EXHIBIT 10.19

                               HEADS OF AGREEMENT

This  7th  day  of  June,  1999,  Solpower  Corporation,  a  Nevada  corporation
("Solpower"),  has agreed to acquire  the assets  and  liabilities  of  Solpower
Australia  Pty Ltd.,  an  Australian  corporation  ("AUS"),  under the terms and
conditions  stated in this Heads of Agreement (the  "Agreement").  Until, if and
when the parties execute  additional and/or superseding  documents  specifically
referencing  this  Agreement,  the Parties  herein  shall  proceed in good faith
according to the purpose and intent as stated herein:

1.   Solpower and AUS shall agree upon an opening  balance  sheet and an interim
     financial   statement   for  AUS,   which  shall  form  the  basis  of  the
     representations  by AUS and rationale for the acquisition of the assets and
     liabilities  of AUS by  Solpower.  The purchase  specifically  excludes the
     acquisition  or  assumption by Solpower of any  otherwise  undisclosed  AUS
     liabilities.

2.   AUS shall continue and operate as a separate division of Solpower.

3.   The assets and  liabilities  of AUS shall be  substantially  be the same as
     those contained in the interim  financial  statements of attached hereto as
     Appendix A.

4.   Solpower,  or a  designated  agent,  shall be entitled to conduct  such due
     diligence,  and obtain a Fairness Opinion,  as in its sole discretion deems
     necessary  to  verify  the  accuracy  and  adequacy  of all  the  financial
     information  and  materials  provided  Solpower  by AUS. In the event of an
     audit of the financial  statements is necessary,  the costs shall be shared
     equally by Solpower and AUS.

5.   In  consideration  for the acquisition of AUS,  Solpower shall issue to the
     stockholders  of  AUS up to  four  million  (4,000,000)  common  shares  of
     Solpower or such lesser  amount of common shares of Solpower as agreed upon
     between the Parties,  but not less than three  million  (3,000,000)  common
     shares of Solpower.

6.   Solpower  will provide the  necessary  business and  marketing  development
     funds upon a business  plan and  funding  schedule  approved  in advance by
     Solpower and AUS. The business plan shall  include all estimated  revenues,
     expenses and capital  expenditures as well as provide for timely submission
     of future budgets and ongoing financial reporting to Solpower. In the event
     that a lesser funding amount is required to achieve the estimated  revenue,
     then Solpower shall only be required to contribute a  corresponding  lesser
     amount.

7.   Incentive stock options shall be granted to key personnel and management of
     AUS under the terms,  conditions  and  vesting  requirements  as set by the
     Compensation  Committee  of  the  Solpower  Corporation  Stock  Option  and
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     Incentive  Plan.  Such amount of  options,  terms,  conditions  and vesting
     requirements  to  encompass   certain  financial  results  and  operational
     expectations as detailed and agreed upon thereon.

8.   The officers  and  employees of AUS shall  execute  appropriate  agreements
     regarding non-disclosure,  non-competition,  inventions and confidentiality
     with  respect  to the  products  and other  business  of  Solpower  and its
     affiliates,  the  terms  and  conditions  of which  shall be  substantially
     similar to those contained in Appendix B.

9.   AUS shall each provide evidence satisfactory to Solpower that all requisite
     shareholder,  board and  regulatory  approvals  have been obtained to enter
     into this Agreement and all related agreements .

10.  Closing  shall occur on or before  twenty-one  (21)  business days from the
     submission  by AUS of the  information  requested by Solpower  necessary to
     conduct its due diligence and Fairness  Opinion as  contemplated  in Item 4
     above. In the event of any reasonable delay, the parties agree to grant the
     necessary  extensions to accommodate an adequate opportunity for completion
     of due diligence and Fairness Opinion by and for Solpower.

11.  Any amounts are  expressed  in US dollars  and any  amounts  calculated  in
     Australian dollars for AUS for purposes of this Agreement will be converted
     at the foreign exchange rate prevailing at the time of closing.

IN  WITNESS   WHEREOF  the  parties   hereto   executed   this   Memorandum   of
Understanding/Heads  of  Agreement  on the day and date  first  stated and shall
abide by its terms and conditions in good faith.

The common seal of
SOLPOWER CORPORATION
was hereto affixed by authority
of the Board of Directors in the
presence of:

       /s/ James H. Hirst                                           C/S
-----------------------------------
President & Chief Executive Officer

The common seal of SOLPOWER
AUSTRALIA PTY LTD was hereto
affixed by authority of the Board
of Directors in the presence of:

         /s/ Peter Voss                                              C/S
-----------------------------------
   Chairman & Managing Director

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