Exhibit 10.37

December 29, 2000

Bio Engineering Pty Ltd.
39 De Havilland Road
Mordialloc 3195
Victoria, Australia

Attention:  Mr. Peter D. Voss, Managing Director

Dear Peter

Re:  AGREEMENT FOR CONVERSION OF DEBT INTO SHARES OF SOLPOWER  CORPORATION  (THE
     "AGREEMENT")

Bio Engineering Pty Ltd. (formerly  Solpower  Australia Pty Ltd.),  ("Bio") is a
creditor of Solpower Corporation  ("Solpower").  Solpower hereby agrees to issue
394,294  shares of common  stock of Solpower  (the  "Shares") to Bio. The Shares
will be duly authorized, validly issued, fully paid, non-assessable, and free of
preemptive  rights,  and will be issued to Bio at a value of $0.25 per share, in
full settlement of a bona fide outstanding debt in the amount of $98,573.40 (the
"Debt").

Bio hereby agrees that, upon the (a) issuance of the Shares by Solpower, and (b)
delivery of the Shares to Bio, free and clear of all liens and  encumbrances the
Debt will be fully satisfied and extinguished  and Bio will remise,  release and
forever   discharge   Solpower   and   its   directors,   officers,   employees,
administrators, successors and assigns of and from all manner of actions, causes
of action,  suits, debts,  accounts,  bonds,  covenants,  contracts,  claims and
demands  whatsoever  which  Bio has ever  had,  now has,  or  which  its  heirs,
executors, administrators or assigns, or any of them, can, shall or may have for
or by reason of any cause, matter or thing whatsoever existing up to the present
time.

Bio  acknowledges  that the issuance of the Shares has not been registered under
the  Securities  & Exchange  Act or any state  securities  law and have not been
approved or disapproved by the United States Securities and Exchange  Commission
("SEC") or other federal or state regulatory authority.  These Shares are issued
pursuant to an exemption from  registration  under the Securities & Exchange Act
and are subject to restrictions on resale or transfer.

As soon as practicable  Solpower, at its sole expense, will use its best efforts
to file with the SEC a registration  statement on appropriate  form  registering
the Shares for resale (the "Registration").  Solpower shall use its best efforts
to cause the  registration  statement  upon which the Shares are  registered  to
become effective and shall keep the registration statement effective and updated
for at least two years after the date of this Agreement.
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Solpower and Bio agree that a) they will execute  such  further  assurances  and
other  documents and  instruments and do such further and other things as may be
necessary  to  implement  and carry out the  intent  of this  Agreement,  b) the
provisions herein contained  constitute the entire agreement between the parties
and supersede all previous understandings,  communications,  representations and
agreements,  whether written or verbal,  between the parties with respect to the
subject  matter  of the  Agreement,  c) this  Agreement  shall be  governed  and
construed  in  accordance  with the laws of the  State of  Arizona,  and d) this
Agreement  shall inure to the benefit of and be binding upon each of the parties
and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS  WHEREOF,  the parties hereto have executed these presents  effective
this 29th day of December, 2000.


SIGNED, SEALED & DELIVERED              )
By SOLPOWER CORPORATION in the presence )
of:                                     )  Per: /s/ James H. Hirst,
                                                Secretary/Treasurer
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                                        )      (Signature of Authorized Officer)
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(Witness)                               )
                                        )
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(Address)                               )
                                        )
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(Zip Code)

SIGNED, SEALED & DELIVERED              )
By BIO ENGINEERING PTY LTD. in the      )  Per: /s/ Peter D. Voss,
presence of:                                    Managing Director
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                                        )      (Signature of Authorized Officer)
                                        )
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(Witness)                               )
                                        )
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(Address)                               )
                                        )
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(Zip Code)

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