AMENDMENT AGREEMENT
                 TO THE $1,500,000 6%CONVERTIBLE NOTE AGREEMENT
                            DATED SEPTEMBER 24, 1999.

Pursuant to a Convertible Note Agreement (the  "Agreement")  dated September 24,
1999,  between  Solpower  Corporation  (the "Company") and Dominion  Capital Pty
Ltd.;  A1 Financial  Planners Pty Ltd.;  Intavest Pty Ltd.;  Marino  Investments
Services Limited;  Bell Capital Corporation;  Raymond and Margaret Stewart; Greg
Stewart and Tracy Stewart (the "Holders") the Holders subscribed for $1,500,000,
6% convertible notes in the Company.

Effective December 31, 1999, the Company and the Holders have unanimously agreed
to a amend the Agreement as follows:

                                    SECTION 1
                         DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS.  In  addition  to the  terms  otherwise  defined  herein,  the
     following terms shall mean:

     CONVERSION  PRICE:  $0.50 or such  other  amount as  adjusted  pursuant  to
     Section 6.4 hereof.

                                    SECTION 6
                               CONVERSION OF NOTES

     6.1  CONVERSION  RIGHTS AND MANNER OF EXERCISE.  Upon  compliance  with the
provisions  hereof,  any Holder shall have the right, after October 31, 1999, to
convert  all or a portion  of the Notes  held by such  Holder  into one share of
Common  Stock of the Company for each $0.50  (subject to Section  6.5) of unpaid
principal  amount of the Note or, in case an  adjustment of such price has taken
place  pursuant to the following  provisions  hereof,  then at the price as last
adjusted and in effect at the date such Note or portion  thereof is  surrendered
for conversion.  To exercise such conversion privilege, the Holder thereof shall
surrender  such Note to the Company at its  principal  office  accompanied  by a
completed Conversion Notice designating the unpaid principal amount of such Note
to be  converted  and  stating  the name and address of the Person in whose name
certificates for shares of Common Stock are to be registered.

     6.2  AUTOMATIC  CONVERSION.  Upon the  closing  bid price of the  Company's
Common  Stock (as  quoted  on the OTC BB or other  recognized  market  quotation
system or exchange) being at or above $1.75 per share for 10 consecutive trading
days, the outstanding Notes shall automatically convert into one share of Common
Stock for each $0.50 (subject and Section 6.5) of unpaid principal amount of the
Notes or, in case an  adjustment  of such price has taken place  pursuant to the
following  provisions  hereof,  then at the  price as last  adjusted  and in the
effect at the date such Note or portion  thereof is surrendered  for conversion.
Upon such automatic  conversion,  the Company shall promptly  notify the Holders
and the Holders  shall  surrender  their  Notes to the Company at its  principal
office.
<PAGE>
The Company and the Holders have  executed  this  Amendment  Agreement as of the
effective date set forth above.

SOLPOWER CORPORATION                    DOMINION CAPITAL PTY LTD.



/s/ James H. Hirst                      /s/ Peter Voss
-----------------------------------     ----------------------------------------
By: James H. Hirst                      By: Peter Voss


A1 FINANCIAL PLANNERS PTY LTD.          INTAVEST PTY. LTD.


-----------------------------------     ----------------------------------------
/s/ Peter Voss                          /s/ Peter Voss
By: Peter Voss                          By: Peter Voss


MARINO INVESTMENTS SERVICES             BELL CAPITAL CORPORATION
LIMITED



/s/ Michael
-----------------------------------     ----------------------------------------
By: A.S.O.                              By: A.S.O.


RAYMOND STEWART AND MARGARET STEWART JT TEN WROS



/s/ Raymond Stewart                     /s/ Margaret Stewart
-----------------------------------     ----------------------------------------
By: Raymond Stewart                     By: Margaret Stewart


GREG STEWART                            TRACY STEWART

/s/ Gregg Stewart                       /s/ Tracy Stewart
-----------------------------------     ----------------------------------------
By: Greg Stewart                        By: Tracy Stewart

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