ACQUISITION AGREEMENT DATED 1/31/03


                              ACQUISITION AGREEMENT

This Acquisition Agreement (the "Agreement") is made and entered into as of this
31st  day of  January,  2003,  by and  between  SOLPOWER  CORPORATION,  a Nevada
corporation,  with its  principal  offices  located  at 8275  East  Wood  Drive,
Scottsdale,  Arizona  85260,  hereinafter  referred  to as "Buyer"  and  VIRTUAL
TECHNOLOGIES  AUSTRALIA PTY LTD, an Australian  corporation,  with its principal
offices  located at 13 Malcolm Court,  Mt.  Waverly,  Victoria 3149,  Australia,
hereinafter referred to as, "Seller."

                                    RECITALS

WHEREAS, Seller owns the sales, distribution, marketing and manufacturing rights
worldwide to the product, SP34E, SP22E-A,  SP22E-B and SP22E-C,  refrigerant gas
products, hereinafter referred to as the Products.

WHEREAS, Buyer acquired from Seller the exclusive sales, distribution, marketing
and manufacturing rights to SP34E,  encompassing only the United States,  Canada
and Mexico,  pursuant to an agreement  between Seller and Buyer dated June 17th,
1998.

WHEREAS,  Buyer desires to acquire Seller, to obtain worldwide  exclusive sales,
distribution, marketing and manufacturing rights to all of Seller's Products, on
the terms and subject to the conditions set forth in this Agreement.

                                    AGREEMENT

NOW  THEREFORE,  in  consideration  of  the  Recitals  and  the  conditions  and
representations hereinafter set forth, the parties agree as follows:

1. SELLER hereby agrees to deliver 100% of its shares of common stock. There are
no other shares or classes of stock outstanding.

2. BUYER  hereby  agrees to issue six million  (6,000,000)  shares of its Common
Stock. These shares shall be issued in the name of Seller and/or its nominees.

3.  Requisite  Authority  - Each party  represents  to the other  party that all
necessary  corporate  and/or such other approvals and  authorizations  needed to
make this Agreement enforceable have been obtained by the undersigned.

Each party will provide the other with  documentation  regarding  such approvals
and authorizations within fifteen (15) days upon request by the other party.

4.  Liability/Indemnification - Seller/Buyer shall in no way be held responsible
or liable to Seller/Buyer or any other party for the performance of Seller/Buyer
or the  failure  of  Seller/Buyer  in  any  capacity  whatsoever  in  which  the
Seller/Buyer  operates,  including any and all contracts which  Seller/Buyer may
have  with  other   parties.   Seller/Buyer   shall  defend  and  hold  harmless
Seller/Buyer  against  any and all  liability,  claim or  demand on  account  of
property loss or damage or others arising out of or in any manner connected with
the performance of this Agreement, whether such injury, loss, or damage shall be
caused by the negligence of Seller/Buyer,  its employees, or any other party for
whom Seller/Buyer is responsible,  and Seller/Buyer,  at its own expense,  shall
defend any and all actions based thereon and shall pay all  attorney's  fees and
all costs and all other expenses arising therefrom;  provided however, that this
indemnity  shall not cover any liability for damages caused by or resulting from
any negligence of Seller/Buyer, his representatives, employees, or agents.



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5. No  Assignment - Neither  party shall assign this  Agreement or any rights or
obligations  under this Agreement without the prior written consent of the other
party.  Subject to the  foregoing,  this  Agreement  shall bind and inure to the
benefit  of  the   respective   parties   hereto  and  their   heirs,   personal
representatives, successors and assigns.

6. Amendment or Modification - This Agreement may be amended or modified by, and
only by, a written instrument executed by all signing parties.

7.  Non-waiver  - The  waiver  of one  breach  or  default  hereunder  shall not
constitute the waiver of any subsequent breach or default.

8.  Severability - In the event any one or more provisions of this Agreement are
determined to be invalid or unenforceable, such provision or provisions shall be
deemed  severable  from the remainder of this  Agreement and shall not cause the
invalidity of the remainder of this Agreement.

9.  Governing  Law - This  Agreement  shall  be  governed  by and  construed  in
accordance with the laws of the State of Arizona.

10. Currency - All dollar figures are represented in U.S. Dollars.

11. Arbitration - Any controversy, claim or dispute between the parties directly
or indirectly  concerning this Agreement or the breach  thereof,  or the subject
matter hereof,  including  questions  concerning the scope and  applicability of
this arbitration clause,  shall be finally settled by arbitration in Scottsdale,
Arizona in accordance with the rules then pertaining to the American Arbitration
Association with regard to commercial arbitration.

12. Entire  Agreement.  This Agreement and the Exhibits hereto, as signed by the
parties,  sets forth the entire  Agreement and  understanding of the parties and
merges  all prior  discussions  and  writings  between  them with  regard to the
services to be provided under this Agreement.

The parties have executed this Agreement as of the date first set forth above.

VIRTUAL TECHNOLGIES                  SOLPOWER CORPORATION
AUSTRALIA PTY LTD.


By: /s/ Les Woolridge                By: /s/ James H.  Hirst
-----------------------              ---------------------------------
Les Woolridge, CEO                   James H. Hirst, President, CEO