EXHIBIT 10.42

                              ACQUISITION AGREEMENT

This Acquisition Agreement (the "Agreement") is made and entered into as of this
20th day of February, 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 DOMINION
CAPITAL PTY, LTD., or assigns, 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, SOLTRON, the fuel-enhancing product.

WHEREAS, Buyer acquired from Seller the exclusive sales, distribution, marketing
and manufacturing rights to Soltron, encompassing the North American market
(United States, Canada and Mexico), pursuant to an Acquisition Agreement between
Seller and Buyer dated November 4, 1996, and amendments thereto, all attached
hereto as Appendix 1.

WHEREAS, Seller and Buyer desire to amend the Acquisition Agreement, dated
November 4, 1996, and amendments thereto, to extend the territory therein
defined, to a worldwide exclusive sales, distribution, marketing and
manufacturing right to the product, SOLTRON, 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 the exclusive world sales, distribution,
marketing and manufacturing rights for the product, SOLTRON.

2. BUYER hereby agrees to purchase the exclusive world sales, distribution,
marketing and manufacturing rights to the product, SOLTRON. For these rights,
Buyer agrees to issue nine million (9,000,000) shares of its Common Stock. These
shares shall be issued in the name of Seller and/or its nominees.

3. Term of Contract - The term of this Agreement shall be twenty (20) years, and
the Buyer shall have the option to renew the Agreement for a further twenty (20)
years. This Agreement shall be in force upon the signing of this Agreement by
Buyer and by Seller, and can only be canceled for good cause by notice in
writing, by either party, with a ninety (90) day notice of cancellation. The
compensation obligations of Buyer and Seller arising under this Agreement shall
survive termination of this Agreement.

4. Confidential Information

A. Confidential Information shall mean all information relating to Seller's
business provided by Seller to Buyer and identified in writing as confidential
at the time or within fifteen (15) days, of the disclosure. Confidential
Information does not include any material or information of Seller that has been
or may hereafter be acquired by Buyer from any third person not under binder of
secrecy to Seller, which is made public by Seller, or which is otherwise in the
public domain.

B. Buyer shall not in any manner communicate the Confidential Information of
Seller to any third party without Seller's written consent. Buyer shall not use
the Confidential Information except for the purpose of providing services for
the benefit of Seller. Buyer shall treat the Confidential Information with at
least the same care in which Buyer uses in the protection of Buyer's own
proprietary information.

5. Independent Parties - Buyer and Seller are independent parties and nothing
contained herein shall be construed to mean otherwise. Any incidence of agency
of other relationship shall be specifically outlined and attached hereto. Seller
is not an employee or officer of Buyer and further indemnifies Buyer against any
claim by any Federal or State Agency regarding the payment or withholding of
employment related taxes on fees or commissions paid by Buyer in accordance with
this Agreement.

6. 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.
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7. 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.

8. 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.

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

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

11. 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.

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

13. Currency - All dollar figures are represented in United States Dollars.

14. 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.

15. 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.

SOLPOWER CORPORATION DOMINION CAPITAL PTY LTD
                                   OR ASSIGNS





By: /s/ James H. Hirst                    By: /s/ Peter D. Voss
----------------------------------        ----------------------------
James H.  Hirst,                          Peter D.  Voss,
President & CEO                           Chairman & Managing Director



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