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.
<PAGE>
(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.

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<PAGE>
     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
                                            ------------------------------------

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                                    EXHIBIT A



                        [FLOORPLAN OF ORIGINAL PREMISES]

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