Exhibit 10.25

                              NONNEGOTIABLE SECURED
                                 PROMISSORY NOTE

$500,000 United States                                   Issued: August 28, 2000
Principal Amount                                  Maturity Date: August 28, 2003


     FOR VALUE RECEIVED, Solpower Corporation.,  a Nevada corporation ("Maker"),
hereby  promises to pay to Pico  Holdings,  Inc.,  a Delaware  corporation  (the
"Payee"),  the principal  amount  ("Principal  Amount") of Five Hundred Thousand
Dollars ($500,000)  together with interest thereon calculated in U.S. dollars at
the rate  published in the WALL STREET  JOURNAL under the caption  "Money Rates,
London  Interbank  Offered  Rates  (Libor)" for notes  maturing six (6) calendar
months  after  issuance  plus two percent  (2%)  ("Interest"),  according to the
following terms and conditions.  This instrument is not negotiable or assignable
by Payee except to a Permitted  Transferee as defined  below.  All references to
currency herein refer to United States Dollars.

     1. INTEREST AND PAYMENT SCHEDULE.

          All accrued  Interest shall be payable on each anniversary of the date
hereof.  All unpaid  portions  of the  Principal  Amount and  accrued and unpaid
Interest remaining on this Note shall be due and payable on August 28, 2003 (the
"Maturity  Date").  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.  The Principal Amount and Interest
payable hereunder shall be paid in lawful money of the United States to Payee at
such place as Payee may designate in writing.

     2. PREPAYMENT.

          The Maker  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 Payee.  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.

     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 Maker to pay any  principal  or interest  owing under
this Note when due on the  Maturity  Date which shall not have been cured within
thirty  (30) days of  receipt  of a notice  from Payee  specifying  the  alleged
Default or failure; or

          (b) Maker shall make an assignment for the benefit of creditors, or if
a  receiver  of  Maker's  property  shall  be  appointed,  or if a  petition  in
bankruptcy  or for the  reorganization  under any  Chapter of any United  States
Federal or State Bankruptcy Act or other similar proceeding under law for relief

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of debtors  shall be filed by or against  Maker,  or if any lien of  attachment,
execution,  lien,  or claim of lien be placed  against all or any portion of the
assets of the Maker and is not  cleared  from the  record or  reasonably  bonded
against within ninety (90) days after it has been filed.

     Provided,  however,  that no  delay  or  omission  on the  part of Payee 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, Maker 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 Maker to Payee of all of the Common  Shares of Protocol  Resource  Management
Inc.  ("Pledged Stock") held by Maker  ("Pledgor")  pursuant to a separate Stock
Pledge Agreement dated as of the same date as the date of this Note.

     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 Payee may declare
the  entire  unpaid  Principal   Amount,   and  all  Interest  accrued  thereon,
immediately  due and payable  and shall be entitled to exercise  upon and to own
the  Pledged  Stock in  addition  to any other  remedies  it may have a right to
assert with  respect to this Note.  The rights and  remedies  available to Payee
with  respect to the Pledged  Stock under this Note shall be  cumulative  and in
addition to any other rights or remedies that Payee may be entitled to pursue at
law or in equity.  The exercise of one or more of such rights or remedies  shall
not impair  Payee's  right to  exercise  any other  right or remedy at law or in
equity.  Notwithstanding  the occurrence of a Default or the Payee's exercise of
any of its  rights or  remedies  hereunder,  until  such time as Payee  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 Payee
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 Payee,  the
successor to the Payee or the previous  Permitted  Transferee  the same by will,
the  laws  of  intestate  succession  or the  corporate  laws  of the  state  of
California.  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.  Maker  shall pay,  on demand,  any and all costs and  expenses,
including  reasonable  attorneys'  fees,  incurred by Payee 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 Maker or its successors or assigns against Payee or any
third party.

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     9. NO CONTINUING  WAIVER.  The waiver of a Default  shall not  constitute a
continuing  waiver or a waiver of any  subsequent  Default.  Maker 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 Maker:        Solpower Corporation
                         7309 East Stetson Drive
                         Suite 102
                         Scottsdale, AZ 85251
                         Attention: Mr. Mark Robinson
                         Telecopier: 480-947-6324

     With a copy to:     Brand Farrar & Buxbaum LLP
                         515 South Flower Street, Suite 3500
                         Los Angeles, CA 90071
                         Attention: Margaret G. Graf
                         Telecopier: 213-426-6222

     If to Payee:        Pico Holdings, Inc.
                         875 Prospect Street
                         Suite 301
                         La Jolla, CA  92037
                         Attn: Peter Wood
                         Telecopier: 858-456-6172

     With a copy to:     General Counsel
                         Pico Holdings, Inc.
                         875 Prospect Street
                         Suite 301
                         La Jolla, CA  92037
                         Telecopier: 858-456-6172

     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

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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
California,  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  Los  Angeles  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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