Exhibit 10.24


                             SHAREHOLDERS AGREEMENT




                        Protocol Resource Management Inc.




                                 August 28, 2000
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                             Shareholders Agreement

     SHAREHOLDERS  AGREEMENT  ("Agreement"),  dated  August  __,  2000  ,  among
Protocol Resource Management,  Inc. a Ontario corporation (the "Company"),  Pico
Holdings,  Inc. a Delaware  corporation  or its nominee  ("Pico")  and  Solpower
Corporation, a Nevada corporation ("Solpower") and any other persons or entities
which become  parties to this Agreement and each of their  respective  Permitted
Transferees or Involuntary Transferees, who become Shareholders, as the case may
be, are referred to herein, collectively, as the "Shareholders".

                                    RECITALS

     WHEREAS,  pursuant to a Share Purchase  Agreement dated even date herewith,
Pico and Solpower have acquired all of the outstanding common shares,  each with
a par value of $0.01 per share  ("Shares"),  which  Shares are the only  capital
shares of the  Company,  and plan to pursue the business of the Company and have
reached  certain  understandings  with  respect  to the  ownership,  voting  and
transfer  of the  Shares  of  the  Company  and  have  agreed  to  enter  into a
Shareholders'  Agreement to provide for certain  rights and  obligations  of the
Shareholders  to each other and to the Company in respect to the  governance  of
the  Company and the  issuance,  transfer  or  disposition  of the Shares of the
Company; and

     WHEREAS,  the Shareholders  believe it to be in their best interests and in
the best interests of the Company that they enter into this Agreement  providing
for such rights and  restrictions  with respect to the  ownership,  transfer and
voting of Shares and governance of the Company.

     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations
set forth in this Agreement, the parties hereto agree as follows:

     1. RESTRICTIONS ON TRANSFER OF SHARES.

     1.1  GENERAL   RESTRICTION  ON  TRANSFER.   Prior  to  the  closing  of  an
underwritten  public  offering  ("IPO")  pursuant to an  effective  registration
statement (a  "Registration")  under the Securities Act of 1933, as amended (the
"Act"),  that covers  together with any prior effective  Registrations:  (i) not
less than 40% of the outstanding Shares of the Company on a fully diluted basis;
and (ii) Shares that,  after the closing of such IPO,  will be traded on the New
York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market (but
excluding the OTCBB) no Shares now or hereafter  owned by any Shareholder or any
Permitted Transferee or any Involuntary  Transferee or any interest therein may,
directly or indirectly,  be sold,  assigned,  mortgaged,  transferred,  pledged,
hypothecated or otherwise disposed of or transferred  (hereinafter  collectively
referred to as "Transfers" or "Transferred") except pursuant to this Agreement.

     1.2 PERMITTED TRANSFEREES.

          (a) SCOPE OF TRANSFER.  Subject to subsection (c) of this Section 1.2,
a  Shareholder  may Transfer any Shares or an interest  therein or its rights to
subscribe for the same with the prior written  consent of the Company's Board of
Directors (the "Board"),  which consent shall not be  unreasonably  withheld to,
(x) a corporation  or other entity which is controlled  by, under common control
with, or which controls the Shareholders or the equity holders of which are only
such  Shareholder  or  other  equity  owners  of the  Shareholder  or which is a

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successor by merger,  consolidation or  reorganization to the Shareholder or (y)
to one or  more  Shareholders  ("Permitted  Transferees").  In  addition  to the
foregoing,  any transferee of a Shareholder  described above may Transfer Shares
back to such Shareholder or to another Permitted Transferee of such Shareholder.

          (b) SECURITY  AGREEMENTS.  Subject to  subsection  (c) of this Section
1.2, a Shareholder,  with the prior written consent of the Board,  consent shall
not be  unreasonably  withheld,  may pledge  any or all Shares now or  hereafter
owned by it or grant a security  interest therein to secure  indebtedness of the
Shareholder  owing to the Company or a bank or other financial  institution,  so
long as such  indebtedness was incurred either (x) for the purpose of paying all
or part of the  purchase  price of such  Shares  (or the  shares  for which such
Shares  were  exchanged)  or (y) for the  purpose  of  refinancing  indebtedness
incurred for such purpose,  provided,  however,  that any transferee pursuant to
this  subsection  (b) shall  acquire  only a security  interest  in such  Shares
entitling  such  transferee to the proceeds from any sale of such Shares made in
compliance  with the terms of this Agreement and not title to such Shares or any
other rights incident thereto. The pledge agreements,  hypothecation  agreements
or other related financing agreements of any Shareholder shall be subject to and
acknowledge  the  rights of the  Company  and the other  Shareholders  set forth
herein.

          (c)  AGREEMENTS  TO BE BOUND.  Any Transfer of Shares made pursuant to
subsection  (a) or (b) of this  Section 1.2 to a Permitted  Transferee  shall be
permitted and shall be effective only if such Permitted  Transferee  shall agree
in writing to be bound by the terms and conditions of this Agreement pursuant to
the Joinder to  Shareholders  Agreement  annexed hereto or pursuant to a similar
instrument of assumption reasonably satisfactory to the Company.

     2. FAIR MARKET VALUE.

     For the purposes of this  Agreement,  the "Fair Market  Value" of any Share
being  purchased  by or sold to the Company or for which a value needs to be set
hereunder  shall be the fair market value of the entire  equity  interest of the
Shares of the  Company  taken as a whole,  divided by the number of  outstanding
Shares,  all  calculated  on a fully diluted  basis  including  any  outstanding
warrants  and  options  then  exercisable  currently  or within 60 days  without
additional   premiums  for  control  or  discounts  for  minority  interests  or
restrictions  on transfer or issuance,  and shall be  determined  as of the date
which is the end of the most  recently  completed  fiscal  quarter or such other
date as the Company may  determine.  Fair Market Value shall be  determined by a
nationally  recognized  valuation firm selected by the Company. The selection of
such firm and the date of the  determination  shall be reasonably  acceptable to
each Shareholder.

     3. SALES TO THIRD PARTIES.

          3.1  GENERAL.  A  Shareholder  may not sell all or any  portion of the
Shares except as otherwise permitted under this Section 3.

          3.2 RIGHT OF FIRST REFUSAL.

               (a)  NOTICE  OF  PROPOSED  TRANSACTION.  If  a  Shareholder  (the
"Selling  Shareholder")  shall have  received a bona fide offer or offers from a
third party or parties to purchase all of that  person's  Shares,  then prior to
selling  such Shares to such third  party or parties  such  Selling  Shareholder

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shall  deliver to the  Company  and each  other  Shareholder  (the  "Non-Selling
Shareholders")  a notice (the "Sale Notice") signed by such Selling  Shareholder
setting forth:

                    (i)   the name of the third party or parties;

                    (ii)  the  number  of  Shares  subject  to  the  offer  (the
                          "Offered Shares");

                    (iii) the prospective purchase price per Share;

                    (iv)  all  material  terms and  conditions  contained in the
                          offer of the third party or parties;

                    (v)   the Selling  Shareholder's  offer  (irrevocable by its
                          terms for 30 days  following  receipt)  to sell to the
                          Non-Selling  Shareholders  all or part  of the  Shares
                          covered  by the offer of the third  party or  parties,
                          for a purchase price per Share, and on other terms and
                          conditions,  not  less  favorable  to the  Non-Selling
                          Shareholders  than those contained in the offer of the
                          third party or parties (an "Offer");

                    (vi)  the  number of  Shares  each  Non-Selling  Shareholder
                          shall  be  entitled  to  purchase   from  the  Selling
                          Shareholder pursuant to the Right of First Refusal set
                          forth in this Section; and

                    (vii) closing arrangements and a closing date (not less than
                          45 nor more  than 60 days  following  the date of such
                          letter) for any purchase and sale that may be effected
                          by  the  Non-Selling  Shareholders  pursuant  to  this
                          Section 3.

               (b)  RIGHTS  OF  NON-SELLING   SHAREHOLDERS.   Each   Non-Selling
Shareholder  shall,  within 15 days after  receipt of the Sale  Notice  from the
Selling  Shareholder,  have the right to elect to purchase that number of Shares
which is equal to the product of the Offered Shares and the fraction  determined
by  dividing  the number of Shares,  all  calculated  on a fully  diluted  basis
including any  outstanding  warrants and options then  exercisable  currently or
within 60 days,  then owned by such  Non-Selling  Shareholder  by the  aggregate
number of Shares owned by all of the  Non-Selling  Shareholders,  (the "Right of
First  Refusal").  Each Non-Selling  Shareholder  shall have a period of 15 days
after  receipt of the Sale  Notice  from the  Selling  Shareholder,  to give the
Selling  Shareholder and the Company written notice of his intention to exercise
the  Right  of  First  Refusal.   The  Selling  Shareholder  shall  notify  each
Non-Selling  Shareholder whether any Non-Selling  Shareholder failed to exercise
the Right of First Refusal and the number of Shares that are still available.

               (c)  ALLOCATION  OF  UNEXERCISED   RIGHTS.   If  any  Non-Selling
Shareholder  elects  not to  exercise  the  Right  of  First  Refusal,  then the
Non-Selling Shareholders who have elected to exercise the Right of First Refusal
(the "Electing Shareholders") shall be entitled, within 10 days after receipt of
notice from the Selling Shareholder of the number of Shares that any Non-Selling

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Shareholders have elected not to purchase (the "Reoffered Shares"),  to purchase
all or any of the Reoffered Shares,  provided that, if the Electing Shareholders
in the  aggregate  elect to purchase  more  Shares than the number of  Reoffered
Shares,  the  Reoffered  Shares shall be  allocated  pro rata among the Electing
Shareholders  who have  exercised  this right to  purchase  Reoffered  Shares in
proportion to the number of Shares owned by them prior to the Offer.

               (d) EFFECTING SALES. If, upon the expiration of 30 days following
receipt by the Non-Selling  Shareholders of the Sale Notice described in Section
3.2(a),  the Non-Selling  Shareholders have not exercised (in whole or in part),
the Right of First Refusal contained herein, the Selling Shareholder may sell to
such third  party or parties  all of the Shares  covered by the Offer  which the
Non-Selling Shareholders have not agreed to purchase, for the purchase price and
on the other terms and  conditions  contained in the Offer.  If the  Non-Selling
Shareholders  shall  accept such Offer,  the  closing of the  purchase  and sale
pursuant to such acceptance shall take place as set forth in the Sale Notice.

          3.3 AGREEMENTS TO BE BOUND. Notwithstanding anything contained in this
Section 3, any sale to a third party or any Involuntary  Transfer (as defined in
Section 3.4) to an  Involuntary  Transferee (as defined in Section 3.4) shall be
permitted  under  the  terms  of this  Agreement  only if such  third  party  or
Involuntary  Transferee,  as the case may be, shall agree in writing to be bound
by the terms  and  conditions  of this  Agreement  pursuant  to the  Joinder  to
Shareholders  Agreement  attached  hereto or another  instrument  of  assumption
reasonably satisfactory to the Company.

          3.4  INVOLUNTARY  TRANSFERS.  In the case of any  transfer of title or
beneficial ownership of Shares upon default, foreclosure,  forfeit, court order,
or  otherwise  than by a  voluntary  decision on the part of a  Shareholder  (an
"Involuntary Transfer"), the Company shall have the right but not the obligation
to purchase  such Shares  pursuant to this  Section  3.4.  Upon the  Involuntary
Transfer of any Shares,  such Shareholder  shall promptly (but in no event later
than 10 days  after such  Involuntary  Transfer)  furnish  written  notice  (the
"Involuntary  Transfer  Notice") to the Company  indicating that the Involuntary
Transfer  has  occurred,  specifying  the name of the person to whom such Shares
have  been  transferred  (the  "Involuntary  Transferee"),   giving  a  detailed
description  of the  circumstances  giving  rise to, and stating the legal basis
for, the  Involuntary  Transfer.  Upon the receipt of the  Involuntary  Transfer
Notice,  and for 90 days  thereafter,  the Company shall have the right, but not
the  obligation,  to purchase,  and the  Involuntary  Transferee  shall have the
obligation  to sell,  all (but not less than all) of the Shares  acquired by the
Involuntary  Transferee  for a purchase  price equal to the Fair Market Value of
such Shares on the date of transfer to the Involuntary Transferee. The Company's
right to purchase  pursuant to this Section 3.4 shall be  assignable in whole or
in part to any one or more  Shareholders  with such  rights to be  accorded  and
exercised in accordance  with Section 3.2. In the event that neither the Company
nor  the  other  Shareholders   exercise  their  rights,  then  the  Involuntary
Transferee  may elect to remain a Shareholder  or seek a third party offer under
Section 3.2 and in accordance  with the procedures  therein.  Any Transfer under
this Section 3.4, and the payments of cash or other consideration, under Section
3.5 or otherwise, shall be implemented and closed within 180 days of the date of
the Transfer Notice.

          3.5  TERM  OF  PAYMENT  FOR  INVOLUNTARY  TRANSFERS.  If  the  Company
exercises  its rights  pursuant to Section 3.4, the Company may elect to pay the
purchase price to be determined  pursuant to Section 2 hereof in cash at closing

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or in installments.  The Company shall state in its written notice under Section
3.4  whether  it  elects  to pay in cash in full or in  installments,  and if in
installments,  the specific terms of such  installments  within the requirements
set forth in this  Section  3.5. If the Company  fails to state in such  written
notice its election to pay in cash in full or in installments, the Company shall
be deemed to have elected to pay in installments with fifty percent (50%) of the
Fair  Market  Value to be paid as a down  payment  and the  balance  of the Fair
Market  Value  to be  evidenced  by a  promissory  note  of the  Company  in the
principal  amount of the unpaid  balance of the Fair Market Value and payable in
at least five (5) but not more than ten (10) equal  semi-annual  installments of
principal and interest,  with interest  thereon at the rate of ten percent (10%)
per annum.  Such promissory  note shall provide for the  acceleration of the due
dates thereof in the event of default in any principal or interest payment,  and
shall allow the Company to prepay all or any part of the promissory  note at any
time or from time to time  without  penalty.  In the event  that the  Shares are
acquired by a Shareholder  under Section 3.4 then the Fair Market Value shall be
due in  cash  unless  the  Involuntary  Transferee,  in  his,  her  or its  sole
discretion,  elects to accept payment on the same terms available to the Company
in this  Section  3.5 or on other  terms  agreed to by the  parties,  but in all
events,  subject to this  Agreement  including the  limitations  on the Security
Agreement set forth in Section 1.2(b).

     4. OPTIONAL PARTICIPATION IN SALES OF COMMON STOCK ("TAG ALONG RIGHTS").

               (a)  REQUIREMENT  OF  PARTICIPATION.  If any  one or  more of the
Shareholders (a "Seller") shall at any time desire to Transfer Shares to a third
party other than a Permitted Transferee,  in a privately negotiated  transaction
and such Shares  (together  with the aggregate  number of Shares of  theretofore
Transferred by such Shareholders,  excluding Transfers to Permitted Transferees)
equal more than 50% of the  outstanding  Shares on a fully  diluted  basis,  all
calculated  on a fully  diluted basis  including  any  outstanding  warrants and
options then exercisable  currently or within 60 days, measured as of the latest
date on which such Shareholder may deliver or cause to be delivered the Transfer
Notice  referred to in Section 4(c),  then each  Shareholder  shall be entitled,
subject to Section  4(e), to  participate  pro rata in such Transfer at the same
price and on the same terms and conditions applicable to the Seller.

               (b) AMOUNT.  Each Shareholder shall have the right to Transfer in
a transfer  subject to this Section 4 up to a percentage of the number of Shares
owned by such  Shareholder  equal to the  percentage  derived  by  dividing  the
aggregate number of Shares  specified in the Transfer Notice delivered  pursuant
to Section 4(c) by the aggregate number of Shares then owned by Seller.

               (c)  TRANSFER  NOTICE.  The Seller  shall  deliver or cause to be
delivered  to each  Shareholder  a written  notice (a  "Transfer  Notice")  of a
proposed  Transfer  subject to this Section 4 no later than 30 days prior to the
proposed closing thereof.  Such notice shall make reference to the Shareholders'
rights  hereunder  and shall  describe in  reasonable  detail (i) the  aggregate
number  of  Shares  to be  Transferred  by the  Seller  if  none  of  the  other
Shareholders participate,  (ii) the aggregate number of Shares then owned by the
Seller,  (iii) the person or entity to whom or which such Shares are proposed to
be  Transferred,  (iv) the terms and  conditions of the Transfer,  including the
consideration to be paid therefor,  (v) the maximum  percentage of the Shares to
include in the  Transfer and (vi) the  proposed  date,  time and location of the
closing of the Transfer.

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               (d)  PARTICIPATION  NOTICE.  Each Shareholder  shall exercise its
right to  participate  in a Transfer  of Shares  pursuant  to this  Section 4 by
delivering to the Seller a written notice (a "Participation Notice") stating its
election to do so and  specifying  the number of Shares,  which shall not exceed
the number of Shares  determined for such Shareholder  pursuant to Section 4(b))
held by him, her or it to be  Transferred no later than 15 days after receipt of
the  Transfer  Notice.  Failure to provide a  Participation  Notice  within such
15-day period shall be deemed to constitute an election by such  Shareholder not
to exercise its rights  pursuant to this Section 4, and the Seller shall have 60
days  following  the  expiration  of such 15-day period in which to Transfer the
number of Shares  equal to the  difference  between  the number set forth in the
Transfer Notice  pursuant to Section 4(c)(i) and the aggregate  number of Shares
as to which the Seller has received a  Participation  Notice,  on terms not more
favorable  to the  Seller  than  those set forth in the  Transfer  Notice.  Each
Shareholder  who  has  so  elected  pursuant  to a  Participation  Notice  shall
thereupon be required to deliver at such closing the certificate or certificates
representing all (or such lesser number determined  pursuant to Section 4(b)) of
the Shares held by him,  her or it, duly  endorsed  for  transfer,  and shall be
entitled to receive the net proceeds  allocable to the Transfer  thereof,  after
deduction of such  Shareholder's  proportionate  obligations  for the reasonable
expenses of Transfer, which obligations shall not exceed an amount proportionate
to the amount of such  expenses  allocated to the Seller.  If, at the end of the
60-day period following the expiration of such 15-day period, the Seller has not
completed  the  Transfer  of  Shares,  the  Seller may not later sell the Shares
pursuant to this Section 4 without again fully  complying with the provisions of
this Section 4.

               (e)  EXCEPTIONS.  The obligation  and rights of the  Shareholders
pursuant to this Section 4 shall not apply to any Transfer by a Seller of Shares
(i) pursuant to a distribution to the public  (whether  pursuant to a registered
public  offering,  Rule 144 or otherwise) or (ii) to a third party that is not a
Permitted  Transferee in a transaction in which the number of Shares Transferred
does not  exceed  (together  with the  aggregate  number of  Shares  theretofore
Transferred in the then current fiscal year by the Seller,  excluding  Transfers
to Permitted Transferees) 5% of the then outstanding Shares; provided,  however,
that such sales of 5% or less of the outstanding Shares shall be aggregated with
previous sales to determine  whether the 50% threshold set forth in Section 4(a)
has been met, notwithstanding that such sales may, after such threshold has been
met, be made without  giving rise to "tag-along  rights" under this Section 4(a)
after such threshold has been met, to the extent permitted in this sentence.

               (f) If  the  provisions  of  both  Section  3 and  Section  4 are
applicable to the same  transaction,  each Shareholder shall be entitled to make
its elections  under Section 3 or Section 4 and any Shares sold pursuant to this
Section 4 shall also be subject to the provisions of Section 3.

     5. CORPORATE ACTIONS.

          5.1 ELECTION OF DIRECTORS  AND  OFFICERS.  Pico and Solpower and their
respective  Permitted  Transferees or Involuntary  Transferees  further agree in
their  capacity  as  Shareholders  of the  Company to cast their votes in such a
manner so as to set the Board of Directors  initially at four (4)  directors and
to elect two (2) directors  designated by Pico and two (2) directors  designated
by  Solpower  (or their  respective  successors  as a result of any  Involuntary
Transferees  or Permitted  Transferees)  as members of the Board of the Company.
The Shareholders and the directors elected or designated during the term of this

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Agreement  further  agree,  to the extent  permitted,  to take such action as is
necessary to cause the persons so  designated  to be re-elected as Directors and
to cause such nominees to be elected and re-elected as directors.  To the extent
the size of the Board of Directors is modified,  the Shareholders  also agree to
maintain the Board at 50% representation for each of Pico and Solpower for their
successor Shareholders, unless the Board otherwise determines by unanimous vote.

          5.2  ADDITIONAL  DIRECTORS.  Pico and Solpower  agree that any persons
elected as  directors  of the Company  shall be required to agree to require all
Shareholders  to be  bound by this  Agreement  and to  agree  personally  to the
provisions of Section 5 of this  Agreement  prior to the date of their  election
and whether or not such person becomes a Shareholder subject to this Agreement.

     6.  APPLICATION  OF AGREEMENT  TO NEW  SHAREHOLDERS  AND SHARE  CERTIFICATE
LEGEND.

          6.1  AGREEMENTS TO BE BOUND.  In addition to the provisions of Section
3.3, any transferee of Shares and any holder of additional Shares ("New Shares")
issued by the Company  shall be required to accept all the terms and  conditions
of this Agreement  before the transfer of any Shares or the issuance or transfer
of New Shares and shall  agree in writing to be bound  thereby  pursuant  to the
Joinder to  Shareholders  Agreement  attached  hereto or another  instrument  of
assumption reasonably satisfactory to the Company.

          6.2 SHARE CERTIFICATE LEGENDS. A copy of this Agreement shall be filed
with the Secretary of the Company and kept with the records of the Company. Each
certificate  representing  Shares or New Shares owned by the Shareholders  shall
bear upon its face the following legends:

     "THE SHARES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND OTHER CONDITIONS,  AS SPECIFIED IN A SHAREHOLDERS'  AGREEMENT DATED
AUGUST ___,  2000, AS AMENDED FROM TIME TO TIME,  COPIES OF WHICH ARE ON FILE AT
THE OFFICE OF THE COMPANY AND WILL BE FURNISHED  WITHOUT CHARGE TO THE HOLDER OF
SUCH SHARES UPON WRITTEN REQUEST."

     "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("1933
ACT"),  OR UNDER STATE  SECURITIES  LAWS,  AS  APPLICABLE,  AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND
UNTIL  REGISTERED  UNDER  THE  ACT  AND  APPROPRIATE  QUALIFICATIONS  UNDER  ANY
APPLICABLE  STATE  SECURITIES  LAWS OR UNLESS SUCH SALE,  TRANSFER,  ASSIGNMENT,
PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933
ACT  AND  ANY  APPLICABLE  STATE  SECURITIES  LAWS,  SUCH  LAWS  AS  WELL AS THE
SHAREHOLDERS  AGREEMENT,  DATED AS OF MARCH 15,  1997,  AS AMENDED  FROM TIME TO
TIME."

     In  addition,  certificates  representing  Shares  or New  Shares  owned by
residents of California shall bear the following legend:

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     "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS  SECURITY,  OR ANY
INTEREST THEREIN,  OR TO RECEIVE ANY CONSIDERATION  THEREFOR,  WITHOUT THE PRIOR
WRITTEN CONSENT OF THE  COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."

     All Shareholders  shall be bound by the requirements of such legends to the
extent that such legends are  applicable.  Upon a registration  of any Shares or
New Shares,  the certificate  representing  the registered  securities  shall be
replaced,  at the  expense of the  Company,  with  certificates  not bearing any
legend, to the extent a legend is no longer required.

     7. GENERAL PROVISIONS.

          7.1  AMENDMENT  AND  MODIFICATION.  This  Agreement  may  be  amended,
modified or supplemented  only by a written  agreement  executed by the Company,
Pico, Solpower, and any other Shareholders who have become parties hereto.

          7.2 ASSIGNMENT. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs, legal
representatives,  successors and assigns. In the case of Permitted  Transferees,
third parties and Involuntary  Transferees,  such Permitted  Transferees,  third
parties  or  Involuntary  Transferees,  as the case may be,  shall be deemed the
Shareholder  hereunder  for purposes of obtaining  the benefits or enforcing the
rights of such  Shareholder  hereunder,  provided that no Permitted  Transferee,
third party or  Involuntary  Transferee,  as the case may be,  shall  derive any
rights under this Agreement  unless and until such Permitted  Transferee,  third
party  or  Involuntary  Transferee,  as the case may be,  has  delivered  to the
Company a valid undertaking to become,  and becomes,  bound by the terms of this
Agreement to which the transferring Shareholder is subject.

          7.3  TERMINATION.  Any party to, or person  who is  subject  to,  this
Agreement which ceases to own Shares or any interest therein shall cease to be a
party to, or person who is subject to, this Agreement and thereafter  shall have
no rights or obligations hereunder.

          7.4 RECAPITALIZATIONS, EXCHANGES, ETC. AFFECTING THE SHARES. Except as
otherwise  provided herein,  the provisions of this Agreement shall apply to the
full extent set forth  herein with respect to (a) the Shares and (b) any and all
New Shares and any other shares of capital stock of the Company or any successor
or assign of the Company  (whether by merger,  consolidation,  sale of assets or
otherwise)  which  may  be  issued  in  respect  of,  in  exchange  for,  or  in
substitution for the Shares of, by reason of any stock dividend,  split, reverse
split, combination, recapitalization, reclassification, merger, consolidation or
otherwise.  Except as otherwise provided herein,  this Agreement is not intended
to confer upon any person,  except for the parties hereto, any right or remedies
hereunder.

          7.5 FURTHER  ASSURANCES.  Each party hereto or person  subject  hereto
shall do and perform or cause to be done and performed all such further acts and
things and shall  execute and deliver all such other  agreements,  certificates,
instruments  and documents as any other part hereto or person subject hereto may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transaction contemplated hereby.

                                        8
<PAGE>
          7.6 GOVERNING  LAW. This  Agreement and the rights and  obligations of
the parties  hereunder and the persons  subject hereto shall be governed by, and
construe  and  interpreted  in  accordance  with,  the  laws  of  the  State  of
California, without giving effect to the choice of law principles thereof.

          7.7 INVALIDITY OF PROVISION. The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity or
enforceability  of the remainder of this Agreement in that  jurisdiction  or the
validity or enforceability of this Agreement,  including that provision,  in any
other jurisdiction.

          7.8 NOTICES. All notices and other  communications  hereunder shall be
in writing and, unless otherwise provided herein,  shall be deemed duly given if
delivered  personally or by telecopy or mailed by  registered or certified  mail
(return  receipt  requested)  or by  Federal  Express or other  similar  courier
service to the parties at the following  addresses or (at such other address for
the party as shall be specified by like notice):

               (a)  If to Solpower:
                    Solpower Corporation
                    7309 East Stetson Drive
                    Suite 102
                    Scottsdale, AZ  85251
                    Attn: Chief Executive Officer

                    With a copy to:
                    Brand Farrar & Buxbaum, LLP
                    515 S. Flower Street, Suite 3500
                    Los Angeles, CA  90071-2201
                    Attn: Margaret G. Graf

                    If to Pico:
                    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

                                        9
<PAGE>
                    If to the Company
                    Protocol Resource Management Inc.
                    330 Industrial Parkway South
                    Aurora, Ontario, Canada
                    L4G 3V7
                    Attn: James W. Flowers

                    With a copy to:
                    Wilson, Vukelich
                    Barristers & Solicitors
                    60 Columbia Way, Ste. 710
                    Markham, Ontario, Canada
                    L3R 0C9
                    Attention: Jordan Dolgin

               (b) if to any other Shareholder,  as listed in the joinder of the
Shareholder  hereto or, if not so listed,  to such  Shareholder  at the  address
reflected in the stock  records of the  Company,  or as such  Shareholder  shall
designate to the Company in writing.

          7.9  HEADINGS;  EXECUTION IN  COUNTERPARTS.  The headings and captions
contained herein are for convenience and shall not control or affect the meaning
or construction of any provision  hereof.  This Agreement may be executed in any
number of  counterparts,  each of which  shall be deemed to be an  original  and
which together shall constitute one and the same instrument.

          7.10 ENTIRE  AGREEMENT.  This Agreement  embodies the entire agreement
and  understanding  of the  parties  hereto in  respect  of the  subject  matter
contained  herein.  There  are  no  restrictions,   promises,   representations,
warranties,  covenants or undertakings  relating to the Shares, other than those
expressly set forth or referred to herein.

          7.11 INJUNCTIVE RELIEF. The Shares cannot readily be purchased or sold
in the open  market,  and for that  reason,  among  others,  the Company and the
Shareholders  will be  irreparably  damaged in the event this  Agreement  is not
specifically enforced. Each of the parties therefore agrees that in the event of
a breach of any provision of this  Agreement,  the aggrieved  party may elect to
institute and prosecute  proceedings in any court of competent  jurisdiction  to
enforce  specific  performance  or to  enjoin  the  continuing  breach  of  this
Agreement.  Such remedies shall,  however, be cumulative and not exclusive,  and
shall be in addition to any other remedy  which the Company or the  Shareholders
may have.

          7.12 FEES AND EXPENSES.  Each party shall be  responsible  for its own
expenses and fees including attorneys' fees and expenses. If any legal action or
any  arbitration  or other  proceeding  is brought for the  enforcement  of this
Agreement, or because of an allege dispute, breach, default or misrepresentation
in connection  with any of the  provisions of this Agreement each party may seek
to recover reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled,
as may be ordered in connection with such proceeding.

                                       10
<PAGE>
          7.13 TERM.  This initial term of Agreement  shall  terminate  upon the
earlier to occur of (a) an IPO as described  in Section 1, and (b)  ___________,
2005, provided, however, if an IPO has not occurred prior to ____________, 2005,
this  Agreement  shall be  automatically  extended  for the longer of the period
allowed under the laws of the state in which the Company is then incorporated or
shall be renewed  automatically  year to year  thereafter  until  terminated  by
mutual agreement of the parties to the Agreement.

     IN WITNESS  WHEREOF,  this Agreement has been signed by each of the parties
hereto  on the  date  opposite  such  party's  signature  hereto,  and  shall be
effective as of the date first above written.


                                        SOLPOWER CORPORATION


Date: August 28, 2000                   By: /s/ Mark Robinson
      -----------------                     ------------------------------------
                                            Name:  Mark Robinson
                                            Title: President and Chief Executive
                                                   Officer


                                        PICO HOLDINGS, INC.


Date: August 28, 200                    By: /s/ John R. Hart
      -----------------                     -----------------------------------
                                            Name:  John R. Hart
                                            Title: CEO

                                       11
<PAGE>
                                    EXHIBIT A

                                   JOINDER TO
                             SHAREHOLDERS AGREEMENT
                      OF PROTOCOL RESOURCE MANAGEMENT, INC.

     By  affixing a signature  hereto,  the  undersigned,  as a  Shareholder  of
Protocol Resource Management, Inc. ("Company"), hereby joins in the execution of
the Shareholders Agreement dated _______________,  2000, executed by the Company
and its  Shareholders,  as amended to the date hereof.  Upon  acceptance of this
Joinder by the Company,  the  undersigned  shall be a party to said  Shareholder
Agreement.

     The execution of this Joinder shall be a counterpart  execution of the said
Shareholders Agreement,  and the undersigned agrees to be bound by all the terms
thereof as though he were an original party thereto.

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  Joinder as of
_____________.


--------------------------------                                ----------------
Signature of Shareholder                                        Number of Shares


                                   ACCEPTANCE

     The   foregoing   Joinder  is  hereby   accepted   by  the  Company  as  of
______________.


                                        By:
                                            ------------------------------------
                                            Title:
<PAGE>
                                 Spousal Waiver

     ____________________  [Name of Spouse]  hereby  waives and releases any and
all equitable or legal claims and rights,  actual,  inchoate or contingent which
[he] [she] may acquire with respect to the disposition, voting or control of the
Shares  subject  to this  Agreement,  except  as set  forth in the  Shareholders
Agreement,  dated as of  _______________,  2000, as amended  through the date of
this Spousal Waiver. I acknowledge  that I have read the Shareholders  Agreement
and that I know its  contents,  including  the fact that my spouse has agreed to
limit the  ownership,  sale and  transfer  of the  Shares of  Protocol  Resource
Management,  Inc. and the disposition of the proceeds of any such sale which, as
a result, applies to any community interest I may have or acquire in the Shares.


Date:
      -----------------                 ----------------------------------------
                                                 [Signature of Spouse]

                                        ----------------------------------------
                                                     [Print name]

                                        Address:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------