Exhibit 10.26

                                  NONNEGOTIABLE
                                 PROMISSORY NOTE


$250,000 Cdn.                                           Issued: August ___, 2000
Principal Amount                                 Maturity Date: August ___, 2003


     FOR VALUE RECEIVED,  Solpower  Corporation,  a Nevada  corporation,  or its
designee  ("Maker"),  hereby promises to pay to Pico Holdings,  Inc., a Delaware
corporation ("Payee"),  the principal amount ("Principal Amount") of Two Hundred
Fifty  Thousand  Dollars  (Cdn.$250,000)  according to the  following  terms and
conditions. This instrument is not negotiable or assignable by Payee except to a
Permitted  Transferee as defined below.  All references to currency herein refer
to Canadian Dollars.

     1. PAYMENT SCHEDULE.

          All unpaid portions of the Principal  Amount of this Note shall be due
and payable on August ___, 2003 (the "Maturity Date").

     2. ADJUSTMENT AND PREPAYMENT.

          (a) To the  extent  that the  purchase  price  set  forth in the Share
Purchase  Agreement dated August 21, 2000 among the Maker,  the Payee,  James W.
Flowers,  Patricia G. Flowers,  Florcor,  Inc. and Protocol Resources Management
Inc., an Ontario corporation,  is reduced pursuant to Section 2(e) of such Share
Purchase  Agreement or  otherwise,  the  Principal  Amount of this Note shall be
reduced by the same amount  ("Adjustment")  and such Adjustment shall be treated
as a prepayment of this Note as set forth in Section 2(b) below.

          (b) The Maker  shall be  entitled  at any time to prepay any or all of
the Principal  Amount  without  penalty upon thirty (30) days written  notice to
Payee.  Any prepayment shall be credited first to the aggregate unpaid Principal
Amount  and any  Adjustment  in the  Principal  Amount of the Note  pursuant  to
Section  2(a) shall be treated as a prepayment  on the date that the  Adjustment
was made.

     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 Maker to pay any  Principal  Amount  owing under this
Note when due on the Maturity Date;

          (b) A failure by Payee to effect the  Adjustment  in  accordance  with
Section 2; or

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          (c) Maker shall make an assignment for the benefit of creditors, or if
a  receiver  of  Maker's  property  shall  be  appointed,  or if a  petition  in
bankruptcy or for the  reorganization  under any Chapter of any Federal or State
Bankruptcy Act or other similar proceeding under law for relief of debtors shall
be filed by or against Maker, or if any lien of attachment,  execution, lien, or
claim of lien be placed  against  all or any  portion of the assets of the Maker
and is not cleared from the record or reasonably  bonded  against  within ninety
(90) days after it has been filed; unless

          (d) Any such  failure or action by Maker under  Sections  3(a) and (b)
shall not have been cured  within  thirty  (30) days of receipt of a notice from
Payee specifying the alleged Default or failure; and

          (e) Provided,  however, that no delay or omission on the part of Payee
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, Maker  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.  ASSIGNMENT.  The rights and obligations of the parties  hereunder shall
not be  assignable by either party without the consent of the other except Payee
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 will, or other testamentary or non-testamentary transfer to a trust
for  the   benefit  of  the   individual   transferring   Payee  or  by  merger,
reorganization,  consolidation or similar corporate transaction involving any of
the Payees or in the case of the dissolution or liquidation of a  non-individual
Payee, the successor to the Payee or the previous Permitted  Transferee pursuant
to the corporate laws of the state of the formation of the transferring  entity.
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.

     5.  COSTS.  Maker  shall pay,  on demand,  any and all costs and  expenses,
including  reasonable  attorneys' fees,  incurred by Payees in connection with a
Default and the  collection of any portion of the Principal  Amount and Interest
accrued thereon.

     6. OFFSET.  The amounts due under this Note are not subject to reduction or
offset for any claims of Maker or its  successors or assigns  against any of the
Payees or any third party.

     7. NO CONTINUING  WAIVER.  The waiver of a Default  shall not  constitute a
continuing  waiver or a waiver of any  subsequent  Default.  Maker hereby waives
presentment, demand, dishonor and notice of nonpayment.

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     8. 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:

     Payee:              Pico Holdings, Inc.
                         875 Prospect Street
                         Suite 301
                         La Jolla, CA  92037
                         Attn: Peter Wood
                         Telecopier:  858-456-6172

     With a copy to:     General Counsel
                         Pico Holdings, Inc.
                         875 Prospect Street
                         Suite 301
                         La Jolla, CA  92037
                         Telecopier: 858-456-6172

     If to Maker:        Solpower Corporation
                         7309 East Stetson Drive
                         Suite 102
                         Scottsdale, AZ 85251
                         Attn: Mr. Mark Robinson
                         Telecopier: 602-947-6324

     With a copy to:     Brand Farrar & Buxbaum LLP
                         515 South Flower Street
                         Suite 3500
                         Los Angeles, CA  90071
                         Attn: Margaret G. Graf
                         Telecopier: 213-426-6222

     10. 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.

     11.  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.

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     12.  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 Nevada,
without giving effect to the choice of law principles thereof.


                                        SOLPOWER CORPORATION,
                                        a Nevada corporation


                                        By: /s/ Mark Robinson
                                            ------------------------------------
                                            Name: Mark Robinson
                                            Title: President and Chief Executive
                                                   Officer

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