Acquisition Agreement

           Xynery Corp and Corporate Space Power Industries & Electric

Xynergy  Inc.
269 So. Beverly Drive, Suite 938
Beverly Hills, Ca. 90212

Agreement made this 20th day of April, 2002, between Corporate Space Power
Industries & Electric, Inc,("CSPIE") a corporation organized under the laws of
the State of Nevada, with its principal office located at 77-734 Country Club
Drive - Suite L, Palm Desert, CA 92211, hereafter referred to as "seller," and
Xynergy Corporation, a corporation organized under the laws of the State of
Nevada, with its principal office located at 269 South Beverly Drive, Suite 938,
Beverly Hills, California, hereafter referred to as "buyer."

As designated signer for Seller is also in control of a majority of shares for
seller, seller indicates approval by seller's stockholders of the terms and
conditions of this agreement and the nature and amount of the consideration to
be received by seller hereunder, the parties agree as follows:

                                  SECTION ONE.

                             PROMISE TO BUY AND SELL

Seller agrees to sell and buyer agrees to purchase all the assets and property
of seller, including its good will in the items, listed in Exhibits A, B, and C,
attached hereto and made a part hereof, for the consideration, under the terms
and conditions, and subject to the warranties and representations set forth in
this agreement.

                                  SECTION TWO.

                         CLOSING; DOCUMENTS DELIVERABLE

The closing of the sale shall take place on April 22, 2002, at 2:00 p.m. PST at
269 South Beverly Drive, Suite 938, Beverly Hills, California. At the closing,
seller shall deliver to buyer such deeds, bills of sale, assignments, and other
instruments of transfer as may be necessary to vest in buyer good and marketable
title to the property and assets sold under this agreement.

At closing, or at the earliest opportunity thereafter, buyer shall initiate
issuance of sufficient shares to pay seller all of the purchase price as
specified in this agreement. All documents and papers to which the parties are
entitled under this agreement, unless otherwise specified in this agreement,
shall also be delivered at the closing.

                                 SECTION THREE.

                                  CONSIDERATION

Buyer, in consideration of the covenants, conditions, and representations of
seller, recited in this agreement, shall pay to seller, on closing, or on it's
earliest opportunity thereafter, 3,000,000 shares of common stock in buyer.
Assets transferred to buyer shall be valued as follows: 100% ownership of
seller, and complete control over all assets, letters of interest/intent, domain
names, contracts, intellectual property, and personnel. The total estimated
value of all assets transferred from the seller to the buyer is $930,000.00. The
purchase price shall be allocated as follows: 3,000,000 shares of common stock
of buyer in exchange for 10,000,000 shares of common stock in seller (which
represents all issued and outstanding shares of seller on a fully diluted
basis).
<PAGE>

At the closing of this agreement, for each 1,000 shares of seller owned by
current shareholders of seller, shall receive 300 shares of common stock in
buyer, as well as warrants for future options to purchase 1,500 shares of
sellers common stock at an exercise price of $.10 per share, under the terms
outlined in the following paragraph.

Upon completion of seller's initial financing of $1,500,000.00, and upon
successful completion of ground based laser demonstration, and upon achieving
satisfactory results to proceed to the space based demonstration, buyer will
issue additional shares of sellers common stock for a second round of financing
sufficient to fund the space based demonstration.

Upon issuance of additional shares for the second round financing, sellers
shareholders may exchange warrants received from buyer at the closing of this
transaction, for options to purchase up to 1,500 shares of seller at a per share
strike price of $0.10, for every 300 shares of common stock received from buyer
at the closing of this transaction. The maximum number of shares available for
issuance, and purchase by shareholders of seller, is 15,000,000 under the terms
of this agreement.

Alternatively, each former shareholder of seller shall be given the right to
swap their common shares of buyer to exercise their options in seller at a 1 for
5 Ratio. The swap may be done in whole or in part.

Buyer will allocate a sufficient number of share of common stock in buyer, as
well as it's best effort to cause allocated shares to be registered, in order to
achieve financing in the amount of $1,500,000.00 for sellers ground based laser
demonstration. Seller shall be responsible for all requirements of the
registration process of buyers common shares, for which buyer is not directly
responsible. Example; seller shall provide complete prospectus, as well as all
other documents required by seller under an S-4 Registration (Or selected
Registration document), as well as any comments or additional requirements
necessary to complete the registration of buyers common shares.

Principal Seller shareholders will designate 2 of 5 seats on the board of
Seller.

Primary shareholder of Seller will receive 1 of 5 seats on the board of Buyer.

                                  SECTION FOUR.

                       WARRANTIES AND COVENANTS OF SELLER

Seller agrees, represents, and warrants as follows:

(a). Seller is duly incorporated and authorized to do business under the laws of
the State of Nevada.

(b). The execution of this agreement has been duly authorized by seller's board
of directors.

(c). Seller has the approval of its shareholders of the terms and conditions of
this agreement and of the nature and amount of the consideration to be received
by seller hereunder.

(d). Seller has good and marketable title to all assets and property sold
hereunder, except as otherwise stated in the exhibits attached hereto and except
for property disposed of or encumbered in the ordinary course of business. All
tangible property sold hereunder is in good condition and repair and conforms to
all applicable zoning, building, safety, and other regulations.

(e). Seller agrees to use its best efforts to obtain the necessary consents for
the assignment or transfer of any contract, lease, license, or permit to be
assigned or transferred hereunder and to

<PAGE>

perform its duties under such contracts, leases, licenses, and permits without
default until the closing date.

(f). Seller agrees to continue normal operations of the business, and to report
directly to the buyers board of directors or any designated officers on a
monthly basis to provide progress and growth reports, as well as to follow any
instructions or mandates from buyer for a period of no less than 24 months from
the closing date.

(g). Seller agrees to disclose to buyer not later than 10 days after the closing
date, all trade secrets, relevant contacts, and technical information held or
controlled by seller and relating to the business sold hereunder. Buyer shall
have the right to use the name of seller, and seller agrees not to use, or
authorize others to use, its name or a similar name.

(h). Until the closing date of this agreement, seller shall not, without the
written consent of buyer, dispose of or encumber any of the assets or property
to be sold hereunder, with the exception of any transactions occurring in the
ordinary course of seller's business. Seller shall use its best efforts to
preserve its business and good will. Seller further agrees to permit buyer, and
its representatives, full access to its property and records any time prior to
the closing date during normal business hours and to supply all information
concerning its property and affairs as buyer may reasonably demand.

                                  SECTION FIVE.

                RESOLUTION OF CLAIMS; INDEMNIFICATION OF PARTIES

In case of claim of breach of contract by either party, the party so claiming
shall notify the other party in writing, indicating the alleged breach and the
amount of damages claimed therefore. In case of dispute as to the existence of a
breach, or the amount of damages therefore, the parties shall submit the dispute
to an arbitration board to be defined by buyer at such time as is required. The
decision of the arbitration board shall be final where unanimous, but either
party dissatisfied with the a decision of the arbitration board which is less
than final shall have customary recourse to the judicial system of the State of
California.

Except as otherwise expressly provided in this agreement, seller shall indemnify
buyer against any liability connected with the assets or business sold hereunder
accruing as a result of acts or omissions occurring before the closing date, and
buyer shall indemnify seller against any such liability accruing as a result of
acts or omissions occurring after the closing date. Each party to this agreement
shall cooperate with the other party in defending claims for which the other
party is or may be liable under this provision by giving notice to the other
party of the assertion or existence of any such claim and by furnishing such
documents and information as may be useful in defense of such claims.

                                  SECTION SIX.

                         TRANSFER OF TITLE; RISK OF LOSS

Title to the assets and property sold hereunder shall pass to buyer on the
closing date on delivery to it of the proper instruments of transfer. If at any
time any of the tangible property sold hereunder shall have been lost or
damaged, except for damage or loss through use and wear in the ordinary course
of business, by any cause or event beyond the reasonable power and control of
seller, buyer shall be entitled to collect all insurance proceeds collectible by
reason of such loss or damage or, if the amount of the loss or damage exceeds
fifty percent (50%) of the value of that property, buyer shall have the right to
elect to complete the sale and collect all insurance proceeds or to terminate
this agreement in lieu of any other right or remedy. If buyer becomes entitled
to collect insurance under this provision, the purchase price of lost or damaged
assets covered by insurance shall not be reduced.

<PAGE>

                                 SECTION SEVEN.

                          IMPOSSIBILITY OF PERFORMANCE

If, except as otherwise provided in this agreement, either party shall be
prevented from completing the sale for any cause beyond its reasonable power and
control, the other party may elect to accept partial performance or, in lieu of
any other remedy, elect to terminate this agreement.

                                 SECTION EIGHT.

                               SALES AND USE TAXES

Any sales or use tax payable by reason of the sale of any of the assets under
this agreement shall be paid by buyer, and such payment shall not be construed
as part of the purchase price. Seller agrees to furnish to buyer resale
certificates for any items sold to buyer for resale. Seller shall also obtain
and deliver to buyer a clearance receipt of the transaction for sales and use
taxes due from seller.

                                  SECTION NINE.

                          INVENTORY OF GOODS TO BE SOLD

An inventory of stock, supplies, fixtures, furnishings, and equipment, shall be
taken by buyer on May 20, 2002. The inventory of seller's stock in trade shall
set forth the aggregate value for which the items are to be sold under this
agreement based on seller's actual cost for each item.

                                  SECTION TEN.

                      DISPOSITION OF DOCUMENTS AND RECORDS

Seller shall retain title to all its documents and records, except those agreed
to be transferred under this agreement. Any such documents or records that buyer
may reasonably require after the closing date for use in connection with the
future financing, assets, or business sold hereunder shall be delivered or made
available to buyer. Each party shall forward to the other party all
correspondence, documents, or payments relating to the assets or business sold
hereunder to which the other party is entitled under the terms of this
agreement. Before destroying any records or papers connected with the assets or
business sold hereunder, each party shall first offer them to the other party.

                                 SECTION ELEVEN.

                                      COSTS

Seller shall bear the cost of title insurance premiums, financial audit, and
record costs. All other costs incidental to the sale hereunder shall be borne by
the parties in accordance with prevailing custom.

                                 SECTION TWELVE.

                           INTERPRETATION OF AGREEMENT

12.1. There are no agreements, warranties, or representations, express or
implied, except those expressly set forth in this agreement. All agreements,
representations, and warranties contained in this agreement shall apply as of
the closing date and shall survive the closing of this agreement.

<PAGE>

12.2. This agreement shall not be assignable by buyer without the written
consent of seller. Subject to this provision, this agreement shall be binding on
and benefit the successors and assigns of the parties.

12.3. This agreement is to be governed by and construed under the laws of the
State of California.

In witness whereof the parties have executed this agreement in duplicate at
________________________[designate place of execution] on April 22, 2002.


<TABLE>
<S>                                                  <C>
Xynergy Corp                                         Corporate Space Power Industries & Electric

Per:                                                 Per:
                           /s/                                                  /s/
         -----------------------------------                  --------------------------------------------
         Raquel Zepeda                                        Howard Foote
         President and Director                               President and Chairman

Witness:                                             Witness:

                           /s/                                                  /s/
         -----------------------------------                  --------------------------------------------
</TABLE>

                                [Attach exhibits]

A.    Employment Agreement for Howard Foote
B.    Employee Invention Agreement for Howard Foote
C.    Employee Confidentiality Agreement for Howard Foote

<PAGE>

                                    Exhibit A

                              EMPLOYMENT AGREEMENT

Agreement made, effective as of April 22, 2002, by and between Xynergy
Corporation, a corporation organized and existing under the laws of the State of
Nevada, with its principal office located at 269 South Beverly Drive, Suite 938,
Beverly Hills, California, referred to in this agreement as employer, and Howard
Foote, of 53975 Avenida Cortez, LaQuinta CA 92253, referred to in this agreement
as employee.

                                    RECITALS

A. Employer is a holding company with current and prospective interests in
retail, marketing, and Solar Space Power (SSP) technology and other
technologies.

B. Employee has been engaged and has had a great deal of experience and contacts
in the design and development of SSP and other technologies.

C. Employee is willing to be employed by employer, and employer is willing to
employ employee, on the terms, covenants, and conditions set forth in this
agreement.

In consideration of the matters described above, and of the mutual benefits and
obligations set forth in this agreement, the parties agree as follows:

                                  SECTION ONE.

                                   EMPLOYMENT

A. Employer employs, engages, and hires employee as a President of Corporate
Space Power Industries & Electric, Inc. to act in the capacity of senior manager
of all business affairs of the company, as well as Chief Technical Officer for
Xynergy Corporation to act in the capacity of senior management in matters
relating to oversight of company's technology and innovations, and employee
accepts and agrees to such hiring, engagement, and employment, subject to the
general supervision and pursuant to the orders, advice, and direction of
employer.

B. Employee shall perform such other duties as are customarily performed by one
holding such position in other, same, or similar businesses or enterprises as
that engaged in by employer, and shall also additionally render such other and
unrelated services and duties as may be assigned to him from time to time by
employer.

                                  SECTION TWO.

                            BEST EFFORTS OF EMPLOYEE

Employee agrees that he will at all times faithfully, industriously, and to the
best of his ability, experience, and talents, perform all of the duties that may
be required of and from him pursuant to the express and implicit terms of this
agreement, to the reasonable satisfaction of employer. Such duties shall be
rendered at 77-734 Country Club Drive - Suite L, Palm Desert, CA 92211, and at
such other place or places as employer shall in good faith require or as the
interest, needs, business, or opportunity of employer shall require.

<PAGE>

                                 SECTION THREE.

                               TERM OF EMPLOYMENT

The term of this agreement shall be a period of two years, commencing April 22,
2002, and terminating April 21, 2004, subject, however, to prior termination as
provided in this agreement. At the expiration date of April 21, 2004, this
agreement shall be considered renewed for regular periods of one year, provided
neither party submits a notice of termination.

                                  SECTION FOUR.

                            COMPENSATION OF EMPLOYEE

Cash & Expenses

Employer shall pay employee, and employee shall accept from employer, for
employee's services under this agreement, compensation at the rate of $120,000
per year, payable twice a month on the 15th and 30th days of each month while
this agreement shall be in force. Due to the initial lack of financing, and
until adequate financing is obtained, in the absence of timely cash payment,
employee agrees to receive either a deferred cash payment by the end of the
current quarter where available, or an equal dollar amount of S-8 shares to be
issued simultaneous to options for the current quarter. S8 shares issued in lieu
of cash payment shall be valued at the published bid price of filing date.

Employer shall reimburse employee for all necessary expenses incurred by
employee while traveling pursuant to employer's directions.

Additionally, Employer shall provide a budget sufficient for office space,
supplies, and utilities, including telephone, internet access, wireless
telephone, etc. Such payments are expected to cost approximately $3,500 per
month.

Options

Employee options will be awarded at a rate of 56,250 options per quarter,
beginning after the first full quarter of employment, to purchase registered
shares of XYNY stock, beginning July 1, 2002. Exercise prices of the quarterly
options shall be set at the lowest bid price of the stock during the previous
calendar month.


Bonus for Successful Ground Demonstration of Laser

Upon successful demonstration of ground based laser for development of eventual
space based demonstration, Employee shall receive an additional 100,000 S-8
options at a strike price of $0.25 per share, which will be available for
issuance during the next scheduled quarterly S-8 filling.

                                  SECTION FIVE.

                  TERMINATION DUE TO DISCONTINUANCE OF BUSINESS

In spite of anything contained in this agreement to the contrary, in the event
that employer shall permanently discontinue operating its business at 77-734
Country Club Drive - Suite L, Palm Desert, CA 92211, then this agreement shall
terminate as of the last day of the month in which employer ceases operations at
such location with the same force and effect as if such last day of the month
were originally set as the termination date of this agreement.

<PAGE>

                                  SECTION SIX.

                                OTHER EMPLOYMENT

Employee shall devote all of his time, attention, knowledge, and skills solely
to the business and interest of employer, and employer shall be entitled to all
of the benefits, profits, or other issues arising from or incident to all work,
services, and advice of employee, and employee shall not, during the term of
this agreement, be interested directly or indirectly, in any manner, as partner,
officer, director, shareholder, advisor, employee, or in any other capacity in
any other business similar to employer's business or any allied trade; provided,
however, that nothing contained in this section shall be deemed to prevent or to
limit the right of employee to invest any of his money in the capital stock or
other securities of any corporation whose stock or securities are publicly owned
or are regularly traded on any public exchange, nor shall anything contained in
this section be deemed to prevent employee from investing or limit employee's
right to invest his money in real estate.

                                 SECTION SEVEN.

                    RECOMMENDATIONS FOR IMPROVING OPERATIONS

Employee shall make available to employer all information of which employee
shall have any knowledge and shall make all suggestions and recommendations that
will be of mutual benefit to employer and employee.

                                 SECTION EIGHT.

                                  TRADE SECRETS

Employee shall not at any time or in any manner, either directly or indirectly,
divulge, disclose or communicate to any person, firm, corporation, or other
entity in any manner whatsoever any information concerning any matters affecting
or relating to the business of employer, including but not limited to any of its
customers, the prices it obtains or has obtained from the sale of, or at which
it sells or has sold, its products, or any other information concerning the
business of employer, its manner of operation, its plans, processes, or other
data without regard to whether all of the above-stated matters will be deemed
confidential, material, or important, employer and employee specifically and
expressly stipulating that as between them, such matters are important,
material, and confidential and gravely affect the effective and successful
conduct of the business of employer, and employer's good will, and that any
breach of the terms of this section shall be a material breach of this
agreement.

                                  SECTION NINE.

                  TRADE SECRETS AFTER TERMINATION OF EMPLOYMENT

All of the terms of Section Eight of this agreement shall remain in full force
and effect for the period of 2 years after the termination of employee's
employment for any reason, and during such two-year period, employee shall not
make or permit the making of any public announcement or statement of any kind
that his was formerly employed by or connected with employer.

                                  SECTION TEN.

                             ADDITIONAL COMPENSATION

Employee shall not be entitled to any additional compensation by reason of any
service that his may perform as the member of any managing committee of
employer, or in the event that his shall at any time be elected an officer of
director of employer, except as authorized and approved by employers board of
directors.

<PAGE>

                                 SECTION ELEVEN.

                  EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER

In spite of anything contained in this agreement to the contrary, employee shall
not have the right to make any contracts or commitments for or on behalf of
employer without first obtaining the express written consent of employer. All
proposed contract arrangements shall be submitted to employers board of
directors for approval.

                                 SECTION TWELVE.

                         AGREEMENTS OUTSIDE OF CONTRACT

This agreement contains the complete agreement concerning the employment
arrangement between the parties and shall, as of the effective date of this
agreement, supersede all other agreements between the parties. The parties
stipulate that neither of them has made any representation with respect to the
subject matter of this agreement or any representations including the execution
and delivery of this agreement except such representations as are specifically
set forth in this agreement, and each of the parties acknowledges that his has
relied on its own judgment in entering into this agreement. The parties further
acknowledge that any payments or representations that may have been made by
either of them to the other prior to the date of executing this agreement are of
no effect and that neither of them has relied on such payments or
representations in connection with his dealings with the other.

                                SECTION THIRTEEN.

                                    VACATION

Employee shall be entitled to 15 days of paid vacation each year during the term
of this agreement, the time for such vacation to be determined by mutual
agreement between employer and employee.

                                SECTION FOURTEEN.

                            MODIFICATION OF AGREEMENT

Any modification of this agreement or additional obligation assumed by either
party in connection with this agreement shall be binding only if evidenced in
writing signed by each party or an authorized representative of each party.

                                SECTION FIFTEEN.

                                  FIDELITY BOND

Employee will immediately make application for a fidelity or a surety bond, to
any company designated by employer, in such amount as may be specified by
employer. Employer shall pay the premium on such bond, and such bond shall
continue in force in such amounts as employer may from time to time require and
in the event such bond is refused, or is ever canceled, except with the approval
of employer, employee's employment may be terminated immediately and employee
shall be entitled to compensation to the date of such termination only.

<PAGE>

                                SECTION SIXTEEN.

                                   TERMINATION

A. After the first 185 days of employment, this agreement may be terminated by
either party by providing 180 days written notice to the other. If employer
shall so terminate this agreement, employee shall be entitled to compensation
for 180 days.

B. In the event of any violation by employee of any of the terms of this
agreement, employer may terminate employment without notice and with
compensation to employee only to the date of such termination.

C. It is further agreed that any breach or evasion of any of the terms of this
agreement by either party will result in immediate and irreparable injury to the
other party and will authorize recourse to injunction and or specific
performance as well as to all other legal or equitable remedies to which such
injured party may be entitled under this agreement.

                               SECTION SEVENTEEN.

                           TERMINATION FOR DISABILITY

A. In spite of anything in this agreement to the contrary, employer has the
option to terminate this agreement in the event that employee shall, during the
term of this agreement, become permanently disabled as the term permanently
disabled is fixed and defined in this Section. Such option shall be exercised by
employer giving notice to employee by registered mail, addressed to him in care
of employer at 269 South Beverly Drive, Suite 938, Beverly Hills, California,
90212 or at such other address as employee shall designate in writing of
employer's intention to terminate this agreement on the last day of the month
during which such notice is mailed. On the giving of such notice, this agreement
shall cease on the last day of the month in which the notice is so mailed, with
the same force and effect as if such last day of the month were the date
originally set forth in this agreement as the termination date of this
agreement.

B. For the purposes of this agreement, employee shall be deemed to have become
permanently disabled, if, during any year of the term of this agreement, because
of ill health, physical or mental disability or for other causes beyond
employee's control he shall have been continuously unable or unwilling or shall
have failed to perform his duties under this agreement for 180 consecutive days,
or if, during any year of the term of this agreement, employee shall have been
unable or unwilling or shall have failed to perform his duties for a total
period of 365 days, irrespective of whether or not such days are consecutive.
For the purposes of this agreement, the term "any year of the term of this
agreement" is defined to mean any 12-calendar-months period commencing on April
22, 2002, and terminating on April 21, 2004, during the term of this agreement.

                                SECTION EIGHTEEN.

                             COVENANT NOT TO COMPETE

If such employment is terminated for any cause, employee shall not, for a period
of 2 years after leaving the employment, engage directly or indirectly, either
personally or as an employee, associate partner, partner, manager, agent, or
otherwise, or by means of any corporate or other device, in the Internet
business within the United States, nor shall employee for such period and in
such localities solicit orders, directly or indirectly, from any customers of
employer, or from any customers of its successor, for such products as are sold
by employer or its successor, either for himself or as an employee of any
person, firm, or corporation.

<PAGE>

                                SECTION NINETEEN.

                          EFFECT OF PARTIAL INVALIDITY

The invalidity of any portion of this agreement will not and shall not be deemed
to affect the validity of any other provision. In the event that any provision
of this agreement is held to be invalid, the parties agree that the remaining
provisions shall be deemed to be in full force and effect as if they had been
executed by both parties subsequent to the expungement of the invalid provision.

                                 SECTION TWENTY.

                                  CHOICE OF LAW

It is the intention of the parties to this agreement that this agreement and the
performance under this agreement, and all suits and special proceedings under
this agreement, be construed in accordance with and under and pursuant to the
laws of the State of California and that, in any action, special proceeding or
other proceeding that may be brought arising out of, in connection with, or by
reason of this agreement, the laws of the State of California shall be
applicable and shall govern to the exclusion of the law of any other forum,
without regard to the jurisdiction in which any action or special proceeding may
be instituted.

                               SECTION TWENTY-ONE.

                                    NO WAIVER

The failure of either party to this agreement to insist upon the performance of
any of the terms and conditions of this agreement, or the waiver of any breach
of any of the terms and conditions of this agreement, shall not be construed as
thereafter waiving any such terms and conditions, but the same shall continue
and remain in full force and effect as if no such forbearance or waiver had
occurred.

                               SECTION TWENTY-TWO.

                                  ATTORNEY FEES

In the event that any action is filed in relation to this agreement, the
unsuccessful party in the action shall pay to the successful party, in addition
to all the sums that either party may be called on to pay, a reasonable sum for
the successful party's attorney's fees.

                              SECTION TWENTY-THREE.

                              TRADING RESTRICTIONS

The Employee agrees that, at no time, without prior written consent from the
Employers board of directors, shall the employee engage in a stock trade of any
shares of the Employers stock which is at a discount, or below the current bid
price at the time of the trade. Example: If, on the date of the transaction, the
current bid price of Employers common stock is $.50, the Employee agrees not to
sell any shares of the Employers common stock below the bid price of $.50.

<PAGE>

                              SECTION TWENTY-FOUR.

                               PARAGRAPH HEADINGS

The titles to the paragraphs of this agreement are solely for the convenience of
the parties and shall not be used to explain, modify, simplify, or aid in the
interpretation of the provisions of this agreement.

In witness of the above, each party to this agreement has caused it to be
executed at __________________________________on the date indicated below.


                                   SIGNATURES

    Xynergy Corporation                        Employee

                  /s/                                           /s/
------------------------------------           ---------------------------------
    Raquel Zepeda - President                  Howard Foote

    Date:         /        /                   Date:    /       /
          --------------------------                 --------------------

<PAGE>

                                    Exhibit B

                          EMPLOYEE INVENTION AGREEMENT

     Agreement made, effective as of March 5, 2002, by and between Xynergy
Corporation, a corporation organized and existing under the laws of the State of
Nevada, with its principal office located at 269 South Beverly Drive, Suite 938,
Beverly Hills, California, referred to in this agreement as employer, and Howard
Foote, of 53975 Avenida Cortez, LaQuinta CA 92253, referred to in this agreement
as employee.

                                    RECITALS

A. Employer is a holding company with current and prospective interests in
retail, marketing, and Solar Space Power (SSP) technology.

B. Employee has been engaged and has had a great deal of experience and contacts
in the design and development of SSP and other technologies.

C. The parties agree that as part of employee's job performance, employer
expects employee to develop inventions, and to produce and receive confidential
information pertaining to employer's business.

     In consideration of the matters described above, and of the mutual benefits
and obligations set forth in this agreement, the parties agree as follows:

                                  SECTION ONE.

                                  TRADE SECRETS

     During the term of employee's employment, employee shall refrain from
disclosing to other persons or entities any confidential information or trade
secrets of employer developed by employee or of which employee becomes aware.

                                  SECTION TWO.

                       ASSIGNMENT OF RIGHTS TO INVENTIONS

     During the term of employee's employment, employee agrees that any
inventions made by employee with employer's facilities, equipment, supplies,
trade secrets, or that relate to employer's current or anticipated work or
research, or that result from work done for employer, shall belong to employer.
Employee assigns such inventions to employer, and agrees to cooperate with
employer in obtaining patents on inventions for employer. Employee further
agrees that employer may keep such inventions as trade secrets.

<PAGE>

                                 SECTION THREE.

                       DISCLOSURE OF INVENTION TO EMPLOYER

     A. To facilitate compliance with this agreement, employee agrees to
disclose to employer all inventions made by employee during the course of
employee's employment, which shall be for a term of not less than twenty-four
months. Employee agrees that any patent application filed within six months
after termination of employee's employment, or no less than eighteen months from
the date in which this agreement is signed, is presumed to relate to an
invention developed during the term of employee's employment with employer.
Therefore, employee agrees to disclose to employer all patent applications filed
by employee within six months after employee's employment with employer has
terminated, or within no less than eighteen months from the date in which this
agreement is signed.

     B. An invention is made by employee during the course of employee's
employment if employee conceived of, or put into practice, the invention during
the term of employee's employment.

     In witness whereof the parties have executed this agreement in duplicate,
at their respective locations, the day and year first above written.

                                   SIGNATURES

             Xynergy Corporation                Corporate Space Power Industries
                                                & Electric, Inc.

                  /s/                                            /s/
------------------------------------            --------------------------------
    Raquel Zepeda - President                   Howard Foote - President

    Date:         /        /                    Date:    /       /
          --------------------------                  --------------------


    Witnessed By:                               Witnessed By:

                  /s/                                            /s/
------------------------------------            --------------------------------

    Date:         /        /                    Date:    /       /
          --------------------------                  --------------------

<PAGE>

                                    Exhibit C

                       EMPLOYEE CONFIDENTIALITY AGREEMENT

Employee agrees that any and all knowledge or information that may be obtained
in the course of the employment with respect to the conduct and details of the
business and with respect to the secret processes, formulas, machinery, etc.
used by the employer in manufacturing its products will be forever held
inviolate and be concealed from any competitor and all other persons and that he
or she will not engage as employer, employee, principal, agent, or otherwise,
directly or indirectly, at any time in a similar business, and that he or she
will not impart the knowledge acquired to anybody and that should he or she at
any time leave the employ of the employer he or she agrees not to enter into the
employ or service or otherwise act in aid of the business of any rival company
or concern or individual engaged in the same or in similar lines of business. If
he or she does so in violation the employer shall be entitled to an injunction
by any competent court of equity enjoining and restraining him [her] and each
and every other person concerned from continuance of employment, services or
other acts in aid of the business of the rival company or concern. Nothing shall
prevent him [her], upon the termination of the employment, in engaging in any
occupation in which the processes, formulas, and other secrets of the employer
will not be directly or indirectly involved.

                                   SIGNATURES

             Xynergy Corporation                Corporate Space Power Industries
                                                & Electric, Inc.

                  /s/                                            /s/
------------------------------------            --------------------------------
    Raquel Zepeda - President                   Howard Foote - President

    Date:         /        /                    Date:    /       /
          --------------------------                  --------------------


    Witnessed By:                               Witnessed By:

                  /s/                                            /s/
------------------------------------            --------------------------------

    Date:         /        /                    Date:    /       /
          --------------------------                  --------------------