Exhibit 10.38

March 31, 2001

Renshaw Travel Ltd.
2175 West 4th Avenue
Vancouver, BC  V6K 1N7

Dear Sirs:

Re:  AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER CORPORATION
     (THE "AGREEMENT")

Renshaw  Travel  Ltd.,   ("Renshaw")  is  a  creditor  of  Solpower  Corporation
("Solpower").  Solpower  hereby agrees to issue 19,355 shares of common stock of
Solpower (the "Shares") to Renshaw. The Shares will be duly authorized,  validly
issued, fully paid,  non-assessable,  and free of preemptive rights, and will be
issued to Renshaw at a value of $0.25 per share,  in full  settlement  of a bona
fide outstanding debt in the amount of US$4,838.76 (the "Debt").

Renshaw hereby agrees that, upon the (a) issuance of the Shares by Solpower, and
(b)  delivery  of the  Shares  to  Renshaw,  free  and  clear of all  liens  and
encumbrances  the Debt will be fully satisfied and extinguished and Renshaw 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 Renshaw 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.

Renshaw  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.
<PAGE>
Solpower and Renshaw 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 31st day of March, 2001.


SIGNED, SEALED & DELIVERED               )
By SOLPOWER CORPORATION in the presence  )
of:                                      )  Per: /s/ James H. Hirst
                                         )     ---------------------------------
/s/ Giesle Hirst                         )     (Signature of Authorized Officer)
---------------------------------------- )
(Witness)                                )
4127 West Adams, Suite 2                 )
---------------------------------------- )
(Address)                                )
Phoenix, Arizona 85009                   )
---------------------------------------- )
(Zip Code)

SIGNED, SEALED & DELIVERED By            )
RENSHAW TRAVEL LTD. in the presence      )
of:                                      )  Per: /s/ Don Renshaw, Jr.
                                         )     ---------------------------------
/s/                                      )     (Signature of Authorized Officer)
---------------------------------------- )
(Witness)                                )
2175 West 4th Ave.                       )
---------------------------------------- )
(Address)                                )
Vancouver, B.C. V6K 1N4                  )
---------------------------------------- )
(Zip Code)