December 29, 2000 Kurt Kramarenko 10855 Bishop Highway Dimondale, MI 48821 Dear Kurt Re: AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION (THE "AGREEMENT") Kurt Kramarenko ("Kramarenko") is a creditor of Solpower Corporation ("Solpower"). Solpower hereby agrees to issue 16,993 shares of common stock of Solpower (the "Shares") to Kramarenko. The Shares will be duly authorized, validly issued, fully paid, non-assessable, and free of preemptive rights, and will be issued to Kramarenko at a value of $0.25 per share, in full settlement of a bona fide outstanding debt in the amount of $4,248.35 (the "Debt"). Kramarenko hereby agrees that, upon the (a) issuance of the Shares by Solpower, and (b) delivery of the Shares to Kramarenko, free and clear of all liens and encumbrances the Debt will be fully satisfied and extinguished and Kramarenko will remise, release and forever discharge Solpower and its directors, officers, employees, administrators, successors and assigns of and from all manner of actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, claims and demands whatsoever which Kramarenko has ever had, now has, or which its heirs, executors, administrators or assigns, or any of them, can, shall or may have for or by reason of any cause, matter or thing whatsoever existing up to the present time. Kramarenko acknowledges that the issuance of the Shares has not been registered under the Securities & Exchange Act or any state securities law and have not been approved or disapproved by the United States Securities and Exchange Commission ("SEC") or other federal or state regulatory authority. These Shares are issued pursuant to an exemption from registration under the Securities & Exchange Act and are subject to restrictions on resale or transfer. As soon as practicable Solpower, at its sole expense, will use its best efforts to file with the SEC a registration statement on appropriate form registering the Shares for resale (the "Registration"). Solpower shall use its best efforts to cause the registration statement upon which the Shares are registered to become effective and shall keep the registration statement effective and updated for at least two years after the date of this Agreement. Solpower and Kramarenko agree that a) they will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement, b) the provisions herein contained constitute the entire agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether written or verbal, between the parties with respect to the subject matter of the Agreement, c) this Agreement shall be governed and construed in accordance with the laws of the State of Arizona, and d) this Agreement shall inure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed these presents effective this 29th day of December, 2000. SIGNED, SEALED & DELIVERED ) By SOLPOWER CORPORATION in the presence ) of: ) Per: /s/ James H. Hirst, Secretary/Treasurer ------------------------------ ) (Signature of Authorized Officer) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) SIGNED, SEALED & DELIVERED ) By KURT KRAMARENKO in the presence of: ) Per: /s/ Kurt Kramarenko --------------------------------- ) (Signature of Kurt Kramarenko) ) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) 2 EX-10.36 10 ex10-36.txt LETTER RE: CONVERSION OF DEBT DATED 12/29/2000 Exhibit 10.36 December 29, 2000 Fraser Moffat 18 Lake Avenue Montrose, PA 18801 Dear Fraser Re: AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION (THE "AGREEMENT") Fraser Moffat ("Moffat") is a creditor of Solpower Corporation ("Solpower"). Solpower hereby agrees to issue 35,826 shares of common stock of Solpower (the "Shares") to Moffat. The Shares will be duly authorized, validly issued, fully paid, non-assessable, and free of preemptive rights, and will be issued to Moffat at a value of $0.25 per share, in full settlement of a bona fide outstanding debt in the amount of $8,956.59 (the "Debt"). Moffat hereby agrees that, upon the (a) issuance of the Shares by Solpower, and (b) delivery of the Shares to Moffat, free and clear of all liens and encumbrances the Debt will be fully satisfied and extinguished and Moffat will remise, release and forever discharge Solpower and its directors, officers, employees, administrators, successors and assigns of and from all manner of actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, claims and demands whatsoever which Moffat has ever had, now has, or which its heirs, executors, administrators or assigns, or any of them, can, shall or may have for or by reason of any cause, matter or thing whatsoever existing up to the present time. Moffat acknowledges that the issuance of the Shares has not been registered under the Securities & Exchange Act or any state securities law and have not been approved or disapproved by the United States Securities and Exchange Commission ("SEC") or other federal or state regulatory authority. These Shares are issued pursuant to an exemption from registration under the Securities & Exchange Act and are subject to restrictions on resale or transfer. As soon as practicable Solpower, at its sole expense, will use its best efforts to file with the SEC a registration statement on appropriate form registering the Shares for resale (the "Registration"). Solpower shall use its best efforts to cause the registration statement upon which the Shares are registered to become effective and shall keep the registration statement effective and updated for at least two years after the date of this Agreement. Solpower and Moffat agree that a) they will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement, b) the provisions herein contained constitute the entire agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether written or verbal, between the parties with respect to the subject matter of the Agreement, c) this Agreement shall be governed and construed in accordance with the laws of the State of Arizona, and d) this Agreement shall inure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed these presents effective this 29th day of December, 2000. SIGNED, SEALED & DELIVERED ) By SOLPOWER CORPORATION in the presence ) of: ) Per: /s/ James H. Hirst, Secretary/Treasurer ------------------------------ ) (Signature of Authorized Officer) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) SIGNED, SEALED & DELIVERED ) By FRASER MOFFAT in the presence of: ) Per: /s/ Fraser Moffat --------------------------------- ) (Signature of Fraser Moffat) ) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) 2 EX-10.37 11 ex10-37.txt LETTER RE: CONVERSION OF DEBT DATED 12/29/2000 Exhibit 10.37 December 29, 2000 Bio Engineering Pty Ltd. 39 De Havilland Road Mordialloc 3195 Victoria, Australia Attention: Mr. Peter D. Voss, Managing Director Dear Peter Re: AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION (THE "AGREEMENT") Bio Engineering Pty Ltd. (formerly Solpower Australia Pty Ltd.), ("Bio") is a creditor of Solpower Corporation ("Solpower"). Solpower hereby agrees to issue 394,294 shares of common stock of Solpower (the "Shares") to Bio. The Shares will be duly authorized, validly issued, fully paid, non-assessable, and free of preemptive rights, and will be issued to Bio at a value of $0.25 per share, in full settlement of a bona fide outstanding debt in the amount of $98,573.40 (the "Debt"). Bio hereby agrees that, upon the (a) issuance of the Shares by Solpower, and (b) delivery of the Shares to Bio, free and clear of all liens and encumbrances the Debt will be fully satisfied and extinguished and Bio will remise, release and forever discharge Solpower and its directors, officers, employees, administrators, successors and assigns of and from all manner of actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, claims and demands whatsoever which Bio has ever had, now has, or which its heirs, executors, administrators or assigns, or any of them, can, shall or may have for or by reason of any cause, matter or thing whatsoever existing up to the present time. Bio acknowledges that the issuance of the Shares has not been registered under the Securities & Exchange Act or any state securities law and have not been approved or disapproved by the United States Securities and Exchange Commission ("SEC") or other federal or state regulatory authority. These Shares are issued pursuant to an exemption from registration under the Securities & Exchange Act and are subject to restrictions on resale or transfer. As soon as practicable Solpower, at its sole expense, will use its best efforts to file with the SEC a registration statement on appropriate form registering the Shares for resale (the "Registration"). Solpower shall use its best efforts to cause the registration statement upon which the Shares are registered to become effective and shall keep the registration statement effective and updated for at least two years after the date of this Agreement. Solpower and Bio agree that a) they will execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement, b) the provisions herein contained constitute the entire agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether written or verbal, between the parties with respect to the subject matter of the Agreement, c) this Agreement shall be governed and construed in accordance with the laws of the State of Arizona, and d) this Agreement shall inure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed these presents effective this 29th day of December, 2000. SIGNED, SEALED & DELIVERED ) By SOLPOWER CORPORATION in the presence ) of: ) Per: /s/ James H. Hirst, Secretary/Treasurer ------------------------------ ) (Signature of Authorized Officer) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) SIGNED, SEALED & DELIVERED ) By BIO ENGINEERING PTY LTD. in the ) Per: /s/ Peter D. Voss, presence of: Managing Director --------------------------------- ) (Signature of Authorized Officer) ) - ----------------------------------------) (Witness) ) ) - ----------------------------------------) (Address) ) ) - ----------------------------------------) (Zip Code) 2 -----END PRIVACY-ENHANCED MESSAGE-----