Exhibit 10.27


NEITHER THIS WARRANT NOR THE SHARES FOR WHICH THIS WARRANT IS  EXERCISABLE  HAVE
BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933  OR  QUALIFIED  UNDER  THE
SECURITIES  LAWS  OF ANY  JURISDICTION.  NONE OF SUCH  SECURITIES  MAY BE  SOLD,
PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SAID  ACT OR AN  OPINION  OF  COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                   SOLPOWER CORPORATION, a Nevada corporation
                             Share Purchase Warrant

Number ____________                  Right to Purchase: 1,000,000 Common Shares,
Date of Issuance: August 28, 2000                                $0.01 par value



     1.  WARRANT.  For  value  received,  Pico  Holdings,   Inc.,  a  California
corporation ("Registered Owner") is entitled, on or before August 28, 2003 or an
earlier  date  applicable  in  paragraph  4 below  ("Expiration  Date")  but not
thereafter,  to  exercise  the Warrant  purchase  up to One Million  (1,000,000)
non-assessable  Shares, $0.01 par value ("Shares"),  of Solpower Corporation,  a
Nevada corporation (the "Company"),  from the Company for a purchase price equal
to  forty-three  cents ($0.43) per  Share,  being an amount equal to 110% of the
closing  price of the shares on the date of issuance  of this  Warrant and which
purchase  price is subject to adjustment as provided for herein,  (the "Exercise
Price").

     2. EXERCISE.

          2.1. EXERCISE PERIOD.  The purchase rights represented by this Warrant
are  exercisable at the option of the Registered  Owner in whole at any time, or
in part from time to time,  prior to the  Expiration  Date,  provided  that such
purchase rights shall not be exercisable  with respect to a fraction of a Share.
The Company  will not close its books for the transfer of this Warrant or of any
Shares  issued or issuable upon the exercise of this Warrant in any manner which
interferes with the timely exercise of this Warrant.

          2.2. EXERCISE PROCEDURE.

               (a) This Warrant will be deemed to have been  exercised  upon the
date of surrender (the "Exercise  Date") of this Warrant to the Company together
with a completed and duly executed subscription in the form attached hereto, and
cash  payment  of the  purchase  price  for  each  of the  Shares  purchased  in
immediately available U. S. federal funds in the amount of the Purchase Price .

                                     Page 1
<PAGE>
               (b)  Certificate  representing  the Shares so purchased  shall be
delivered to the Registered Owner within ten days following the Exercise Date.

               (c) Shares  issuable  upon the  exercise of this  Warrant will be
deemed to have been issued to the Registered Owner on the Exercise Date, and the
Registered  Owner  will be deemed  for all  purposes  to have  become the record
holder of such Shares on the Exercise Date.

               (d) The  Company  covenants  and  agrees  that all  shares  to be
delivered upon the exercise of this Warrant will,  upon  delivery,  be free from
all taxes, liens, and charges with respect to the purchase thereof hereunder.

     3. ADJUSTMENT.

          3.1. SUBDIVISION OR COMBINATION OF SHARES AND SHARE DIVIDENDS.  In the
event that the Company  shall at any time after the Date of  Issuance  issue any
Shares or any rights to purchase  Shares as a dividend  upon its Shares or issue
any Shares in subdivision of outstanding Shares by reclassification or otherwise
or combine outstanding Shares by reclassification or otherwise,  then in each of
said  events  ("Adjustment  Events"),  the  Exercise  Price which would apply if
purchase rights hereunder were being exercised  immediately prior to such action
by the Company shall be adjusted by multiplying it by a fraction,  the numerator
of which  shall be the number of Shares  outstanding  immediately  prior to such
dividend,  subdivision or combination  and the denominator of which shall be the
number of Shares  outstanding  immediately  after such dividend,  subdivision or
combination,  and in such case the number of Shares  which would be  purchasable
hereunder if purchase rights hereunder were being exercised immediately prior to
such action by the Company  shall be  adjusted by  multiplying  it by a fraction
which is the  reciprocal  of the fraction by which the  Exercise  Price shall be
adjusted.

          3.2.  NOTICE OF  ADJUSTMENT.  Immediately  upon any  adjustment of the
Exercise Price or increase or decrease in the number of Shares  purchasable upon
exercise of this Warrant,  the Company will send written  notice  thereof to the
Registered  Owner,  stating  the  adjusted  Exercise  Price,  the  increased  or
decreased  number of Shares  purchasable  upon  exercise of this Warrant and the
calculation for such adjustment and increase or decrease. When appropriate, such
notice may be given in advance and included as part of any notice required to be
given pursuant to Section 4 below.

          3.3 DISCRETION.  Notwithstanding  the provisions of this Section 3, on
the  occurrence of any  Adjustment  Events,  the Company shall have the sole and
exclusive power to make other adjustments as it considers necessary or desirable
with  respect to the Warrants so long as such  adjustment  is not adverse to the
Registered Owner's interests hereunder.

     4. PRIOR NOTICE OF CERTAIN EVENTS. In case at any time any of the following
(collectively "Capital Event") shall occur:

               (a) the Company  shall pay any  dividend  upon its Shares or make
any  distribution  to  the  holders  of  its  Shares  (including   dividends  or
distributions payable in Shares);

                                     Page 2
<PAGE>
               (b) there shall be any reorganization or  reclassification of the
capital  stock of the Company,  or  consolidation  or merger of the Company with
another  corporation  or a sale or  deposition of all or  substantially  all its
assets;

               (c)  there  shall  be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company; or

               (d) the Company shall  undertake an  underwritten  initial public
offering of its Shares,  and the underwriter or underwriting group shall require
the  acceleration  of the exercise  date of the Warrant,  then,  in each of said
cases,  the Company shall give prior written notice to the  Registered  Owner of
the date on which (i) the books of the Company  shall close or a record shall be
taken  for such  dividend,  distribution  or  subscription  rights  or (ii) such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation or winding up shall take place or (iii) the Company shall  undertake
an initial public  offering,  as the case may be. Such notice shall also specify
the date as of which the holders of distribution or subscription rights or shall
be  entitled  to  exchange   their  Shares  for  securities  or  other  property
deliverable upon such reorganization,  reclassification,  consolidation, merger,
sale,  dissolution,  liquidation or winding up, as the case may be. Such written
notice  shall be given at least  twenty days prior to the action in question and
not less than  twenty  days  prior to the  record  date or the date on which the
Company's  transfer books are closed in respect thereto.  To the extent that the
Registered Owner does not, within the period  specified,  exercise this Warrant,
this Warrant shall lapse.

     5. RESTRICTIONS ON TRANSFERS.

          5.1.  TRANSFER  RESTRICTIONS.  Neither  this  Warrant  nor any  rights
hereunder are transferable by the Registered Owner hereof, except with the prior
written  consent of the Company.  The Company may deem and treat the  Registered
Owner of this Warrant at any time as the absolute owner hereof for all purposes.

          5.2.   RESTRICTIVE  LEGEND.  The  Registered  Owner  of  this  Warrant
acknowledges  that neither this Warrant nor the Shares for which this Warrant is
exercisable  have been registered  under the Securities Act of 1933, as amended,
("1933 Act") or qualified  under the  securities  laws of  California  or of any
other  State or  jurisdiction.  The  undersigned  agrees  not to  sell,  pledge,
hypothecate,  transfer or otherwise dispose of this Warrant or any Shares issued
upon its exercise in the absence of (i) an effective  registration  statement as
to this Warrant or such Shares  under the 1933 Act (or any similar  statute then
in effect) or (ii) an opinion  of  counsel  satisfactory  to the  Company to the
effect that such registration is not required.

     6. NO FURTHER RIGHTS.  This Warrant shall not entitle the Registered  Owner
to any voting rights or other rights as a shareholder of the Company,  or to any
other rights  whatsoever  except the rights herein  expressed,  and no dividends
shall  be  payable  or  accrue  in  respect  of  this  Warrant  or the  interest
represented  hereby or the shares  purchasable  hereunder  until or unless,  and
except to the extent that, this Warrant shall be exercised.

                                     Page 3
<PAGE>
     7.  RESERVATION  OF SHARES.  The Company agrees at all times to reserve and
hold  available  for issuance a  sufficient  number of  authorized  but unissued
Shares as will be sufficient to permit the exercise in full of this Warrant, and
upon such  issuance  all such  Shares  will be  validly  issued,  fully paid and
nonassessable and not in violation of the preemptive rights of any person.

     8. GENERAL.

          8.1. NOTICES.  Any notices required to be sent to the Registered Owner
will be delivered to the address of such Registered  Owner shown on the books of
the Company.  All notices referred to herein will be delivered in person or sent
by first class mail, postage prepaid, and will be deemed to have been given when
so delivered or sent.

          8.2.  ASSIGNMENT.  This Warrant shall be binding upon and inure to the
benefit of both parties hereto and their respective  successors and assigns.  If
any provision of this Warrant shall be held to be invalid or  unenforceable,  in
whole or in part,  neither the validity nor the  enforceability of the remainder
hereof shall in any way be affected.

          8.3.  HEADINGS.  The headings in this  Agreement are included only for
convenience  and  shall  not  affect  the  meaning  or  interpretation  of  this
Agreement.  The words  "herein" and  "hereof" and other words of similar  import
refer  to this  Agreement  as a whole  and  not to any  particular  part of this
Agreement.  The word  "including" as used herein shall not be construed so as to
exclude any other thing not referred to or described.


     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officer.

                                        SOLPOWER CORPORATION


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

                                     Page 4
<PAGE>
                              FORM OF SUBSCRIPTION
                  (To be signed only upon exercise of Warrant)


TO: SOLPOWER CORPORATION

     The  undersigned,  the  Registered  Owner  of the  within  Warrant,  hereby
irrevocably  elects to exercise the purchase rights  represented by such Warrant
for,  and to purchase  thereunder,  __________________  Common  Shares $0.01 par
value of Solpower  Corporation and herewith makes Payment by delivery of cash or
other immediately available federal funds of $___________. If such Common Shares
shall not be all of the  Shares  purchasable  hereunder,  a new  Warrant of like
tenor for the  balance  of the  Common  Shares  purchasable  hereunder  shall be
delivered to the undersigned.


Dated:
       ------------------------------   ----------------------------------------

                                        ----------------------------------------

                                     Page 5