Exhibit 10.33

December 29, 2000

Dominion Capital Pty Ltd.
7 North Road
Brighton 3186
Victoria, Australia

Attention:  Mr. Peter D. Voss, Managing Director

Dear Peter

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

Dominion Capital Pty Ltd.,  ("Dominion ") is a creditor of Solpower  Corporation
("Solpower").  Solpower hereby agrees to issue 482,260 shares of common stock of
Solpower (the "Shares") to Dominion. The Shares will be duly authorized, validly
issued, fully paid,  non-assessable,  and free of preemptive rights, and will be
issued to Dominion at a value of $0.25 per share,  in full  settlement of a bona
fide outstanding debt in the amount of $120,565.01 (the "Debt").

Dominion  hereby  agrees that,  upon the (a) issuance of the Shares by Solpower,
and (b)  delivery  of the  Shares to  Dominion,  free and clear of all liens and
encumbrances the Debt will be fully satisfied and extinguished and Dominion 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 Dominion 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.

Dominion  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 Dominion  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
                                               ------------------------------
                                        )      (Signature of Authorized Officer)
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(Witness)                               )
                                        )
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(Address)                               )
                                        )
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(Zip Code)

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

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