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.
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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
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                                        )      (Signature of Authorized Officer)
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(Witness)                               )
                                        )
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(Address)                               )
                                        )
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(Zip Code)

SIGNED, SEALED & DELIVERED              )
By KURT KRAMARENKO in the presence of:  )  Per: /s/ Kurt Kramarenko
                                               ---------------------------------
                                        )       (Signature of Kurt Kramarenko)
                                        )
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(Witness)                               )
                                        )
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(Address)                               )
                                        )
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(Zip Code)

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