AGREEMENT


This  Agreement  of Sale (the  "Agreement")  is made and entered into as of this
30th day of September,  2005, by and between SOLPOWER CORPORATION, a U.S. Public
Company with its principal  offices located at 11555 Heron Bay Boulevard,  Coral
Springs,  Florida,  hereinafter referred to as "Seller",  and Les Woolridge,  or
assigns, an individual residing in Victoria, Australia,  hereinafter referred to
as "Buyer."


                                    RECITALS

     WHEREAS,  Seller owns Virtual Technology  (Australia) Pty Ltd.  hereinafter
"VT", an Australian Corporation which has 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,  Seller  acquired the  exclusive  worldwide  sales,  distribution,
marketing  and  manufacturing  rights to SP34E,  pursuant to an agreement  dated
January 31, 2003.

     WHEREAS,  Seller desires to sell 100% of the outstanding common stock of VT
to Buyer under the following  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 the Common Stock of VT and all
assets and all liabilities.

     2. BUYER hereby agrees to purchase 100% of the Common Stock of VT including
all assets and liabilities.

     For these  rights  Buyer  agrees to pay the Seller a royalty  equal to four
percent  (4%) of gross sales  (excluding  taxes and  freight) for a period of 20
years.  This payment will be due quarterly,  ending March 30, June30,  September
30, December 31, within 45 days of the end of each quarter.  3.  Non-Compete and
Confidential Information

     A.  Seller   hereby   agrees  that  it  will  not  enter  into  any  sales,
distribution,  licensing,  manufacturing or any other commercial  application of
the PRODUCTS for a period of five (5) years.  Seller  further agrees to keep all
information  concerning the PRODUCTS as Confidential.  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 Buyer that has been or may hereafter be acquired by
Buyer from any third person not under binder of secrecy to Buyer,  which is made
public by Buyer, or which is otherwise in the public domain.

     B. Seller shall not in any manner communicate the Confidential  Information
of Buyer to any third party without Buyer's written consent.

     4. 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.

     5.  Liability/Indemnification  -  Seller/Buyer  shall  in no  way  be  held
responsible or liable ~o  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

<PAGE>
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.

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

     7.  Severability - In the event anyone 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.

     8.  Governing  Law - This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Florida in the United States.

     9. Currency - All dollar figures are represented in US Dollars.

     10.  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  Broward  County,  Florida  in  accordance  with the rules  then
pertaining  to the American  Arbitration  Association  with regard to commercial
arbitration.

     11. 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 this
Agreement.


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


SOLPOWER CORPORATION                           LES WOOLRIDGE
                                               OR ASSIGNS




By:  /s/ Robert Kohn                           By: /s/ Les Woolridge
------------------------                       -------------------
Robert Kohn                                    Les Woolridge
Chief Executive Officer