Exhibit 10.28

THIS NOTE AND THE SHARES OF COMMON STOCK  ISSUABLE UPON  CONVERSION  HEREOF HAVE
NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY
BE OFFERED OR SOLD ONLY IF REGISTERED UNDER APPLICABLE  SECURITIES LAWS OR IF AN
EXEMPTION  THEREFROM  IS  AVAILABLE.  THIS NOTE AND THE  SHARES OF COMMON  STOCK
ISSUABLE  UPON  CONVERSION  HEREOF  ARE  TRANSFERABLE  ONLY UPON THE  CONDITIONS
SPECIFIED IN THE NOTE AGREEMENT REFERRED TO HEREIN. A COPY OF THE NOTE AGREEMENT
WILL BE PROVIDED TO THE REGISTERED HOLDER HEREOF UPON REQUEST TO THE COMPANY.

                              NONNEGOTIABLE SECURED
                           CONVERTIBLE PROMISSORY NOTE

$500,000 United States                                Issued: September 18, 2000
Principal Amount                               Maturity Date: September 18, 2001

FOR VALUE RECEIVED,  Solpower  Corporation.,  a Nevada corporation  ("Company"),
hereby promises to pay to Dominion  Capital Pty Ltd., an Australian  corporation
(the "Note Holder"),  the principal amount ("Principal  Amount") of Five Hundred
Thousand Dollars  ($500,000)  together with interest thereon  calculated in U.S.
dollars  at the rate of 8% per  annum,  according  to the  following  terms  and
conditions.  This  instrument  is not  negotiable  or  assignable by Note Holder
except to a Permitted  Transferee as defined  below.  All references to currency
herein refer to United States Dollars.

1. GENERAL TERMS.  The principal and accrued  interest shall be repayable at the
demand of Note Holder following  thirty (30) days written notice to Company.  In
any event,  all unpaid portions of the Principal Amount and accrued interest and
unpaid  interest  remaining  on this Note shall be due and payable no later than
September  18,  2001.  Commencing  from the date of this Note and unless  sooner
discharged  in  accordance  with Section 2 below,  simple  Interest on this Note
shall accrue on the unpaid  Principal  Amount,  which  interest shall be payable
quarterly in arrears.  The Principal Amount and Interest payable hereunder shall
be paid in lawful  money of the  United  States to Note  Holder at such place as
Note Holder may designate in writing.  This Note of the Company in the aggregate
principal  amount of  $500,000.00  issued  under and  pursuant  to the terms and
provisions of the Note Agreement,  dated as of September 18, 2001,  entered into
by the  Company  and the Note  Holder  and this  Note and the  holder  hereof is
entitled  under the Note  Agreement to all the benefits  provided for thereby or
referred to therein,  to which Note  Agreement  reference is hereby made for the
statement thereof.

2. REPAYMENT.

     (a) PREPAYMENT.  The Company shall be entitled at any time to prepay any or
all of the  Principal  Amount and accrued  and unpaid  Interest  owed  hereunder
without  penalty  upon  thirty  (30) days  written  notice to Note  Holder.  Any
prepayment shall be credited first to accrued Interest and then to the aggregate
unpaid  Principal  Amount.  Interest  shall  thereupon  cease to accrue upon the
Principal Amount so paid.
<PAGE>
     (b) INTEREST AND PRINCIPAL  REPAYMENT.  Notwithstanding any payment made by
Company in accordance  with Section 1 above,  accrued  interest on the Principal
Amount and the  Principal  Amount  shall be repayable in twelve (12) months from
the date of issue of this Note.

     (c)  CONVERSION  OF  PRINCIPAL.  Subject  to and upon  compliance  with the
provisions of the Note Agreement dated September 18, 2000, the Note Holder shall
have the  right  and  option at any time on or before  September  18,  2001,  to
convert  the  Principal  Amount  hereof or any  portion  hereof  into fully paid
nonassessable shares of Common Stock of the Company, without penalty upon thirty
(30) days  written  notice to  Company,  at the option of the Note  Holder  into
common  stock of the  Company at the issue  price per  common  share that is the
lesser of the market  price of  Company's  common  shares on the date  notice of
conversion  is delivered to Company or $0.40 per common share.  Such  conversion
price is subject to adjustment in certain  events as more fully set forth in the
Note Agreement. No interest will be payable upon conversion of the Note.

3.  DEFAULT.  For  purposes of this Note,  a  "Default"  shall be deemed to have
occurred upon any of the following events:

     (a) A failure by Company to pay any principal or interest  owing under this
Note when due on the Maturity Date which shall not have been cured within twenty
(20) days of receipt of a notice from Note Holder specifying the alleged Default
or failure; or

     (b) Should  Company shall make an assignment  for the benefit of creditors,
or a receiver of  Company's  property  shall be  appointed,  or if a petition in
bankruptcy or other similar  proceeding under law for relief of debtors shall be
filed by or against Company.

Provided,  however,  that no delay or  omission  on the part of Note  Holder  in
exercising any right hereunder shall operate as a waiver of such right or of any
right under this Note. A waiver on any one occasion  shall not be construed as a
bar to or waiver of any right or remedy on any  future  occasion.  Except as set
forth in this  Section 3,  Company  hereby  expressly  waives  any  presentment,
demand,  protest,  notice of  protest  or other  notice  of any kind and  hereby
expressly waives and covenants not to assert any appraisement,  stay, extension,
redemption or similar laws,  now or at any time hereafter  enforce,  which might
delay, prevent or otherwise impede the enforcement of this Note.

4.  COLLATERAL.  The obligations  under this Note are secured by the delivery by
Company to Note Holder of this  Convertible Note in the principal amount of Five
Hundred  Thousand  Dollars  ($500,000),  maturing on  September  18,  2001,  and
convertible at any time before maturity, subject to and upon compliance with the
provisions of the Note Agreement dated September 18, 2000.

5. REMEDIES. Upon the occurrence of a Default and unless such Default shall have
been  cured in  accordance  with the terms of this  Note,  the Note  Holder  may
declare the entire unpaid  Principal  Amount,  and all Interest accrued thereon,
immediately  due and payable  and shall be  entitled  to exercise  all rights or
remedies  available to Note Holder under the Note Agreement,  and to any and all

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<PAGE>
rights or remedies at law or in equity. The rights or remedies available to Note
Holder under the Note  Agreement and under this Note shall be cumulative  and in
addition  to any other  rights or  remedies  that Note Holder may be entitled to
pursue  at law or in  equity.  The  exercise  of one or more of such  rights  or
remedies  shall not impair Note  Holder's  right to exercise  any other tight or
remedy at law or in equity.  Notwithstanding  the occurrence of a Default or the
Note Holder's  exercise of any of its rights or remedies  hereunder,  until such
time as Note  Holder  receives  payment in full of all  amounts  due  hereunder,
Interest will  continue to accrue on the  Principal  Amount at the Interest rate
charged hereunder.

6. ASSIGNMENT.  The rights and obligations of the parties hereunder shall not be
assignable  by either party  without the consent of the other except Note Holder
may assign its rights to a Permitted Transferee. For purposes hereof a Permitted
Transferee,  shall be a  corporation,  partnership  or other entity,  which is a
successor  by  merger,   reorganization,   consolidation  or  similar  corporate
transaction or in the case of the dissolution or liquidation of the Note Holder,
the successor to the Note Holder or the previous  Permitted  Transferee the same
by will, the laws of intestate  succession or the corporate laws of the State of
Arizona. To the extent such assignments are allowed, the provisions of this Note
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective designees,  heirs, legal representatives,  successors and assigns, to
the extent provided herein.

7.  COSTS.  Company  shall  pay,  on  demand,  any and all costs  and  expenses,
including reasonable attorneys' fees, incurred by Note Holder in connection with
a Default and the collection of any portion of the Principal Amount and Interest
accrued thereon.

8.  OFFSET.  The  amounts due under this Note are not  subject to  reduction  or
offset  for any  claims of Company or its  successors  or assigns  against  Note
Holder or any third party.

9. NO  CONTINUING  WAIVER.  The  waiver of a  Default  shall  not  constitute  a
continuing waiver or a waiver of any subsequent  Default.  Company hereby waives
presentment, demand, dishonor and notice of nonpayment.

10. NOTICE. All notices,  requests,  consents and other communications which may
be desired or required  hereunder  shall be in  writing,  and shall be deemed to
have been duly given on the date of delivery if delivered in person to the party
named below,  or three (3) days after  mailing if deposited in the United States
mail, first class, registered or certified mail, return receipt requested,  with
postage prepaid, addressed as follows:

                If to Company:            Solpower Corporation
                                          7309 East Stetson Drive
                                          Suite 102
                                          Scottsdale, AZ 85251
                                          Attention:  Mr. Mark Robinson
                                          Telecopier: 480.947.6324

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<PAGE>

                If to Note Holder:        Dominion Capital Pty Ltd.
                                          39 De Havilland Road
                                          Mordialloc 3195
                                          Victoria, Australia
                                          Attention:  Peter Voss
                                          Telecopier: 61.3.9596.7573

11.  SEVERABILITY.  If any provision of this Note or the application  thereof to
any person or circumstance shall be held invalid or unenforceable to any extent,
the remainder of this Note and the  application  of any such  provision to other
persons or circumstances  shall not be affected thereby and shall be enforced to
the greatest extent permitted by law.

12.  INTERPRETATION OF DOCUMENT.  The parties hereto  acknowledge and agree that
this  Note  has  been   negotiated  arms  length  and  between  parties  equally
sophisticated  and  knowledgeable  in the matters dealt with in this Note.  Each
party has had  access to counsel of their  selection.  Accordingly,  any rule of
law, court decision or other legal  precedent that would require  interpretation
of any  ambiguities  in this Note  against  the party that has drafted it is not
applicable and is waived.

13.  GOVERNING LAW AND VENUE.  This Note and the rights and  obligations  of the
parties  hereunder  and the persons  subject  hereto  shall be governed  by, and
construed and  interpreted in accordance  with, the law of the State of Arizona,
without giving effect to the choice of law principles thereof. Each party agrees
that any  proceeding  relating to this Note shall be brought in a state court in
Maricopa  County and each party  consents to personal  jurisdiction  in any such
action brought in any such court.

SOLPOWER CORPORATION,
a Nevada corporation


By: /s/ Mark Robinson
    -------------------------------------
    Name:  Mark Robinson
    Title: President and Chief Executive Officer

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