Exhibit 10.23


                            SHARE PURCHASE AGREEMENT

                                      AMONG

                              SOLPOWER CORPORATION
                             AND PICO HOLDINGS, INC.


                                       AND


                      JAMES W. FLOWERS, PATRICIA G. FLOWERS
                                AND FLORCOR, INC.




                                 AUGUST 21, 2000
<PAGE>
                                TABLE OF CONTENTS


1.   Definitions...............................................................1

2.   Purchase and Sale of Protocol Shares......................................4
     (a)  Basic Transaction....................................................4
     (b)  Preliminary Purchase Price...........................................4
     (c)  The Closing..........................................................4
     (d)  Deliveries at the Closing............................................4
     (e)  Adjustment to Preliminary Purchase Price.............................5
     (f)  Employment Matters...................................................6

3.   Representations and Warranties Concerning the Transaction.................6
     (a)  Representations and Warranties of the Sellers........................6
     (b)  Representations and Warranties of the Buyers.........................8

4.   Representations and Warranties Concerning Protocol and Its Subsidiaries...9
     (a)  Organization, Qualification, and Corporate Power.....................9
     (b)  Capitalization.......................................................9
     (c)  Noncontravention.....................................................9
     (d)  Brokers' Fees.......................................................10
     (e)  Title to Tangible Assets............................................10
     (f)  Financial Statements................................................10
     (g)  Events Subsequent to Most Recent Fiscal Year End....................10
     (h)  Undisclosed Liabilities.............................................12
     (i)  Legal Compliance....................................................12
     (j)  Tax Matters.........................................................12
     (k)  Real Property.......................................................13
     (l)  Intellectual Property...............................................13
     (m)  Tangible Assets.....................................................15
     (n)  Inventory...........................................................15
     (o)  Contracts...........................................................15
     (p)  Notes and Accounts Receivable.......................................16
     (q)  Powers of Attorney..................................................16
     (r)  Insurance...........................................................16
     (s)  Litigation..........................................................17
     (t)  Product Warranty....................................................17
     (u)  Product Liability...................................................18
     (v)  Employees...........................................................18
     (w)  Employee Benefits...................................................18
     (x)  Guaranties..........................................................18
     (y)  Environmental, Health, and Safety Matters...........................18
     (z)  Certain Business Relationships with Protocol and Its Subsidiaries...18

5.   Pre-Closing Covenants....................................................18
     (a)  General.............................................................18
     (b)  Notices and Consents................................................18

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     (c)  Operation of Business...............................................19
     (d)  Preservation of Business............................................19
     (e)  Full Access.........................................................19
     (f)  Notice of Developments..............................................19
     (g)  Exclusivity.........................................................19

6.   Conditions to Obligation to Close........................................20
     (a)  Conditions to Obligation of the Buyers..............................20
     (b)  Conditions to Obligation of the Sellers.............................21

7.   Remedies for Breaches of This Agreement..................................21
     (a)  Survival of Representations and Warranties..........................21
     (b)  Indemnification Provisions for Benefit of the Buyers................22
     (c)  Indemnification Provisions for Benefit of the Sellers...............22
     (d)  Matters Involving Third Parties.....................................22
     (e)  Determination of Adverse Consequences...............................23
     (f)  Set-Off Against the Buyers Notes....................................23
     (g)  Limitations on Indemnifications.....................................23
     (h)  Other Indemnification Provisions....................................24

8.   Tax Matters..............................................................24
     (a)  Tax Periods Ending on or Before the Closing Date....................24
     (b)  Cooperation on Tax Matters..........................................25
     (c)  Tax Sharing Agreements..............................................25
     (d)  Certain Taxes.......................................................25

9.   Termination..............................................................25
     (a)  Termination of Agreement............................................25
     (b)  Effect of Termination...............................................26

10.  Miscellaneous............................................................26
     (a)  Nature of Certain Obligations.......................................26
     (b)  Press Releases and Public Announcements.............................26
     (c)  No Third-Party Beneficiaries........................................27
     (d)  Entire Agreement....................................................27
     (e)  Succession and Assignment...........................................27
     (f)  Counterparts........................................................27
     (g)  Headings............................................................27
     (h)  Notices.............................................................27
     (i)  Governing Law.......................................................28
     (j)  Amendments and Waivers..............................................28
     (k)  Severability........................................................28
     (l)  Expenses............................................................29
     (m)  Construction........................................................29
     (n)  Incorporation of Exhibits, Annexes, and Schedules...................29

                                      -ii-
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Exhibit A - Protocol Shareholders
Exhibit B1 - Form of Buyers Notes
Exhibit B2 - Form of Buyers Notes
Exhibit C - Historical Financial Statements
Exhibit D - Employment Agreement
Disclosure Schedule by Protocol

                                     -iii-
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                            SHARE PURCHASE AGREEMENT


     THIS SHARE PURCHASE  AGREEMENT  ("AGREEMENT")  is entered into as of August
___, 2000, by and among Solpower Corporation,  a Nevada corporation ("SOLPOWER")
and Pico  Holdings,  Inc., a California  corporation,  or its designee  ("PICO")
(collectively,  the  "BUYERS"),  and James W. Flowers  ("Flowers"),  Patricia G.
Flowers, and Florcor,  Inc., an Ontario corporation  ("Florcor")  (collectively,
the "SELLERS").  The Buyers and the Sellers are referred to collectively  herein
as the "PARTIES."

     The Sellers in the  aggregate own all of the  outstanding  capital stock of
Protocol Resource Management, Inc., an Ontario corporation ( "Protocol").

     This Agreement contemplates a transaction in which the Buyers will purchase
from  the  Sellers,  and  the  Sellers  will  sell  to  the  Buyers,  all of the
outstanding  capital  stock of Protocol in return for cash and the Buyers Notes.
The Sellers shall have a right to allocate among themselves,  as they elect, the
payment of the Purchase Price (as hereinafter defined) for the capital stock.

     Now,  therefore,  in  consideration of the premises and the mutual promises
herein  made,  and in  consideration  of the  representations,  warranties,  and
covenants herein contained, the Parties agree as follows.

     1. DEFINITIONS.

     "ADVERSE  CONSEQUENCES" means all actions,  suits,  proceedings,  hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid
in settlement, liabilities,  obligations, Taxes (as hereinafter defined), liens,
losses, expenses, and fees, including court costs and reasonable attorneys' fees
and expenses.

     "ADJUSTED  EBITDA"  means  EBITDA  calculated  as  defined  herein and then
increased for services  provided to the Buyers,  including,  but not limited to,
management fees,  intercompany  charges,  and further  adjustments to a level of
full recovery of production costs for SP34E and other products and services sold
to, or performed for the Buyers from time to time.  Included in the calculations
of the full recovery of production costs shall be a reasonable allocation of the
portion of salaries for  management  personnel  involved in the  production  and
delivery of the products,  all as calculated  and agreed within 60 days from the
close of any quarter,  with any  disputes to be referred to the auditors  acting
for Protocol for arbitration

     "AFFILIATE"  has the  meaning  set forth in Rule  12b-2 of the  regulations
promulgated under the Securities Exchange Act.

     "AFFILIATED  GROUP" means any  affiliated  group within the meaning of Code
ss.1504(a)  or any similar  group  defined  under a similar  provision of state,
local or foreign law.

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     "BASIS" means any past or present fact,  situation,  circumstance,  status,
condition,  activity,  practice,  plan,  occurrence,  event,  incident,  action,
failure  to act,  or  transaction  that  forms or could  form the  basis for any
specified consequence.

     "BUYERS" has the meaning set forth in the preface above.

     "BUYERS NOTES" has the meaning set forth in ss.2(b) below.

     "CLOSING" has the meaning set forth in ss.2(c) below.

     "CLOSING DATE" has the meaning set forth in ss.2(c) below.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "CONFIDENTIAL  INFORMATION" means any information concerning the businesses
and  affairs  of  Protocol  that  is  not  already  generally  available  to the
public(including   ideas,   research  and   development,   know-how,   formulas,
compositions,  manufacturing and production processes and techniques,  technical
data, designs,  drawings,  specifications,  customer and supplier lists, pricing
and cost information, and business and marketing plans and proposals).

     "DISCLOSURE  SCHEDULE"  has the meaning  set forth in  Sections  3(a) and 4
below.

     "EBIT" means, in respect of Protocol, for any fiscal period, net income (or
net loss) PLUS the sum of (a) net interest expense,  (b) income-tax expense, (c)
extraordinary losses included in net income and (d) losses on the sale of assets
other than  inventory sold in the ordinary  course of business,  LESS the sum of
(a)  extraordinary  gains  included  in net  income and (b) gains on the sale of
assets other than  inventory  sold in the ordinary  course of business,  in each
case determined in accordance with GAAP for such period.

     "EBITDA"  means, in respect of Protocol,  for any fiscal period,  EBIT PLUS
the sum of (a) depreciation  expense,  (b) amortization  expense and (c) noncash
charges, LESS noncash gains, in each case determined in accordance with GAAP for
such period.

     "EMPLOYEE  BENEFIT PLAN" means any employee pension or benefit plan whether
or not the same is qualified under the U.S. Employee  Retirement Income Security
Act of 1974, as amended  ("ERISA") or  comparable  Canadian  provisions  and any
other employee benefit plan, program or arrangement of any kind.

     "FINANCIAL STATEMENT" has the meaning set forth in ss.4(g) below.

     "GAAP" means Canadian generally accepted accounting principles as in effect
from time to time as described  and  promulgated  by the  Canadian  Institute of
Chartered Accountants.

     "INDEMNIFIED PARTY" has the meaning set forth in ss.7(d) below.

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     "INDEMNIFYING PARTY" has the meaning set forth in ss.7(d) below.

     "INTELLECTUAL  PROPERTY"  means (a) all inventions  (whether  patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets  and  all  Confidential   Information  (including  ideas,  research  and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing plans and proposals),  (f) all computer  software  (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).

     "KNOWLEDGE" means actual current knowledge after reasonable investigation.

     "ORDINARY  COURSE OF  BUSINESS"  means  the  ordinary  course  of  business
consistent with past custom and practice (including with respect to quantity and
frequency).

     "PARTY" has the meaning set forth in the preface above.

     "PERSON" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization,
or a governmental  entity (or any department,  agency, or political  subdivision
thereof).

     "PRELIMINARY PURCHASE PRICE" has the meaning set forth in ss.2(b) below.

     "PROTOCOL" has the meaning set forth in the preface above.

     "PROTOCOL SHARE" means any share of the Common Stock of Protocol.

     "PURCHASE PRICE" has the meaning set forth in ss.2(e) below.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SECURITIES  EXCHANGE  ACT" means the  Securities  Exchange Act of 1934, as
amended.

     "SECURITY INTEREST" means any mortgage, pledge, lien, encumbrance,  charge,
or other  security  interest,  other  than (a)  mechanic's,  materialmen's,  and
similar liens,  (b) liens for Taxes not yet due and payable,  (c) purchase money
liens and liens securing rental payments under capital lease  arrangements,  (d)
any other lien imposed under any applicable  statute,  law or regulation and (e)
other  liens  arising in the  Ordinary  Course of Business  and not  incurred in
connection with the borrowing of money.

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     "SELLERS" has the meaning set forth in the preface above.

     "TAX" or "TAXES" means any federal,  provincial,  state,  local, or foreign
income, gross receipts, license, payroll, employment,  excise, severance, stamp,
occupation,  premium, windfall profits,  environmental,  customs duties, capital
stock,   franchise,   profits,   withholding,   social  security  (or  similar),
unemployment,   disability,   real  property,  personal  property,  sales,  use,
transfer,  registration,  value added, alternative or add-on minimum, estimated,
or  other  tax of any kind  whatsoever,  including  any  interest,  penalty,  or
addition thereto, whether disputed or not.

     "TAX RETURN" means any return,  declaration,  report,  claim for refund, or
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

     "THIRD PARTY CLAIM" has the meaning set forth in ss.7(d) below.

     2. PURCHASE AND SALE OF PROTOCOL SHARES.

     (a) BASIC  TRANSACTION.  On and subject to the terms and conditions of this
Agreement,  the Buyers agree to purchase  from each of the Sellers,  and each of
the Sellers agrees to sell to the Buyers,  all of his or its Protocol Shares for
the consideration  specified below in this ss.2. The holdings of Protocol Shares
by the Sellers is set forth on Exhibit A to this  Agreement.  All  references to
currency herein refer to Canadian Dollars.

     (b) PRELIMINARY  PURCHASE PRICE. The Buyers agree to pay to the Sellers One
Million Five Hundred Thousand Dollars ($1,500,000.00) (the "PRELIMINARY PURCHASE
PRICE") by delivery of (i) their  promissory  notes (the "BUYERS  NOTES") in the
forms of Exhibit B1 and B2 attached hereto in the aggregate  principal amount of
Five Hundred Thousand Dollars  ($500,000.00)  and (ii) cash in the amount of One
Million Thousand Dollars ($1,000,000.00) payable by certified cheque, bank draft
or wire transfer.  The Preliminary  Purchase Price and the Buyers Notes shall be
allocated  among the Sellers,  as they elect,  whether or not in  proportion  to
their  respective  holdings of Protocol  Shares and is set forth on Exhibit A to
this Agreement. To the extent applicable, the Preliminary Purchase Price will be
subject to post-Closing adjustment as set forth below in this ss.2.

     (c) THE  CLOSING.  The  closing of the  transactions  contemplated  by this
Agreement (the "CLOSING")  shall take place at the offices of Wilson,  Vukelich,
Barristers & Solicitors  in Markham,  Ontario,  Canada  commencing  at 9:00 a.m.
local time at such date as the Buyers and the  Sellers  may  mutually  determine
(the "CLOSING DATE"); PROVIDED, HOWEVER, that the Closing Date shall be no later
than August 30, 2000.

     (d) DELIVERIES AT THE CLOSING. At the Closing, (i) the Sellers will deliver
to the Buyers the various certificates,  instruments,  and documents referred to
in ss.6(a)  below,  (ii) the Buyers  will  deliver to the  Sellers  the  various
certificates,  instruments,  and documents  referred to in ss.6(b) below,  (iii)

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each of the Sellers will deliver to the Buyers stock  certificates  representing
all of his or its  Protocol  Shares,  endorsed in blank or  accompanied  by duly
executed assignment  documents,  and (iv) one or more of the Buyers will deliver
to each of the Sellers the consideration specified in ss.2(b) above.

     (e) ADJUSTMENT TO PRELIMINARY  PURCHASE  PRICE.  The  Preliminary  Purchase
Price shall be adjusted as follows:

          (i)  DISPUTE  RESOLUTION.  If,  in the  determination  of  the  Second
     Anniversary  Actual EBITDA and the Third Anniversary Actual EBITDA (as such
     terms are  hereinafter  defined),  the Buyer and the Sellers  fail to reach
     agreement on the manner of  calculation of such Second  Anniversary  Actual
     EBITDA and/or Third  Anniversary  Actual EBITDA within a period of five (5)
     business  days  following  the  delivery of the  calculation  of same,  any
     disagreement,  conflict or dispute relating thereto shall be referred to an
     independent auditor (the "Auditor") mutually selected by the Buyers and the
     Sellers  hereto which  Auditor  shall make any  adjustments  or resolve any
     disputes,  differences or controversies with respect to the calculations or
     finalization of the Adjusted EBITDA for the relevant period. If the parties
     fail to  mutually  select such  Auditor,  any Party may apply to a court of
     competent  jurisdiction  in the  Province of Ontario for purposes of having
     such court appoint such Auditor.  The costs of the Auditor shall be paid as
     determined by such Auditor and the Auditor shall be required to resolve any
     such dispute as soon as  possible,  but in no event later than fifteen (15)
     business days following the date such dispute was first  mutually  deferred
     to such Auditor.

          (ii) SECOND ANNIVERSARY CALCULATIONS.  As soon as possible but, in any
     event,  not later  than  sixty (60)  calendar  days after the second  (2nd)
     anniversary of the Closing Date, the Buyers will prepare and deliver to the
     Sellers  a  calculation  of  Protocol's  Adjusted  EBITDA  for  each of the
     immediate preceding two (2) years (the "SECOND ANNIVERSARY ACTUAL EBITDA").
     If the average of the two (2) years of the Second Anniversary Actual EBIDTA
     (the "SECOND ANNIVERSARY AVERAGE EBITDA") is not at least Two Hundred Fifty
     Thousand  ($250,000),  then the Preliminary Purchase Price shall be reduced
     by an amount equal to one hundred percent (100%) of the difference  between
     Two Hundred Fifty Thousand  Dollars  ($250,000) and the Second  Anniversary
     Average EBITDA and the principal amount  outstanding under the Buyers Notes
     shall be  reduced,  pro rata to the  principal  outstanding  on each of the
     Buyers Notes,  by one hundred  percent  (100%) of the  difference,  if any,
     between  Two  Hundred  Fifty  Thousand  Dollars  ($250,000)  and the Second
     Anniversary Average EBITDA.

          (iii) THIRD ANNIVERSARY CALCULATIONS.  On the third anniversary of the
     Closing  Date,  the  Buyers  will  prepare  and  deliver  to the  Sellers a
     calculation of Protocol's Adjusted EBITDA for the immediately preceding one
     (1) year period  (the  "THIRD  ANNIVERSARY  ACTUAL  EBITDA").  If the Third
     Anniversary Actual EBITDA is not equal to or greater than Two Hundred Fifty
     Thousand Dollars  ($250,000.00) (the "THIRD ANNIVERSARY  PROTOCOL EBITDA"),
     then the Preliminary Purchase Price and the principal amounts due under the
     remaining  Buyers  Notes  shall  be  reduced,  pro  rata  to the  principal
     outstanding on each of the Buyers Notes,  by an amount equal to one hundred
     percent (100%) of the  difference,  if any,  between the Third  Anniversary
     Protocol EBITDA and the Third Anniversary Actual EBITDA.

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          (iv) SCHEDULE FOR  CALCULATIONS.  Notwithstanding  any other provision
     contained herein,  the calculation of the Second  Anniversary Actual EBITDA
     and the Third  Anniversary  Actual  EBITDA  shall be  completed  as soon as
     possible but, in any event,  not later than sixty (60) calendar days of the
     respective  second and third  anniversary dates of the Closing Date and the
     amounts due under the Buyers Notes (after  reflecting any such  adjustments
     under this Section) shall be paid  forthwith,  but in any event,  not later
     than thirty (30) calendar days of the  completion  of the  calculations  of
     such amounts.  The  calculations  shall be provided to the holder(s) of the
     Buyers Notes for their  information.  The Preliminary  Purchase Price as so
     adjusted by this Section 2 is referred to herein as the "Purchase Price."

     (f) EMPLOYMENT MATTERS. Concurrently with the Closing, Flowers and Protocol
shall enter into an Employment Agreement (and all schedules thereto) in the form
attached as Exhibit D. In addition to any other  provisions of this Agreement or
any of the  schedules or exhibits  attached  hereto,  the parties agree that the
holders of the Buyers Notes shall have the right to  immediately  accelerate the
Buyers  Notes issued to them and receive  full  payment  thereunder  without any
adjustment  thereunder within 30 calendar days of any termination by Protocol of
Flowers'  employment  with  Protocol,  except  that,  in  the  event  that  such
employment is terminated for cause under  applicable laws, then the Buyers shall
be entitled to recalculate  the Adjusted EBIDTA under  ss.ss.2(e)(ii)  and (iii)
above if the  termination  occurs  on or after  the  second  anniversary  of the
Closing  Date,  or to  independently  recalculate  the  Adjusted  EBIDTA  if the
termination  occurs  prior to the second  anniversary  of the  Closing  Date (in
either case, the  "Recalculated  Termination  EBIDTA Payment") and to reduce the
amount of the Buyers Notes,  pro rata, to the  Recalculated  Termination  EBIDTA
Payment.  The  Recalculated  EBIDTA  Payment  shall be made as  specified in the
Employment Agreement or in the schedules thereto and shall be paid to the Buyers
Notes holders within thirty (30) calendar days of any termination  Additionally,
Pico and Solpower  jointly and severally  irrevocably  guarantee any termination
compensation  or benefits  payable to Flowers under the terms of the  Employment
Agreement.

     3. REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION.

     (a) REPRESENTATIONS  AND WARRANTIES OF THE SELLERS.  Except as qualified by
the Disclosure Schedule,  each of the Sellers represents and warrants to each of
the Buyers  that the  statements  contained  in this  ss.3(a)  are  correct  and
complete as of the date of this Agreement and will be correct and complete as of
the  Closing  Date (as  though  made then and as though  the  Closing  Date were
substituted for the date of this Agreement throughout this ss.3(a)) with respect
to himself or itself.

          (i) ORGANIZATION OF FLORCOR.  Florcor is a corporation duly organized,
     validly  existing,  and in good standing under the laws of the jurisdiction
     of its incorporation.

          (ii) AUTHORIZATION OF TRANSACTION.  Each of the Sellers has full power
     and authority (including,  in the case of Florcor, full corporate power and
     authority) to execute and deliver this  Agreement and to perform his or its
     obligations  hereunder.  This Agreement  constitutes  the valid and legally
     binding obligation of the Sellers, enforceable in accordance with its terms
     and conditions,  subject to limitations with respect to enforcement imposed
     by law in  connection  with  bankruptcy or similar  proceedings  and to the
     extent that equitable remedies such as specific  performance and injunction

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     are  in  the   discretion   of  the  court   from  which  they  are  sought
     (collectively, the "Enforceability  Qualifications").  The Sellers need not
     give any notice to, or obtain any  authorization,  consent,  or approval of
     any  government  or   governmental   agency  in  order  to  consummate  the
     transactions contemplated by this Agreement. Each of the Sellers represents
     and warrants  that the  allocation of the Purchase  Price,  as set forth on
     Exhibit A, has been  agreed to by such  Seller and that each of the Sellers
     waives any claims with respect to such allocation,  even if such allocation
     and receipt of the Purchase  Price is not in proportion to the ownership of
     the capital stock by such Seller.

          (iii) NONCONTRAVENTION. Neither the execution and the delivery of this
     Agreement,  nor the consummation of the transactions  contemplated  hereby,
     will  violate  any  material  constitution,   statute,   regulation,  rule,
     injunction,  judgment,  order, decree, ruling, charge, or other restriction
     of any government,  governmental  agency, or court to which the Sellers are
     subject or, if the case of Florcor,  any provision of its charter or bylaws
     or, to the knowledge of the Sellers,  conflict  with,  result in a material
     breach of,  constitute  a default  under,  result in the  acceleration  of,
     create in any party the right to accelerate,  terminate, modify, or cancel,
     or require  any  notice  under any  agreement,  contract,  lease,  license,
     instrument,  or other  arrangement  to which the  Sellers are a party or by
     which he or it is bound or to which any of his or its assets is subject.

          (iv) BROKERS' FEES.  None of the Sellers has any obligation to pay any
     fees or  commissions  to any broker,  finder,  or agent with respect to the
     transactions  contemplated  by this  Agreement  for which the Buyers  could
     become liable or obligated.

          (v) INVESTMENT.  Each of the Sellers (A)  understands  that the Buyers
     Notes have not been, and will not be,  registered under the Securities Act,
     or under any U.S.  state or Canadian  provincial  securities  laws, and are
     being  offered and sold in reliance upon federal and state  exemptions  for
     transactions not involving any public offering, (B) is acquiring the Buyers
     Notes solely for his or its own account for  investment  purposes,  and not
     with a view to the distribution  thereof,  (C) is a sophisticated  investor
     with  knowledge and experience in business and financial  matters,  (D) has
     received  certain  information  concerning  the  Buyers  and  has  had  the
     opportunity  to  obtain  additional  information  as  desired  in  order to
     evaluate the merits and the risks  inherent in holding the Buyers Notes and
     (E) is able to bear the  economic  risk and lack of  liquidity  inherent in
     holding the Buyers Notes.

          (vi)  PROTOCOL  SHARES.  The  Sellers  each  hold of  record  and owns
     beneficially  the  number of  Protocol  Shares set forth next to his or its
     name in Exhibit A, free and clear of any  restrictions  on transfer  (other
     than prescribed by Protocol's articles of incorporation (as amended) or any
     Security Interests.  None of the Sellers is a party to any option, warrant,
     purchase  right,  or other  contract or  commitment  that could require the
     Sellers to sell,  transfer,  or otherwise  dispose of any capital  stock of
     Protocol (other than under this Agreement).  None of the Sellers is a party
     to any voting  trust,  proxy,  or other  agreement  or  understanding  with
     respect to the voting of any capital stock of Protocol.

                                      -7-
<PAGE>
     (b)  REPRESENTATIONS  AND  WARRANTIES  OF THE  BUYERS.  Each of the  Buyers
represents and warrants to each of the Sellers that the statements  contained in
this ss.3(b) are correct and complete as of the date of this  Agreement and will
be correct  and  complete  as of the  Closing  Date (as though  made then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout this ss.3(b)).

          (i)  ORGANIZATION OF THE BUYERS.  Each of the Buyers is a corporation,
     duly organized,  validly  existing,  and in good standing under the laws of
     the jurisdiction of its incorporation.

          (ii)  AUTHORIZATION OF TRANSACTION.  Each of the Buyers has full power
     and authority (including full corporate power and authority) to execute and
     deliver  this  Agreement  and to perform its  obligations  hereunder.  This
     Agreement  constitutes the valid and legally binding  obligation of each of
     the  Buyers,  and the  Buyers  Notes  constitute  valid and  legal  binding
     obligations of Pico, in each case, enforceable in accordance with its terms
     and conditions, subject to the Enforceability Qualifications.

          (iii) NONCONTRAVENTION. Neither the execution and the delivery of this
     Agreement,  nor the consummation of the transactions  contemplated  hereby,
     will  violate any  constitution,  statute,  regulation,  rule,  injunction,
     judgment,  order,  decree,  ruling,  charge,  or other  restriction  of any
     government,  governmental  agency, or court to which the Buyers are subject
     or any  provision  of its charter or bylaws or conflict  with,  result in a
     breach of,  constitute  a default  under,  result in the  acceleration  of,
     create in any party the right to accelerate,  terminate, modify, or cancel,
     or require  any  notice  under any  agreement,  contract,  lease,  license,
     instrument,  or other  arrangement  to which the  Buyers  are a party or by
     which it is bound or to which any of its assets is subject.

          (iv) BROKERS'  FEES.  None of the Buyers has any obligation to pay any
     fees or  commissions  to any broker,  finder,  or agent with respect to the
     transactions  contemplated  by this  Agreement  for which any Sellers could
     become liable or obligated.

          (v) INVESTMENT. Neither of the Buyers is acquiring the Protocol Shares
     with a view to or for  sale in  connection  with any  distribution  thereof
     within  the  meaning  of  the  Securities  Act.  Each  of  the  Buyers  (A)
     understands  that  the  Protocol  Shares  have not  been,  and will not be,
     registered  under the  Securities  Act, or under any U.S. state or Canadian
     provincial securities laws, and are being offered and sold in reliance upon
     federal, state and provincial exemptions for transactions not involving any
     public offering, (B) is acquiring the Protocol Shares solely for his or its
     own  account  for  investment  purposes,   and  not  with  a  view  to  the
     distribution  thereof,  (C) is a sophisticated  investor with knowledge and
     experience  in business and  financial  matters,  (D) has received  certain
     information  concerning  the  Protocol  and  the  Sellers  and  has had the
     opportunity  to  obtain  additional  information  as  desired  in  order to
     evaluate the merits and the risks  inherent in holding the Protocol  Shares
     and (E) is able to bear the economic risk and lack of liquidity inherent in
     holding the Protocol Shares.

          (vi) NO  LITIGATION.  Neither of the Buyers is a party to any  claims,
     litigation,  administrative  proceeding  or  other  actions  or,  to  their
     knowledge, threatened proceedings or actions which have been brought or may
     be brought which might, if adversely  determined,  preclude the Buyers from
     completing this transaction as set forth in this Agreement.

                                      -8-
<PAGE>
     4. REPRESENTATIONS AND WARRANTIES CONCERNING PROTOCOL.  Each of the Sellers
represents and warrants to each of the Buyers that the  statements  contained in
this ss.4 are correct and complete as of the date of this  Agreement and will be
correct and  complete as of the Closing  Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
ss.4),  except as set forth in the disclosure  schedule delivered by the Sellers
to the Buyers on the date hereof  (the  "DISCLOSURE  SCHEDULE").  Nothing in the
Disclosure  Schedule  shall be deemed  adequate to disclose  an  exception  to a
representation or warranty made herein,  however, unless the Disclosure Schedule
identifies the exception with  particularity and describes the relevant facts in
detail. The Disclosure Schedule will be arranged in paragraphs  corresponding to
the lettered and numbered  paragraphs  contained in this ss.4. The Sellers shall
be expressly permitted to amend, modify and/or update the Disclosure Schedule at
all times prior to the Closing Time.

     (a)  ORGANIZATION,  QUALIFICATION,  AND  CORPORATE  POWER.  Protocol  is  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the jurisdiction of its incorporation. Protocol has full corporate power
and authority and all material licenses,  permits, and authorizations  necessary
to  carry  on the  businesses  in  which  it is  engaged  and to own and use the
properties  owned and used by it. ss.4(a) of the  Disclosure  Schedule lists the
directors  and officers of Protocol . The Sellers  have  delivered to the Buyers
correct and complete copies of the charter and bylaws of Protocol (as amended to
date). The minute books (containing the records of meetings of the stockholders,
the board of directors, and any committees of the board of directors), the stock
certificate  books, and the stock record books of Protocol is materially correct
and complete.  Protocol is not in default under or in violation of any provision
of its charter or bylaws.

     (b)  CAPITALIZATION.  The  entire  authorized  capital  stock  of  Protocol
consists of an  unlimited  number of  Protocol  Shares,  of which  1,000Protocol
Shares are issued and  outstanding.  All of the issued and outstanding  Protocol
Shares  have  been  duly  authorized,   are  validly  issued,  fully  paid,  and
nonassessable,  and are held of record by the respective Sellers as set forth in
ss.4(b) of the  Disclosure  Schedule.  There are no  outstanding  nor authorized
options,  warrants,  purchase rights,  subscription  rights,  conversion rights,
exchange  rights,  or other contracts or commitments that could require Protocol
to issue,  sell,  or otherwise  cause to become  outstanding  any of its capital
stock. There are no outstanding or authorized stock appreciation, phantom stock,
profit participation,  or similar rights with respect to Protocol.  There are no
voting trusts,  proxies,  or other agreements or understandings  with respect to
the voting of the capital stock of Protocol.

     (c)  NONCONTRAVENTION.  Neither  the  execution  and the  delivery  of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(i) violate any material constitution,  statute,  regulation,  rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental  agency,  or court to which any of Protocol and its Subsidiaries is
subject or any  provision  of the charter or bylaws of any of  Protocol  and its
Subsidiaries or (ii) to the knowledge of the Sellers, conflict with, result in a
material breach of,  constitute a default under,  result in the acceleration of,
create in any party the right to accelerate,  terminate,  modify,  or cancel, or
require any notice under any agreement, contract, lease, license, instrument, or
other  arrangement  to which  Protocol  is a party or by which it is bound or to

                                      -9-
<PAGE>
which any of its assets is subject (or result in the  imposition of any Security
Interest  upon any of its  assets).  Prior  to  completion  of the  transactions
contemplated  herein,  Protocol  does not need to give any notice  to,  make any
filing with, or obtain any authorization, consent, or approval of any government
or governmental  agency in order for the Parties to consummate the  transactions
contemplated by this Agreement.

     (d) BROKERS' FEES.  Protocol has no liability or obligation to pay any fees
or commissions to any broker,  finder, or agent with respect to the transactions
contemplated by this Agreement.

     (e) TITLE TO TANGIBLE ASSETS. Protocol has good and marketable title to, or
a valid leasehold  interest in, the properties and assets used by it, located on
its premises, or shown on its Most Recent Financial Statements or acquired after
the  date  thereof,  free  and  clear  of all  Security  Interests,  except  for
properties and assets  disposed of in the Ordinary  Course of Business since the
date of its Most Recent Financial Statements.

     (f) FINANCIAL  STATEMENTS.  Attached  hereto as Exhibit C are the following
financial statements  (collectively the "FINANCIAL  STATEMENTS"):  (i) unaudited
balance sheets and statements of income,  changes in stockholders'  equity,  and
cash flow as of and for the fiscal years ended  January 31, 2000,  1999 and 1998
(the "MOST RECENT FISCAL YEAR END") for  Protocol;  and (ii)  unaudited  balance
sheets and statements of income,  changes in stockholders' equity, and cash flow
(the "MOST RECENT FINANCIAL STATEMENTS") as of and for the five (5) months ended
June 30, 2000 (the "MOST RECENT FISCAL MONTH END") for  Protocol.  The Financial
Statements  (including the notes thereto) have been prepared in accordance  with
GAAP applied on a  consistent  basis  throughout  the periods  covered  thereby,
present  fairly , the  financial  condition of Protocol as of such dates and the
results of operations of Protocol for such periods, are correct and complete and
are consistent with the books and records of Protocol.

     (g) EVENTS SUBSEQUENT TO MOST RECENT FISCAL YEAR END. Since the Most Recent
Fiscal Year End, there has not been any material adverse change in the business,
financial  condition,  operations or results of operations of Protocol.  Without
limiting the generality of the foregoing, since that date:

          (i) Protocol has not sold, leased, transferred, or assigned any of its
     assets, tangible or intangible,  other than for a fair consideration in the
     Ordinary Course of Business;

          (ii) Protocol has not entered into any agreement,  contract, lease, or
     license (or series of related agreements,  contracts, leases, and licenses)
     either  involving  more than  $10,000 or  outside  the  Ordinary  Course of
     Business;

          (iii) Protocol has not accelerated, terminated, modified, or cancelled
     any  agreement,   contract,   lease,  or  license  (or  series  of  related
     agreements, contracts, leases, and licenses) involving more than $10,000 to
     which Protocol is a party or by which it is bound;

          (iv)  Protocol has not imposed any Security  Interest  upon any of its
     assets,  tangible or intangible other than the bank facility readjustments,
     details of which have been  provided to the Buyer or outside  the  Ordinary
     Course of Business;

                                      -10-
<PAGE>
          (v)  Protocol  has not made any  capital  expenditure  (or  series  of
     related capital expenditures) either involving more than $20,000 or outside
     the Ordinary Course of Business;

          (vi) Protocol has not made any capital  investment in, any loan to, or
     any acquisition of the securities or assets of, any other Person (or series
     of related capital  investments,  loans, and acquisitions) either involving
     more than $10,000 or outside the Ordinary Course of Business;

          (vii)  Protocol has not issued any note,  bond, or other debt security
     or created, incurred,  assumed, or guaranteed any indebtedness for borrowed
     money or capitalized lease outside the Ordinary Course of Business;

          (viii)  Protocol has not delayed or postponed  the payment of accounts
     payable and other liabilities outside the Ordinary Course of Business;

          (ix) Protocol has not cancelled,  compromised, waived, or released any
     right or claim (or series of related  rights and claims)  either  involving
     more than $10,000 or outside the Ordinary Course of Business;

          (x) Protocol has not granted any license or  sublicense  of any rights
     under or with respect to any Intellectual Property;

          (xi) There has been no change  made or  authorized  in the  charter or
     bylaws of Protocol;

          (xii) Protocol has not issued,  sold, or otherwise  disposed of any of
     its capital  stock,  or granted any options,  warrants,  or other rights to
     purchase or obtain (including upon conversion,  exchange,  or exercise) any
     of its capital stock;

          (xiii)  Protocol has not declared,  set aside, or paid any dividend or
     made any distribution with respect to its capital stock (whether in cash or
     in kind) or redeemed,  purchased,  or otherwise acquired any of its capital
     stock,  except in connection with the transactions  contemplated  hereunder
     and as disclosed to the Buyers;

          (xiv) Protocol has not experienced any material  damage,  destruction,
     or loss (whether or not covered by insurance) to its property;

          (xv)  Protocol  has not made any loan to,  or  entered  into any other
     transaction with, any of its directors, officers, and employees outside the
     Ordinary Course of Business;

          (xvi)  Protocol  has not  entered  into  any  employment  contract  or
     collective bargaining agreement,  written or oral, or modified the terms of
     any  existing  such  contract or agreement  outside the Ordinary  Course of
     Business;

                                      -11-
<PAGE>
          (xvii) Protocol has not granted any increase in the base  compensation
     of any of its  directors,  officers,  and  employees  outside the  Ordinary
     Course of Business;

          (xviii) Protocol has not adopted, amended, modified, or terminated any
     bonus,  profit-sharing,  incentive,  severance, or other plan, contract, or
     commitment for the benefit of any of its directors, officers, and employees
     (or taken any such action with respect to any other Employee  Benefit Plan)
     outside the Ordinary Course of Business;

          (xix)  Protocol has not made any other change in employment  terms for
     any of its directors,  officers,  and employees outside the Ordinary Course
     of Business;

          (xx) Protocol has not made or pledged to make any  charitable or other
     capital contribution outside the Ordinary Course of Business; and

          (xxi)  there  has not  been any  other  occurrence,  event,  incident,
     action,  failure to act,  or  transaction  outside the  Ordinary  Course of
     Business involving Protocol which would have a material adverse consequence
     on any of the above.

     (h) UNDISCLOSED LIABILITIES.  To the knowledge of the Sellers and except as
disclosed in writing to the Buyers,  Protocol has no material liability (and, to
the  knowledge  of the  Sellers,  there is no Basis  for any  present  or future
action, suit, proceeding, hearing,  investigation,  charge, complaint, claim, or
demand against Protocol or any of them giving rise to any liability), except for
(i)  liabilities set forth on the face of the Most Recent  Financial  Statements
(or in any of the notes  thereto) and (ii)  liabilities  which have arisen after
the Most Recent  Fiscal  Month End in the Ordinary  Course of Business  (none of
which  results  from,  arises  out of,  relates  to, is in the nature of, or was
caused by, to the  knowledge of the Sellers,  any breach of contract,  breach of
warranty, tort, infringement, or violation of law).

     (i) LEGAL  COMPLIANCE.  Protocol  has  complied  with all  applicable  laws
(including rules,  regulations,  codes, plans, injunctions,  judgments,  orders,
decrees,  rulings,  and charges  thereunder) of federal,  provincial,  and local
governments (and all agencies thereof) in all material aspects,  and, no action,
suit, proceeding, hearing,  investigation,  charge, complaint, claim, demand, or
notice has been filed or commenced  against Protocol  alleging any failure so to
comply.

     (j) TAX MATTERS.

          (i) FILINGS.  Protocol has filed all Tax Returns  required to be filed
     as of the date hereof.  All Taxes currently payable by Protocol (whether or
     not shown on any Tax Return) have been paid.  Protocol currently is not the
     beneficiary  of any  extension of time within which to file any Tax Return.
     No claim has ever  been made by any  authority  in any  jurisdiction  where
     Protocol does not file Tax Returns that it is or may be subject to taxation
     by that jurisdiction.  There are no Security Interests on any of the assets
     of any of Protocol  that arose in  connection  with any failure (or alleged
     failure) to pay any Tax.

                                      -12-
<PAGE>
          (ii) WITHHOLDING. Protocol has withheld and paid all Taxes required to
     have been withheld and paid in connection with amounts paid or owing to any
     employee,  independent contractor,  creditor,  stockholder,  or other third
     party.

          (iii)  RESERVES.  The unpaid  Taxes of Protocol (A) did not, as of the
     Most Recent Fiscal Year End, exceed the reserve for Tax liability set forth
     on the face of the Most Recent Financial Statements (or in any of the notes
     thereto)  and (B) do not exceed that reserve as adjusted for the passage of
     time  through  the  Closing  Date in  accordance  with the past  custom and
     practice of Protocol in filing its Tax Returns.

     (k) REAL PROPERTY.  Section  4(l)(i) of the  Disclosure  Schedule lists and
describes  briefly  all real  property  that  Protocol  owns or  leases  and any
mortgages,  claims or other restrictions on the same and sets forth the terms of
all leases.

     (l) INTELLECTUAL PROPERTY.

          (i)  OWNERSHIP.  Protocol  owns or has the right to use,  pursuant  to
     license,  sublicense,  agreement, or permission,  all Intellectual Property
     necessary for the operation of its businesses as presently conducted.  Each
     item of Intellectual  Property owned or used by Protocol  immediately prior
     to the Closing  hereunder will be owned or available for use by Protocol on
     identical  terms  and  conditions  immediately  subsequent  to the  Closing
     hereunder.  Protocol  has  taken  all  necessary  and  desirable  action to
     maintain and protect  each item of  Intellectual  Property  that it owns or
     uses.

          (ii) NO PRIOR INFRINGEMENT.  To the knowledge of the Sellers, Protocol
     has not interfered with, infringed upon, misappropriated, or otherwise come
     into conflict with any Intellectual  Property rights of third parties,  and
     none of the Sellers has ever received any written charge, complaint, claim,
     demand,   or  notice   alleging   any  such   interference,   infringement,
     misappropriation,  or violation  (including  any claim that  Protocol  must
     license or refrain from using any Intellectual Property rights of any third
     party).  To the  Knowledge  of  any of the  Sellers,  no  third  party  has
     interfered with,  infringed upon,  misappropriated,  or otherwise come into
     conflict with any Intellectual Property rights of Protocol.

          (iii)  SCHEDULE OF  INTELLECTUAL  PROPERTY.  Section  4(m)(iii) of the
     Disclosure  Schedule  identifies each patent or registration which has been
     issued  to  Protocol  with  respect  to any of its  Intellectual  Property,
     identifies each pending patent  application or application for registration
     which Protocol has made with respect to any of its  Intellectual  Property,
     and identifies each license,  agreement, or other permission which Protocol
     has  granted  to any third  party with  respect to any of its  Intellectual
     Property (together with any exceptions).  The Sellers have delivered to the
     Buyers  correct and  complete  copies of all such  patents,  registrations,
     applications,  licenses,  agreements,  and permissions (as amended to date)
     and have made  available to the Buyers  correct and complete  copies of all
     other  written  documentation  evidencing  ownership  and  prosecution  (if
     applicable) of each such item. ss.4(m)(iii) of the Disclosure Schedule also
     identifies  each trade name or  unregistered  trademark used by Protocol in

                                      -13-
<PAGE>
     connection with its  businesses.  With respect to each item of Intellectual
     Property  required  to be  identified  in  ss.4(m)(iii)  of the  Disclosure
     Schedule:

               (A) Protocol possess all right, title, and interest in and to the
          item,  free and  clear of any  Security  Interest,  license,  or other
          restriction;

               (B)  The  item  is not  subject  to any  outstanding  injunction,
          judgment, order, decree, ruling, or charge;

               (C) No action, suit, proceeding, hearing, investigation,  charge,
          complaint,  claim,  or  demand  is  pending  or  is  threatened  which
          challenges the legality, validity,  enforceability,  use, or ownership
          of the item; and

               (D)  Protocol  has not  agreed to  indemnify  any  Person  for or
          against any  interference,  infringement,  misappropriation,  or other
          conflict with respect to the item.

          (iv)  THIRD  PARTY  INTERESTS.  Section  4(m)(iv)  of  the  Disclosure
     Schedule  identifies each material item of  Intellectual  Property that any
     third party owns and that Protocol  uses  pursuant to license,  sublicense,
     agreement, or permission.  The Sellers have delivered to the Buyers correct
     and complete  copies of all such  licenses,  sublicenses,  agreements,  and
     permissions (as amended to date). With respect to each item of Intellectual
     Property  required  to be  identified  in  ss.4(m)(iv)  of  the  Disclosure
     Schedule:

               (A) The license,  sublicense,  agreement,  or permission covering
          the item is legal, valid, binding,  enforceable, and in full force and
          effect, subject to the Enforceability Qualifications;

               (B) No party to the license, sublicense, agreement, or permission
          is in material breach or default, and no event has occurred which with
          notice or lapse of time would  constitute a material breach or default
          or permit termination, modification, or acceleration thereunder;

               (C) No party to the license, sublicense, agreement, or permission
          has repudiated any provision thereof;

               (D) With  respect to each  sublicense,  the  representations  and
          warranties set forth in subsections (A) through (C) above are true and
          correct with respect to the underlying license;

               (E) The underlying item of  Intellectual  Property is not subject
          to any outstanding  injunction,  judgment,  order, decree,  ruling, or
          charge;

               (F) No action, suit, proceeding, hearing, investigation,  charge,
          complaint,  claim,  or  demand  is  pending  or  is  threatened  which
          challenges the legality, validity, or enforceability of the underlying
          item of Intellectual Property; and

                                      -14-
<PAGE>
               (G) Protocol has not granted any sublicense or similar right with
          respect to the license, sublicense, agreement, or permission.

          (v) NO FUTURE  INFRINGEMENTS.  To the Knowledge of any of the Sellers,
     Protocol  will  not  interfere  with,  infringe  upon,  misappropriate,  or
     otherwise  come into conflict  with, any  Intellectual  Property  rights of
     third parties as a result of the continued  operation of its  businesses as
     presently conducted.

          (vi)  None of the  Sellers  has  any  Knowledge  of any new  products,
     inventions,  procedures, or methods of manufacturing or processing that any
     competitors or other third parties have developed which reasonably could be
     expected to  supersede  or make  obsolete  any product or process of any of
     Protocol.

     (m) TANGIBLE  ASSETS.  Protocol  owns or leases all  buildings,  machinery,
equipment, and other tangible assets necessary for the conduct of its businesses
as presently conducted. Each such tangible asset is free from material defects ,
has been  maintained in the Ordinary  Course of Business,  is in good  operating
condition and repair (subject to normal wear and tear),  and is suitable for the
purposes for which it presently is used.

     (n)  INVENTORY.  The  inventory of Protocol  consists of raw  materials and
supplies,  manufactured  and  purchased  parts,  goods in process,  and finished
goods, all of which are merchantable and fit for the purpose for which they were
procured or manufactured,  and none of which is slow-moving,  obsolete, damaged,
or defective,  subject only to the reserve for inventory  writedown as set forth
on the face of the Most  Recent  Financial  Statements  (or in any of the  notes
thereto)  as  adjusted  for the  passage of time  through  the  Closing  Date in
accordance with the past custom and practice of Protocol .

     (o) CONTRACTS.  The Disclosure  Schedule lists the following  contracts and
other agreements to which Protocol is a party:

          (i) Any  agreement (or group of related  agreements)  for the lease of
     personal  property to or from any Person  providing  for lease  payments in
     excess of $9,000 per annum;

          (ii) Any agreement (or group of related  agreements)  for the purchase
     or  sale  of raw  materials,  commodities,  supplies,  products,  or  other
     personal  property,  or for the  furnishing  or  receipt of  services,  the
     performance of which will extend over a period of more than one year;

          (iii) Any agreement concerning a partnership or joint venture;

          (iv) Any agreement (or group of related agreements) under which it has
     created,  incurred,  assumed,  or guaranteed any  indebtedness for borrowed
     money, or any capitalized lease  obligation,  in excess of $10,000 or under
     which it has imposed a Security Interest on any of its assets,  tangible or
     intangible;

                                      -15-
<PAGE>
          (v)  Any  agreement  concerning   confidentiality  or  non-competition
     matters;

          (vi) Any agreement with any of the Sellers;

          (vii)  Any  profit  sharing,  stock  option,  stock  purchase,   stock
     appreciation,   deferred   compensation,   severance,   or  other  plan  or
     arrangement for the benefit of its current or former  directors,  officers,
     and employees;

          (viii) Any collective bargaining agreement;

          (ix)  Any  agreement  for  the  employment  of  any  individual  on  a
     full-time,   part-time,   consulting,   or  other  basis  providing  annual
     compensation in excess of $16,000 or providing severance benefits;

          (x) Any agreement  under which it has advanced or loaned any amount to
     any of its directors,  officers,  and employees outside the Ordinary Course
     of Business;

          (xi) Any  agreement  under  which the  consequences  of a  default  or
     termination could have a material adverse effect on the business, financial
     condition,  operations,  results of  operations,  or future  prospects of f
     Protocol ; or

          (xii)  Any  other  agreement  (or  group of  related  agreements)  the
     performance of which involves consideration in excess of $50,000 .

The Sellers have  delivered  to the Buyers a correct and  complete  copy of each
written  agreement  listed in ss.4(p) of the Disclosure  Schedule (as amended to
date) and a written  summary setting forth the terms and conditions of each oral
agreement  referred to in the above  Disclosure  Schedule.  With respect to each
such agreement: (A) the agreement is legal, valid, binding,  enforceable, and in
full force and  effect,  subject to the  Enforceability  Qualifications;  (B) no
party is in material  breach or default,  and no event has  occurred  which with
notice or lapse of time would constitute a material breach or default, or permit
termination,  modification,  or  acceleration,  under the agreement;  and (C) no
party has repudiated any provision of such agreement.

     (p) NOTES AND ACCOUNTS  RECEIVABLE.  All notes and accounts  receivable  of
Protocol are reflected properly on its books and records, and are valid, current
and collectible receivables,  subject to reserves for bad debts set forth on the
face of the Most Recent Financial Statements (or in any of the notes thereto) as
adjusted for the passage of time through the Closing Date in accordance with the
past custom and practice of Protocol.

     (q)  POWERS OF  ATTORNEY.  There  are no  outstanding  powers  of  attorney
executed on behalf of Protocol.

     (r)  INSURANCE.  Section  4(s) of the  Disclosure  Schedule  sets forth the
following  information with respect to each insurance policy (including policies
providing property, casualty,  liability, and workers' compensation coverage and

                                      -16-
<PAGE>
bond and  surety  arrangements)  to  which  Protocol  has been a party,  a named
insured,  or otherwise the  beneficiary  of coverage at any time within the past
three (3) years:

          (i) The name, address, and telephone number of the agent;

          (ii) The name of the insurer,  the name of the  policyholder,  and the
     name of each covered insured;

          (iii) The policy number and the period of coverage; and

          (iv) The scope (including an indication of whether the coverage was on
     a claims  made,  occurrence,  or  other  basis)  and  amount  (including  a
     description of how  deductibles and ceilings are calculated and operate) of
     coverage.

With respect to each such insurance policy: (A) to the knowledge of the Sellers,
neither  Protocol  nor any other  party to the policy is in  material  breach or
default  (including  with  respect to the  payment of  premiums or the giving of
notices),  and no event has  occurred  which,  with notice or the lapse of time,
would  constitute  such a material  breach or  default,  or permit  termination,
modification, or acceleration, under the policy; and (B) to the knowledge of the
Sellers, no party to the policy has repudiated any provision thereof

     (s)  LITIGATION.  Section 4(t) of the  Disclosure  Schedule sets forth each
instance  in  which  Protocol  (i) is  subject  to any  outstanding  injunction,
judgment,  order,  decree,  ruling,  or  charge or (ii) is a party or is, to the
knowledge of the  Sellers,  threatened  to be made a party to any action,  suit,
proceeding,   hearing,   or  investigation  of,  in,  or  before  any  court  or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator.  None of the actions, suits, proceedings,
hearings,  and  investigations  set forth in ss.4(t) of the Disclosure  Schedule
could  result  in any  adverse  change  in the  business,  financial  condition,
operations,  results of  operations  or future  prospects  of  Protocol.  To the
knowledge of the Sellers, no action, suit, proceeding, hearing, or investigation
is currently threatened against Protocol.

     (t)  PRODUCT  WARRANTY.  To the  knowledge  of the  Sellers,  each  product
manufactured, sold, leased, or delivered by Protocol has been in conformity with
all applicable  contractual  commitments and all express and implied warranties,
and Protocol  has no liability  (and there is no Basis for any present or future
material action, suit, proceeding,  hearing,  investigation,  charge, complaint,
claim, or demand against  Protocol giving rise to any liability) for replacement
or repair thereof or other damages in connection therewith,  subject only to the
reserve  for  product  warranty  claims set forth on the face of the Most Recent
Financial  Statements  (or in any of the  notes  thereto)  as  adjusted  for the
passage of time through the Closing Date in accordance  with the past custom and
practice  of  Protocol.  No product  manufactured  by Protocol is subject to any
guaranty,  warranty, or other indemnity beyond the applicable standard terms and
conditions of sale or lease.  Section 4(u) of the Disclosure  Schedule  includes
copies of the standard terms and conditions of sale or lease for Protocol .

                                      -17-
<PAGE>
     (u) PRODUCT  LIABILITY.  To the  knowledge of the Sellers,  Protocol has no
liability  (and  there is no Basis for any  present or future  material  action,
suit, proceeding,  hearing,  investigation,  charge, complaint, claim, or demand
against  Protocol  giving  rise to any  liability)  arising out of any injury to
individuals or property as a result of the ownership,  possession, or use of any
product manufactured, sold, leased, or delivered by Protocol.

     (v) EMPLOYEES. To the Knowledge of the Sellers, no executive, key employee,
or group of  employees  has any plans to  terminate  employment  with  Protocol.
Protocol is not a party to or bound by any collective bargaining agreement,  nor
has it experienced any strikes, grievances, claims of unfair labor practices, or
other collective  bargaining disputes or committed any unfair labor practice. To
the knowledge of the Sellers,  no organizational  effort is presently being made
or  threatened  by or on behalf of any labor union with  respect to employees of
Protocol.

     (w) EMPLOYEE BENEFITS.  Section 4(x) of the Disclosure  Schedule lists each
Employee Benefit Plan that Protocol maintains,  to which Protocol contributes or
has any  obligation  to  contribute,  or with respect to which  Protocol has any
liability or potential liability.

     (x)  GUARANTIES.  Protocol is not a guarantor or  otherwise  liable for any
liability or obligation (including indebtedness) of any other Person.

     (y) ENVIRONMENTAL,  HEALTH, AND SAFETY MATTERS. Protocol and its Affiliates
have complied with and are in compliance  with all  environmental,  health,  and
safety requirements applicable to Protocol and its operations.

     (z) CERTAIN  BUSINESS  RELATIONSHIPS  WITH  PROTOCOL AND ITS  SUBSIDIARIES.
Except as set forth on the  Disclosure  Schedules,  none of the Sellers or their
Affiliates has been involved in any business  arrangement or  relationship  with
Protocol within the past 12 months,  and none of the Sellers or their Affiliates
owns  any  asset,  tangible  or  intangible,  which is used in the  business  of
Protocol.

     5. PRE-CLOSING COVENANTS.  The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.

     (a)  GENERAL.  Each of the Parties will use his or its best efforts to take
all action and to do all things  necessary,  proper,  or  advisable  in order to
consummate and make effective the  transactions  contemplated  by this Agreement
(including satisfaction,  but not waiver, of the closing conditions set forth in
ss.6 below).

     (b)  NOTICES AND  CONSENTS.  The  Sellers  will cause  Protocol to give any
notices to third  parties,  and will cause  Protocol to use its best  efforts to
obtain any third party  consents,  that the Buyer may request in connection with
the matters  referred to in ss.4(c)  above.  Each of the Parties,  including the
Sellers,  will cause Protocol to give any notices to, make any filings with, and
us its best efforts to obtain any  authorizations,  consents,  and  approvals of
governments and governmental agencies in connection with the matters referred to
in ss.3(a)(iii), ss.3(b)(iii), and ss.4(c) above.

                                      -18-
<PAGE>
     (c) OPERATION OF BUSINESS. The Sellers will not cause or permit Protocol to
engage in any practice,  take any action, or enter into any transaction  outside
the Ordinary  Course of Business  except with the consent of the Buyers,  acting
reasonably.  Without  limiting the  generality  of the  foregoing  and except as
contemplated under Section 6(b) hereunder,  the Sellers will not cause or permit
Protocol to (i) declare, set aside, or pay any dividend or make any distribution
with respect to its capital stock or redeem,  purchase, or otherwise acquire any
of its capital stock, or (ii) otherwise engage in any practice, take any action,
or enter into any transaction of the nature described in ss.4(g) above.

     (d) PRESERVATION OF BUSINESS. The Sellers will use commercially  reasonable
efforts to cause  Protocol to keep its  business  and  properties  substantially
intact,   including  its  present  operations,   physical  facilities,   working
conditions, and relationships with lessors, licensors, suppliers, customers, and
employees.

     (e) FULL  ACCESS AND  CONFIDENTIALITY  MATTERS.  Each of the  Sellers  will
permit,  and the Sellers will cause Protocol to permit,  representatives  of the
Buyers to have full access at all reasonable times, and in a manner so as not to
interfere  with the normal  business  operations  of Protocol , to all premises,
properties,  personnel,  books, records (including Tax records),  contracts, and
documents  of or  pertaining  to  Protocol  . If the  transactions  contemplated
hereunder are not  completed  for any reason,  the Buyers agree to keep strictly
confidential  all information  received by them from the Sellers and/or Protocol
concerning  Protocol's  business  and  operations  and shall not  disclose  such
information to any third party without the prior written consent of the Sellers.
Upon any such  termination  of this Agreement and at the request of the Sellers,
the Buyers will either return or destroy (and certify  destruction  of) all such
confidential  information.  This  confidentiality  obligation  of the  Buyers in
favour of the Sellers and Protocol shall  expressly  survive the  termination of
this Agreement.

     (f) NOTICE OF DEVELOPMENTS.  The Sellers will give prompt written notice to
the Buyers of any material  adverse  development  causing a breach of any of the
representations  and  warranties  in ss.4  above.  Each Party  will give  prompt
written  notice to the  others of any  material  adverse  development  causing a
breach of any of his or its own representations and warranties in ss.3 above. No
disclosure by any Party  pursuant to this ss.5(f),  however,  shall be deemed to
prevent  or cure  any  misrepresentation,  breach  of  warranty,  or  breach  of
covenant.

     (g)  EXCLUSIVITY.  None of the Sellers will (and the Sellers will not cause
or permit Protocol to) (i) solicit, initiate, or encourage the submission of any
proposal  or offer from any Person  relating to the  acquisition  of any capital
stock or other voting securities,  or any substantial  portion of the assets, of
Protocol (including any acquisition  structured as a merger,  consolidation,  or
share  exchange)  or  (ii)   participate  in  any  discussions  or  negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the  foregoing.  None of the Sellers will vote their  Protocol  Shares in
favor of any such acquisition  structured as a merger,  consolidation,  or share
exchange. The Sellers will notify the Buyers immediately if any Person makes any
proposal,  offer, inquiry, or contact with respect to any of the foregoing. Upon
the termination of this Agreement for any reason, the exclusivity obligations of
the Sellers under this paragraph shall also terminate and shall not survive such
termination.

                                      -19-
<PAGE>
     6. CONDITIONS TO OBLIGATION TO CLOSE.

     (a) CONDITIONS TO OBLIGATION OF THE BUYERS. The obligation of the Buyers to
consummate  the  transactions  to be  performed by them in  connection  with the
Closing is subject to satisfaction of the following conditions:

          (i) The  representations  and  warranties  of the Sellers set forth in
     ss.3(a) and ss.4 above shall be true and correct in all  material  respects
     at and as of the Closing Date;

          (ii) The Sellers  shall have  performed and complied with all of their
     covenants hereunder in all material respects through the Closing;

          (iii) Protocol and its Affiliates shall have procured all of the third
     party consents specified in ss.5(b) above.

          (iv) No action,  suit,  or  proceeding  shall be pending or threatened
     before any court or quasi-judicial or administrative agency of any federal,
     state,  local, or foreign  jurisdiction or before any arbitrator wherein an
     unfavorable  injunction,  judgment,  order, decree, ruling, or charge would
     (A) prevent  consummation of any of the  transactions  contemplated by this
     Agreement, (B) cause any of the transactions contemplated by this Agreement
     to be rescinded following  consummation,  (C) affect adversely the right of
     the  Buyers to own the  Protocol  Shares and to  control  Protocol,  or (D)
     affect adversely the right of Protocol to own its assets and to operate its
     businesses (and no such injunction,  judgment,  order,  decree,  ruling, or
     charge shall be in effect);

          (v) The Sellers shall have  delivered to the Buyers a  certificate  to
     the effect that each of the conditions  specified above in  ss.6(a)(i)-(iv)
     is satisfied in all respects;

          (vi)  The  Parties  and  Protocol,   shall  have  received  all  other
     authorizations,  consents,  and approvals of governments  and  governmental
     agencies referred to in ss.3(a)(ii), ss.3(b)(ii), and ss.4(c) above;

          (vii) The Buyers shall have received the resignations, effective as of
     the Closing, of each director and officer of Protocol other than those whom
     the Buyers shall have specified in writing at least three (3) business days
     prior to the Closing; and

          (viii) All  actions  to be taken by the  Sellers  in  connection  with
     consummation of the transactions  contemplated hereby and all certificates,
     instruments,  and  other  documents  required  to effect  the  transactions
     contemplated  hereby will be reasonably  satisfactory in form and substance
     to the Buyers, acting reasonably.

The Buyers may waive any  condition  specified in this ss.6(a) if they execute a
written statement so stating at or prior to the Closing.

                                      -20-
<PAGE>
     (b) CONDITIONS TO OBLIGATION OF THE SELLERS.  The obligation of the Sellers
to consummate the  transactions  to be performed by them in connection  with the
Closing is subject to satisfaction of the following conditions:

          (i) The  representations  and  warranties  of the  Buyers set forth in
     ss.3(b) above shall be true and correct in all material  respects at and as
     of the Closing Date;

          (ii) The Buyers shall have  performed  and complied  with all of their
     covenants hereunder in all material respects through the Closing;

          (iii) The Buyers shall have  delivered to the Sellers a certificate to
     the effect that each of the conditions  specified above in ss.6(b)(i)-(iii)
     is satisfied in all respects;

          (iv)  All  actions  to be  taken  by the  Buyers  in  connection  with
     consummation of the transactions  contemplated hereby and all certificates,
     instruments,  and  other  documents  required  to effect  the  transactions
     contemplated  hereby will be reasonably  satisfactory in form and substance
     to the Sellers, acting reasonably;

          (v) Protocol  and Flowers  shall have  executed and  delivered to each
     other the employment  letter (the  "Employment  Agreement") in the form set
     forth in Exhibit D hereto;

          (vi)  Solpower  shall have  executed and  delivered  to ""Flowers  the
     Employment Agreement and all relevant documents referenced therein;

          (vii) Protocol  shall have  distributed as dividends the aggregate sum
     of  $100,000.00  to the Sellers  and Florcor  shall have repaid in full the
     aggregate  amount of  $40,500.00  loan  reflected on  Protocol's  books and
     records as due to Protocol from Florcor

          (viii) If applicable,  Protocol shall have  transferred to Flowers all
     relevant  life  insurance  polic(ies)  owned  by  Protocol  on the  life of
     Flowers.

The Sellers may waive any condition  specified in this ss.6(b) if they execute a
written statement so stating at or prior to the Closing.

     7. REMEDIES FOR BREACHES OF THIS AGREEMENT.

     (a) SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  Except as provided below,
all of  the  representations  and  warranties  of the  Sellers  and  the  Buyers
contained in this Agreement shall survive the Closing  hereunder for a period of
two (2) years (even if the  Sellers or the  Buyers,  as the case may be, knew or
had reason to know of any misrepresentation or breach of warranty or covenant at
the  time  of  Closing).   Notwithstanding  the  foregoing,   (a)  the  Sellers'
representations  and  warranties  set forth in Section  3(a)(vi)  shall  survive
without limitation and (b) the Sellers' representations and warranties set forth
in Section  4(j) shall  survive  until the expiry of the  applicable  limitation
period provided under the applicable taxing legislation.

                                      -21-
<PAGE>
     (b) INDEMNIFICATION  PROVISIONS FOR BENEFIT OF THE BUYERS. In the event the
Sellers breach any of their representations, warranties, and covenants contained
herein,  and,  if there is an  applicable  survival  period  pursuant to ss.7(a)
above, provided that any of the Buyers makes a written claim for indemnification
against the Sellers pursuant to ss.11(h) below within such survival period, then
Flowers solely agrees to indemnify, subject to all limitations contained herein,
each of the Buyers  from and against  any  Adverse  Consequences  the Buyers may
suffer  through and after the date of the claim for  indemnification  (including
any Adverse  Consequences  the Buyers may suffer after the end of any applicable
survival period)  resulting from,  arising out of, relating to, or caused by the
breach (or the  alleged  breach) of such  Sellers'  representations,  warranties
and/or covenants contained herein.

     (c) INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE SELLERS. In the event the
Buyers breach any of their representations,  warranties, and covenants contained
herein,  and,  if there is an  applicable  survival  period  pursuant to ss.7(a)
above,   provided   that  any  of  the  Sellers   makes  a  written   claim  for
indemnification  against  the Buyers  pursuant  to  ss.11(h)  below  within such
survival period, then the Buyers agree to indemnify each of the Sellers from and
against the entirety of any Adverse  Consequences the Sellers may suffer through
and  after  the date of the claim for  indemnification  (including  any  Adverse
Consequences  the Sellers may suffer  after the end of any  applicable  survival
period) resulting from, arising out of, relating to, in the nature of, or caused
by the breach (or the alleged breach).

     (d) MATTERS INVOLVING THIRD PARTIES.

          (i) If any  third  party  shall  notify  any Party  (the  "INDEMNIFIED
     PARTY") with respect to any matter (a "THIRD PARTY  CLAIM")  which may give
     rise  to  a  claim  for  indemnification   against  any  other  Party  (the
     "INDEMNIFYING  PARTY") under this ss.7,  then the  Indemnified  Party shall
     promptly  notify each  Indemnifying  Party  thereof in  writing;  PROVIDED,
     HOWEVER,  that no delay on the part of the  Indemnified  Party in notifying
     any  Indemnifying  Party  shall  relieve  the  Indemnifying  Party from any
     obligation   hereunder   unless   (and  then  solely  to  the  extent)  the
     Indemnifying Party thereby is prejudiced.

          (ii) Any  Indemnifying  Party  will  have  the  right  to  defend  the
     Indemnified  Party against the Third Party Claim with counsel of its choice
     reasonably  satisfactory  to the  Indemnified  Party  so  long  as (A)  the
     Indemnifying Party notifies the Indemnified Party in writing within fifteen
     (15) days after the Indemnified Party has given written notice of the Third
     Party Claim that the  Indemnifying  Party will  indemnify  the  Indemnified
     Party  from and  against  the  entirety  of any  Adverse  Consequences  the
     Indemnified  Party may suffer resulting from,  arising out of, relating to,
     in the nature of, or caused by the Third Party Claim,  (B) the Indemnifying
     Party provides the Indemnified Party with evidence reasonably acceptable to
     the Indemnified  Party that the Indemnifying  Party will have the financial
     resources  to  defend  against  the  Third  Party  Claim  and  fulfill  its
     indemnification  obligations hereunder,  (C) the Third Party Claim involves
     only  money  damages  and does not seek an  injunction  or other  equitable
     relief,  (D)  settlement  of, or an adverse  judgment  with respect to, the
     Third  Party Claim is not,  in the good faith  judgment of the  Indemnified
     Party,  likely to establish a  precedential  custom or practice  materially
     adverse to the continuing  business interests of the Indemnified Party, and
     (E) the  Indemnifying  Party  conducts the defense of the Third Party Claim
     actively and diligently.

                                      -22-
<PAGE>
          (iii) So long as the  Indemnifying  Party is conducting the defense of
     the  Third  Party  Claim in  accordance  with  ss.7(d)(ii)  above,  (A) the
     Indemnified  Party  may  retain  separate  co-counsel  at its sole cost and
     expense and  participate  in the defense of the Third Party Claim,  (B) the
     Indemnified  Party will not  consent to the entry of any  judgment or enter
     into any  settlement  or  compromise  with respect to the Third Party Claim
     without  the prior  written  consent of the  Indemnifying  Party (not to be
     withheld unreasonably),  and (C) the Indemnifying Party will not consent to
     the entry of any judgment or enter into any  settlement or compromise  with
     respect to the Third Party Claim without the prior  written  consent of the
     Indemnified Party (not to be withheld unreasonably).

          (iv) In the event any of the  conditions  in  ss.7(d)(ii)  above is or
     becomes unsatisfied, however, (A) the Indemnified Party may defend against,
     and consent to the entry of any judgment or enter into any settlement  with
     respect  to, the Third  Party  Claim in any manner it  reasonably  may deem
     appropriate (and the Indemnified Party need not consult with, or obtain any
     consent from,  any  Indemnifying  Party in connection  therewith),  (B) the
     Indemnifying  Parties will  reimburse the  Indemnified  Party  promptly and
     periodically  for the costs of  defending  against  the Third  Party  Claim
     (including   reasonable   attorneys'  fees  and  expenses),   and  (C)  the
     Indemnifying  Parties will remain responsible for any Adverse  Consequences
     the Indemnified  Party may suffer resulting from,  arising out of, relating
     to, in the nature  of, or caused by the Third  Party  Claim to the  fullest
     extent provided in this ss.7.

     (e) DETERMINATION OF ADVERSE  CONSEQUENCES.  All  indemnification  payments
under this ss.7 by Flowers  shall reduce the  Purchase  Price dollar for dollar,
which such  reduction  shall be applied  proportionately  to the Purchase  Price
received by each of the Sellers.

     (f) SET-OFF  AGAINST THE BUYERS  NOTES.  Notwithstanding  that only Flowers
shall be liable to indemnify the Buyers in the manner contemplated hereunder, to
the extent that the Buyers are entitled to any Adverse  Consequences  hereunder,
each of the Sellers agrees that the Buyers shall have the right,  subject to the
terms of this paragraph,  to set-off,  as against the Buyers Notes any claim for
indemnification  against  Flowers  hereunder,  provided  that either (a) Flowers
shall have  consented  in  writing to any such  set-off or (b) the amount of any
such indemnification claim has been determined in a final judgment of a court of
competent  jurisdiction  after all appeal rights have expired.  Any such set-off
shall reduce the principal  amount then  outstanding  under such Buyers Notes to
the extent of such set-off.

     (g)  LIMITATIONS  ON  INDEMNIFICATION.  Either or both Buyers shall make no
claims  for  indemnification  against  Flowers  under this  Agreement  until the
aggregate of any Adverse Consequences suffered, individually or collectively, by
such Buyers, as the case may be, exceeds $75,000.00.  Upon reaching such amount,
such Buyer or Buyers,  as the case may be, shall be entitled to  indemnification
from Flowers for all such amounts exceeding such $75,000.00. Notwithstanding any
other  provision  to  the  contrary  contained  in  this  Agreement  or  in  any
certificate or instrument delivered hereunder,  the Buyers, whether individually
or collectively, shall not be entitled to claim indemnification from Flowers for

                                      -23-
<PAGE>
any   amounts   in  excess  of  One   Million   Dollars   ($1,000,000.00).   Any
indemnification  to which  either or both Buyers  shall be entitled to hereunder
shall be reduced by (a) any tax benefits accruing to any of the Buyers, directly
or  indirectly,  as a  result  of such  indemnity  and (b) any  proceeds  of any
insurance   policy   payable  in  respect  of  the  matter   relating   to  such
indemnification.  No Party shall be entitled to any  indemnification  of matters
related,  directly  or  indirectly,  to such  Party's  fraud,  bad faith,  gross
negligence or misconduct.

     (h)  OTHER  INDEMNIFICATION   PROVISIONS.   The  foregoing  indemnification
provisions  are in  addition  to,  and  not in  derogation  of,  any  statutory,
equitable,  or common law remedy (including  without  limitation any such remedy
arising under environmental, health, and safety requirements) any Party may have
with respect to Protocol,  or the  transactions  contemplated by this Agreement.
The parties hereto confirm that,  notwithstanding  any other provision contained
herein or in any document delivered  hereunder,  neither Protocol nor the Buyers
shall have any claims for any Adverse  Consequences or otherwise  against any of
the  Sellers  other  than  Flowers  and that all  limitations  and  restrictions
applicable  to any claims for  indemnfication  by the Buyers from Flowers  under
this Section (including, without limitation, Section 7(a) and 7(g) shall equally
limit or restrict any claims for any Adverse  Consequences  or otherwise made by
either the Buyers or Protocol against Flowers under this Section 7(h).

Each of the  Sellers  hereby  agrees  that he or it will not make any  claim for
indemnification  against  Protocol  by  reason  of the fact  that he or it was a
former director,  former officer,  former employee,  or former agent of Protocol
(whether such claim is for judgments,  damages, penalties, fines, costs, amounts
paid in  settlement,  losses,  expenses,  or otherwise and whether such claim is
pursuant to any statute, charter document,  bylaw, agreement, or otherwise) with
respect to any action, suit, proceeding,  complaint, claim, or demand brought by
the  Buyers  against  such  Sellers  (whether  such  action,  suit,  proceeding,
complaint,  claim, or demand is pursuant to this  Agreement,  applicable law, or
otherwise).  The parties  confirm that the foregoing shall not apply to restrict
or limit the right of Flowers to maintain any claim against  Protocol  following
the Closing Date as a current director, officer and/or employee of Protocol.

     8. TAX MATTERS.  The following  provisions  shall govern the  allocation of
responsibility  as between  the Buyers  and  Flowers  for  certain  tax  matters
following the Closing Date:

     (a) TAX PERIODS  ENDING ON OR BEFORE THE  CLOSING  DATE.  The Buyers  shall
prepare  or cause to be  prepared  and file or cause to be filed  following  the
Closing Date all Tax Returns for Protocol for all periods  ending on or prior to
the Closing Date. The Buyers shall permit Protocol to review and comment on each
such Tax Return  described in the  preceding  sentence  prior to filing of same.
Flowers  shall  reimburse  the Buyers for any Taxes of Protocol  with respect to
such periods  within  sixty (60)  calendar  days after  payment by the Buyers or
Protocol of such Taxes to the extent such Taxes are not reflected in the reserve
for Tax liabilities  (rather than any reserve for deferred Taxes  established to
reflect timing differences between book and Tax income) shown on the face of the
Most Recent Financial Statements.  Flowers shall have no obligation to reimburse
the  Buyers  and/or  Protocol,  as the  case  may  be,  in  respect  of any  tax
liabilities  as the result of any  re-filing by Buyers,  at their  election,  of
previous years' tax returns.

                                      -24-
<PAGE>
     (b) COOPERATION ON TAX MATTERS.

          (i) The Buyers, Protocol and the Sellers shall cooperate fully, as and
     to the extent reasonably requested by the other Parties, in connection with
     the  filing  of Tax  Returns  pursuant  to  this  Section  and  any  audit,
     litigation  or other  proceeding  with respect to Taxes.  Such  cooperation
     shall  include  the  retention  and (upon the other  party's  request)  the
     provision of records and information  which are reasonably  relevant to any
     such audit, litigation or other proceeding and making employees of Protocol
     available on a mutually convenient basis to provide additional  information
     and  explanation  of any  material  provided  hereunder.  Protocol  and the
     Sellers  agree (A) to retain  all books and  records  with  respect  to Tax
     matters  pertinent  to Protocol  relating to any taxable  period  beginning
     before the Closing Date until the  expiration of the statute of limitations
     (and, to the extent  notified by the Buyers or the Sellers,  any extensions
     thereof)  of the  respective  taxable  periods,  and to abide by all record
     retention  agreements  entered into with any taxing  authority,  and (B) to
     give the other  party  reasonable  written  notice  prior to  transferring,
     destroying or discarding any such books and records and, if the other party
     so reasonably requests,  Protocol or the Sellers, as the case may be, shall
     allow the other party to take possession of such books and records.

          (ii) The Buyers and the Sellers  further agree,  upon request,  to use
     their  reasonable  best efforts to obtain any certificate or other document
     from any governmental  authority or any other Person as may be necessary to
     mitigate, reduce or eliminate any Tax that could be imposed (including, but
     not limited to, with respect to the transactions contemplated hereby).

          (iii) The Buyers and the  Sellers  further  agree,  upon  request,  to
     provide  the other  party with all  information  that  either  party may be
     required to report  pursuant to Section  6043 of the Code and all  Treasury
     Department Regulations promulgated thereunder.

     (c)  TAX  SHARING  AGREEMENTS.   All  tax  sharing  agreements  or  similar
agreements  with respect to or involving  Protocol shall be terminated as of the
Closing Date and, after the Closing Date, Protocol shall not be bound thereby or
have any liability thereunder.

     (d)  CERTAIN  TAXES.  All  transfer,   documentary,   sales,   use,  stamp,
registration  and  other  such  Taxes  and fees  (including  any  penalties  and
interest)  incurred  in  connection  with this  Agreement  eligible  against the
Sellers in connection  with the  disposition of their  Protocol  Shares shall be
paid by the Sellers when due, and the Sellers will,  at their own expense,  file
all  necessary  Tax Returns  and other  documentation  with  respect to all such
transfer, documentary, sales, use, stamp, registration and other Taxes and fees,
and,  if  required  by  applicable  law,  the  Buyers  will,  and will cause its
affiliates  to,  join  in the  execution  of any  such  Tax  Returns  and  other
documentation.

     9. TERMINATION.

     (a)  TERMINATION  OF AGREEMENT.  Certain of the Parties may terminate  this
Agreement as provided below:

                                      -25-
<PAGE>
          (i) The Buyers and the Sellers may terminate  this Agreement by mutual
     written consent at any time prior to the Closing;

          (ii) The Buyers may terminate  this Agreement by giving written notice
     to the Sellers at any time prior to the Closing (A) in the event any of the
     Sellers  (subject  to the right of the  Sellers  to update  the  Disclosure
     Schedule  prior to  Closing)  has  breached  any  material  representation,
     warranty,  or covenant  contained in this Agreement in any material respect
     and the Buyers has notified the Sellers of such breach,  and the breach has
     continued  without cure for a period of thirty (30) calendar days after the
     notice of such breach or (B) if the Closing  shall not have  occurred on or
     before  September  30,  2000,  by reason of the  failure  of any  condition
     precedent under ss.6(a) hereof (unless the failure  results  primarily from
     the Buyers breach of any representation, warranty, or covenant contained in
     this Agreement); and

          (iii) The Sellers  may  terminate  this  Agreement  by giving  written
     notice to the Buyers at any time prior to the  Closing (A) in the event the
     Buyers have  breached any material  representation,  warranty,  or covenant
     contained in this Agreement in any material  respect and any of the Sellers
     has  notified  the Buyers of such  breach,  and the  breach  has  continued
     without cure for a period of thirty (30)  calendar days after the notice of
     such  breach or (B) if the  Closing  shall not have  occurred  on or before
     September  30, 2000,  by reason of the failure of any  condition  precedent
     under ss.6(b) hereof (unless the failure results  primarily from any of the
     Sellers breach of any  representation,  warranty,  or covenant contained in
     this Agreement).

     (b) EFFECT OF TERMINATION.  If any Party terminates this Agreement pursuant
to ss.9(a)  above,  all rights and  obligations of the Parties  hereunder  shall
terminate  without any liability of any Party to any other Party except that the
Buyers'  confidentiality  obligations  set forth in  Section  5(d)  above  shall
survive the termination of this Agreement.

     10. MISCELLANEOUS.

     (a) NATURE OF CERTAIN OBLIGATIONS.

          (i)  COVENANTS.  The covenants of each of the Sellers in ss.2(a) above
     concerning  the sale of his or its  Protocol  Shares to the  Buyers and the
     representations  and  warranties  of each of the  Sellers in ss.3(a)  above
     concerning the transaction are several obligations.

          (ii) OTHER MATTERS. The remainder of the representations,  warranties,
     and  covenants in this  Agreement are joint and several  obligations.  This
     means that each Sellers will be responsible to the extent  provided in ss.7
     above,  and subject to the limitations  contained  herein,  for any Adverse
     Consequences the Buyers may suffer as a result of any breach thereof.

     (b) PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No Party shall issue any press
release or make any public  announcement  relating to the subject matter of this
Agreement  without the prior  written  approval  of the Buyers and the  Sellers;
PROVIDED,  HOWEVER,  that any Party may make, after providing written notice and

                                      -26-
<PAGE>
disclosure  to the other  parties of the form of such public  announcement,  any
public disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the  disclosing  Party will use its  reasonable  best efforts to advise the
other Parties prior to making the disclosure).

     (c) NO  THIRD-PARTY  BENEFICIARIES.  This  Agreement  shall not  confer any
rights or remedies  upon any Person other than the Parties and their  respective
successors and permitted assigns.

     (d) ENTIRE AGREEMENT.  This Agreement  (including the documents referred to
herein)  constitutes  the entire  agreement among the Parties and supersedes any
prior  understandings,  agreements,  or representations by or among the Parties,
written or oral,  to the extent they  related in any way to the  subject  matter
hereof,  including,  without  limitation,  all letters of intent or memoranda of
understanding executed by the parties hereto prior to the date hereof.

     (e) SUCCESSION  AND  ASSIGNMENT.  This Agreement  shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of his
or its rights,  interests,  or obligations  hereunder  without the prior written
approval of the Buyers and the Sellers,  PROVIDED,  HOWEVER, that the Buyers may
(i) assign any or all of its rights and  interests  hereunder  to one or more of
its  Affiliates  and (ii) designate one or more of its Affiliates to perform its
obligations hereunder (in any or all of which cases the Buyers nonetheless shall
remain responsible for the performance of all of its obligations hereunder).

     (f)   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     (g) HEADINGS. The section headings contained in this Agreement are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.

     (h)  NOTICES.   All  notices,   requests,   demands,   claims,   and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

     If to the Sellers:  c/o Protocol Resource Management Inc.
                         330 Industrial Parkway South
                         Aurora, Ontario, Canada
                         L4G 3V7
                         Attn: James W. Flowers

                                      -27-
<PAGE>
     Copy to:            Wilson, Vukelich
                         Barristers & Solicitors
                         60 Columbia Way, Ste. 710
                         Markham, Ontario, Canada
                         L3R 0C9
                         Attention: Jordan Dolgin

     If to Solpower:     Solpower Corporation          Pico Holdings, Inc.
                         7309 East Stetson Drive       875 Prospect Street
                         Suite 102                     Suite 301
                         Scottsdale, AZ 85251          La Jolla, CA  92037
                         Attn: Mr. Mark Robinson       Attn: Peter Wood

     Copy to:            Brand Farrar & Buxbuam LLP
                         515 South Flower Street
                         Suite 3500
                         Los Angeles, CA  90071
                         Attn: Margaret G. Graf

Any Party may send any notice,  request,  demand,  claim, or other communication
hereunder  to the  intended  recipient  at the address set forth above using any
other means (including personal delivery,  expedited courier, messenger service,
telecopy,  telex,  ordinary  mail,  or  electronic  mail),  but no such  notice,
request, demand, claim, or other communication shall be deemed to have been duly
given  unless and until it actually is received by the intended  recipient.  Any
Party may change the address to which notices,  requests,  demands,  claims, and
other  communications  hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.

     (i)  GOVERNING LAW . This  Agreement  shall be governed by and construed in
accordance  with the domestic  laws of the State of  California  without  giving
effect to any choice or conflict of law  provision or rule (whether of the State
of California or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Delaware..

     (j) AMENDMENTS AND WAIVERS. No amendment of any provision of this Agreement
shall be valid  unless the same shall be in writing and signed by the Buyers and
the Sellers. No waiver by any Party of any default, misrepresentation, or breach
of warranty or covenant  hereunder,  whether intentional or not, shall be deemed
to extend to any prior or subsequent  default,  misrepresentation,  or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.

     (k)  SEVERABILITY.  Any term or provision of this Agreement that is invalid
or  unenforceable  in any  situation  in any  jurisdiction  shall not affect the
validity or  enforceability  of the remaining terms and provisions hereof or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

                                      -28-
<PAGE>
     (l)  EXPENSES.  Each of the  Parties  will  bear his or its own  costs  and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions contemplated hereby.

     (m) CONSTRUCTION.  The Parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  Parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any Party by virtue of the  authorship  of any of the
provisions of this  Agreement.  Any reference to any federal,  state,  local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "including"  shall mean including  without  limitation.  The Parties intend
that each  representation,  warranty,  and covenant  contained herein shall have
independent  significance.   If  any  Party  has  breached  any  representation,
warranty,  or  covenant  contained  herein in any  respect,  the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject matter  (regardless  of the relative  levels of  specificity)  which the
Party has not  breached  shall not detract  from or  mitigate  the fact that the
Party is in breach of the first representation, warranty, or covenant.

     (n)  INCORPORATION  OF EXHIBITS,  ANNEXES,  AND  SCHEDULES.  The  Exhibits,
Annexes,  and Schedules  identified in this Agreement are incorporated herein by
reference and made an integral part hereof.

                                      *****

                                      -29-
<PAGE>
     IN WITNESS  WHEREOF,  the Parties hereto have executed this Agreement on as
of the date first above written.


"BUYERS"

SOLPOWER CORPORATION,
a Nevada corporation


By: /s/ Mark S. Robinson
    ------------------------------
    Title: President & CEO


PICO HOLDINGS, INC.,
a California corporation


By: /s/ John R. Hart
    -------------------------------

Title: CEO


"SELLERS"

/s/ James W. Flowers
----------------------------------
JAMES W. FLOWERS

/s/ Patricia G. Flowers
----------------------------------
PATRICIA G. FLOWERS


FLORCOR INC.,
an Ontario corporation


By: /s/ James W. Flowers
    ------------------------------
    Title: President

                                      -30-