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

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