EXHIBIT 10.18

JOINT VENTURE AGREEMENT

THIS  JOINT  VENTURE  AGREEMENT  is made on the 29 day of March,  1999,  between
SOLPOWER CORPORATION ("SOLPOWER") a Nevada corporation with offices at 7309 East
Stetson Drive, #102, Scottsdale, AZ 85251, and PROTOCOL RESOURCE MANAGEMENT INC.
("PROTOCOL")  an Ontario  corporation  with  offices at 330  Industrial  Parkway
South, Aurora, Ontario, Canada 4LG 3V7.

WHEREAS

A. SOLPOWER is entitled to manufacture,  distribute,  market and sell in respect
of a product,  a  description  of which is  contained  in Appendix  "A" attached
hereto ("the Product") which term shall be deemed to include any  modifications,
alterations and improvements to the Product.

B. SOLPOWER is a corporation  incorporated  in the United States of America with
its registered office situated in Carson City, Nevada.

C.  PROTOCOL  is a company  incorporated  in Canada with its  registered  office
situated in Aurora, Ontario.

D. It is the intention of the parties that this Agreement be  supplemental  and,
if necessary, modified by further agreement as and when appropriate.

E. The  purpose  of this  Agreement  is to record the terms and  conditions  and
involvement of the parties hereto in the Joint Venture and related matters.

NOW THIS AGREEMENT WITNESSES as follows:

1. GENERAL

1.1 Definitions

In  this  Agreement  unless  there  is  something  in  the  subject  or  context
inconsistent with the following expressions,  then each shall have the following
meaning:

a) "This Agreement means this Joint Venture Agreement as the same may be amended
or supplemented from time to time and the schedules attached hereto:

b) "The  Business"  means the  manufacture,  marketing and  distribution  of the
Product  and  such  other  products  are as  agreed  from  time to time in North
America.

c) "Business Day" means a day (not being Saturday,  Sunday of public holiday) on
which Banks are open for business in Aurora, Ontario, Canada;

d) "Date" means XXX 1999.
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e) "Dollars" or "$" means US Dollars unless otherwise expressly provided;

f) "Manager" shall mean the management team appointed to operate The Business;

g)  "Shareholders"  means  Solpower and  Protocol  pursuant to the terms of this
Agreement:

h)  "Shareholders  Agreement" means an agreement which sets out the terms agreed
between the Shareholders for differential funding, differential ownership or any
other  matters  agreed  between the  Shareholders  in  relation to the  Business
annexed as Appendix B.

i) "License  Agreement"  means the License  Agreement in the form  substantially
similar to the Agreement annexed as Appendix C;

j) "Prescribed  Equity" means in relation to each Joint Venturer,  the following
percentages:

     SOLPOWER        50%
     PROTOCOL        50%

k)  "Product"  shall  mean  SP34E   refrigerant  as  described  in  the  Product
Description annexed as Appendix A.

l)  "Terms"  means five years  from the date of this  Agreement  or as  extended
pursuant to this Agreement.

1.2 Interpretation

In this Agreement unless the contrary intention appears:

a) a reference to a person includes a reference to a company, corporation, firm,
association or other entity, and vice versa;

b) the singular includes the plural and vice versa;

c) A reference to any gender includes a reference to all other genders;

d) A  reference  to any  legislation  or to  any  provision  of any  legislation
includes a  reference  to any  modification  or  re-enactment  or any  provision
substituted for such legislation or provisions;

e) An agreement,  representation or warranty made by two or more persons is made
by them jointly and by each of them severally; and

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f) An agreement, representation or warranty made in favor of two or more persons
is made for the benefit of them jointly and for each of them severally.

1.3 Heading

Headings are inserted for convenience only and do not affect the  interpretation
of this Agreement.

1.4 Weekends & Holidays

Where any act is required by this Agreement,  to be done in a given day and that
day is not a  Business  Day,  then  the act is  required  to be done on the next
following Business Day.

2. PURPOSE

The parties  hereby  acknowledge  and declare  that they have  entered into this
Agreement for the purpose of funding, developing and exploiting the Business and
the Product  and/or  other  products as are agreed from time to time between the
parties on the terms and conditions contained in this Agreement.

3. INCORPORATION OF SOLPOWER CANADA INC.

The parties agree to incorporate a corporation  (hereinafter referred to as "the
Corporation") under the laws of the province of Ontario to otherwise conduct the
business of  manufacturing  and marketing the Product in the manner described in
this Agreement substantially as a Joint Venture.

4. APPOINTMENT OF MANAGER

The Joint  Venturers  agree to appoint  Protocol  as Manager of the  Corporation
under the terms and conditions of the Management  Agreement  annexed as Appendix
D. Pursuant to the Management Agreement,  Protocol shall charge a management fee
to the Corporation for the providing of the services of Manager.

5. FUNDING OF THE CORPORATION

5.1 Initial Capitalization

The initial  capitalization  of the  Corporation  shall be provided by the Joint
Venturers in  proportion to their equity  ownership.  The  capitalization  shall
consist of a combination of debt and equity on a 3:1 basis.  The total amount of
the initial  capitalization  shall be  determined  from the budget  requirements
prepared by the Manager in order to commence operations.

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5.2 Contribution of Assets by Protocol

SOLPOWER  agrees that PROTOCOL may contribute  assets required for production in
lieu of cash in the initial capitalization of the Business-see Appendix E.

5.3 Subsequent Funding

Upon  reasonable  written  notice,  the Joint  Venturers  agree that any further
funding  required  at any  time  by the  Corporation  shall  be  contributed  in
accordance with the Shareholders' Agreement.

5.4 Expenditure Requirements

The Joint  Venturers  agree that at sixty days prior to the fiscal year end, the
Manager shall present their following year's capital  expenditure  requirements,
operating  expenditure  requirements and shareholder funding requirements to the
Shareholders for their consideration and approval.

6. MANAGER'S RESPONSIBILITIES

The Manager shall be in control and be empowered to manage the Business pursuant
to direction of the  Corporation's  Board as well as the Joint Venture Agreement
and the  Management  Agreement (the  "Agreements").  However,  unless  otherwise
authorized  in  writing  by the Board of the  Corporation,  the  Manager  has no
authority to operate outside the approved Budget and Business Plan.

Subject to the limitations  provided herein, the resolutions from the Manager in
respect of matters  arising from or in connection  with this Agreement  shall be
binding.  Management tasks are those required to meet the expectations reflected
in the Business Plan approved by the Board.

The Joint Venturers shall appoint the Manager to act as their lawful attorney in
respect of any matters arising from or in connection with the Business.

At all times the  Manager  shall  hold the  assets to which the  Corporation  is
legally entitled on behalf of and on trust for the Joint Venturers.

The  resolutions  of the  Corporation  in respect of matters  arising from or in
connection with this Agreement shall be binding upon all the parties hereto.

The Manager shall  prepare and submit a proposed  annual  operating  budget (the
"Budget") to the Board of Directors of the Corporation.  Furthermore the Manager
shall prepare and submit a proposed  business plan (the "Business  Plan") to the
Board of Directors of the Corporation. The Budget and the Business Plan shall be
submitted to the Board of Directors of the  Corporation  on or before 1 November
of each fiscal year and shall apply to the twelve (12) months  period  beginning
on 1 January of the next fiscal year.

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The budget shall include  without  limitations  projections  on accrual basis of
receipts,  required  expenditures,  cash flows, and project capital expenditures
for the period covered thereby.

The business  plan shall  include  without  limitations:  -  description  of any
activity  proposed  to be  undertaken  -  projected  annual  income  statement -
projected  income  statement  as of the end of the  fiscal  year -  schedule  of
projected  Net Cash  Flow  and Net  Operating  Income  for  such  fiscal  year -
marketing plan - description of any capital expenditures - production schedule -
description of the proposed investments.

Notwithstanding  the above,  PROTOCOL,  acknowledges and agrees that all matters
relating to manufacturing  standards,  protocols and know-how in relation to the
Product shall be determined by SOLPOWER pursuant to the License Agreement.

7. LICENSE

SOLPOWER shall grant to the Corporation a license to manufacture the refrigerant
SP34E pursuant to the Licensing  Agreement.  The  Corporation  agrees to pay and
amount equal to $2.50 per kg as  consideration  for receiving the license.  Such
amounts to be paid in quarterly installments on the tenth business day following
the end of the prior quarter of the Corporation. The amount shall be computed on
the  basis of the  refrigerant  sold and  delivered  to  customers  in the prior
quarter.

8. ROYALTY

8.1 Royalty Payments

Alternatively  or in  addition  to,  the  Corporation  shall  pay a  royalty  to
SOLPOWER,  pursuant to the Royalty Agreement,  attached as Appendix F, for every
kilogram of gas manufactured  and sold by the Corporation to wholesalers,  OEMs,
and refrigerant gas distributors.  The royalty is to be established  annually on
the basis of market pricing for the refrigerant. The royalty is computed monthly
on the basis of the  refrigerant  sold and  delivered to customers in the month.
The  royalty is to be paid  monthly,  in arrears  sixty days from the end of the
month in which the royalty is earned.

8.2 Withholding Taxes

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SOLPOWER agrees that the Corporation  shall withhold and remit to Revenue Canada
any  withholding  taxes on the royalty as required under the Canadian Income tax
Act, on SOLPOWER'S behalf and remit the net royalty to SOLPOWER.

9. COMPOSITION OF THE BOARD OF DIRECTORS OF THE CORPORATION

The following  provisions  shall determine the composition  from time to time of
the Board of Directors of the Corporation.

9.1  Composition  of Board.  Each Joint Venture shall be entitled to appoint two
Directors to the Board of the Corporation.

9.2 Quorum

a) The quorum  necessary for the transaction of business by the Directors of the
Manager  shall be two (2)  Directors or more of the total  number of  directors,
being at  least  one (1)  director  representing  each  Joint  Venturer  present
throughout the meeting. If at the time appointed for any meeting a quorum is not
present,  the meeting shall be dissolved  and an adjourned  meeting of directors
shall be held not less than  seven (7) days after the day the time fixed for the
original meeting of the Directors  provided that the appropriate  written notice
for the time and place for such adjourned meeting of Directors shall be given to
every Director in the manner prescribed in sub-clause c) of this clause.

b) The  Directors  present at a meeting of Directors at least  constituting  one
representative of each Joint Venturer shall constitute the quorum.

c) Seven  (7) days  written  notice of the time and  place of every  Meeting  of
Directors of the Corporation shall be given to every Director for the time being
of the Corporation.

9.3 Voting

Questions  arising at a meeting of  Shareholders or a meeting of Directors shall
be determined by unanimous  vote of the  Shareholders  or Directors  present and
voting.

9.4 Appointment, Suspension & Renewal

a) By notice in writing to the other Joint  Venturer,  each Joint  Venturer  may
remove or suspend any of the persons  appointed  by it as a Director and appoint
another person in their place and may appoint  another  Director  temporarily in
place of the  person  so  removed  or  suspend  or in place of a sick or  absent
Director.

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b) The parties  agree that they will take all such steps as  necessary to create
the Articles of  Incorporation  of the Corporation to give effect to the matters
in sub-clauses 9.1 a), b) and c) hereof.

10. TRANSFER OF SHARES IN THE CORPORATION

If  any  Shareholder  of  the  Corporation  transfers  its  shareholding  in the
Corporation in accordance with the Articles, the transferring  Shareholder shall
procure that the transferee,  if not an existing Shareholder of the Corporation,
shall undertake to be bound by this Agreement as if an original party herein.

11. ACCOUNTS OF THE CORPORATION

11.1 Monthly profit/loss reporting

Within  twenty  (20)  Business  Days of the end of each Month in cash  Financial
Year,  the  Manager  shall  cause to be prepared  and  distributed  to the Joint
Venturers  a profit  and loss  account  for the  Joint  Venture  for that  month
prepared  in  accordance  with  generally  accepted   International   accounting
standards  consistently  applied.  They shall be prepared on accrual  basis with
statements of income, cash flows and balance sheets.

11.2 Annual reporting

a) The accounts of the Corporation shall be audited by the Auditor as at the end
of each Financial  Year. The Auditor shall be appointed by the  Shareholders  of
the Corporation.

b) The audited financial statements of the Corporation shall be presented to the
Board of Directors within sixty days of the Corporation's fiscal year end.

c) The fiscal year end of the Corporation shall be January 31.

12. RIGHT TO DIVIDENDS Unless the Joint Venturers  otherwise agree, within fifty
(50)  Business  Days  after  the end of each  Financial  Year,  there  shall  be
distributed  out of the  Corporation  an  amount  equal to 1/3 of the  after tax
profits for such  preceding  Financial  Year,  distributed  by way of a dividend
declared by the Directors of the Corporation.

13. INTEREST IN THE PRODUCT/LICENCE AGREEMENT

a) PROTOCOL  acknowledges that save for its interest in the Corporation,  it has
no interest  in the  Product  and its Product  rights are subject to the License
Agreement.

b) The  Manager  shall  forthwith  enter into the  License  Agreement.  PROTOCOL
acknowledges  that its rights in or arising out of such License  Agreement arose
solely as a result of this  Agreement  and any rights in respect of such License
Agreement  shall terminate  contemporaneously  with the termination of the Joint
Venture.

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14. RELATIONSHIP OF JOINT VENTURERES

14.1 Limit of Joint Venturer's Liabilities

Notwithstanding  anything  to  the  contrary  herein  contained,   neither  this
Agreement,  nor any agreement  referred to herein,  nor the acts or omissions of
the Joint  Venturers or any of them shall result nor are they intended to result
in the creation of a Partnership or other relationship  whereby a Joint Venturer
shall be held responsible or liable for any act or omission of the other parties
or any of them either jointly or otherwise or shall authorize any Joint Venturer
to pledge the credit of the other Joint Venturer or shall impair the independent
status of any Joint Venturer or shall create any trust.

14.2 No Agency Created

No  Joint  Venturer  shall  act as or  purport  to act as the  agent or make any
promise or  representation  on behalf of the other Joint  Venturer  without it's
express written approval.

14.3 Indemnity for Breach

The Joint  Venturers'  covenant and agree with each other to indemnify  and keep
indemnified the other from and against any losses and damages which may arise in
respect  of any  breach  of  that  Joint  Venturer  or any  provisions  of  this
Agreement.

15. MUTUAL COVENANT

15.1 Each Party Fiduciary of the Other

Each party covenants and agrees with the other party that it is the fiduciary of
that other party in relation to the Joint Venture and to be just and faithful in
all its  activities  and dealings with such other party in relation to the Joint
Venture and  otherwise to perform its  obligations  express or implied under the
terms of this Agreement. This obligation does not relate to any businesses other
than the businesses of the Joint Venture.

15.2 Parties to Keep Each Other Informed

The  parties  shall  keep  each  other  fully  informed  and  aware of all their
respective activities in relation to this Agreement.

15.3 Parties to Assist Each Other

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The parties  shall  assist  each other and  generally  do all acts,  matters and
things to ensure achievement of the objects of the Joint Venture.

15.4 Receipt of Money

Each of the parties  covenants and agrees with one another that  forthwith  upon
the receipt of any moneys  belonging  to the Joint  Venture such party shall pay
such moneys into the Business bank account.

15.5 Joint Venturers Not to Give Credit

Each Joint  Venturer  undertakes  that it shall not  without  the consent of the
other in respect of the Joint Venture:

a) give any credit  and/or lend any money on behalf of the Joint  Venture to any
person, firm, company or entity other than in the ordinary course of business of
the Joint Venture conducted in a normal and proper manner;

b) borrow or raise any money or incur any debt on account of the Joint Venture;

c) except as herein  before  provided  draw,  accept or endorse  any  negotiable
instructions on account of the Joint Venture;

d) compound,  release or  discharge  any debt which shall be due or owing to the
Joint Venture without receiving the full amount thereof;

e) guarantee, become bail, surely or security on behalf of the Joint Venture for
any  person,  firm,  company  or  entity  or do or  knowingly  suffer to be done
anything  whereby the property or assets of the Joint Venture may be attached or
taken in execution;

f) incur any liabilities on behalf of the Joint Venture and/or employ any of the
moneys and/or effects  thereof other than in the ordinary  course of business on
behalf of the Joint Venture conduct in a normal and proper manner.

16. CONFIDENTIALITY

Any  information  which shall have been  communicated by a Joint Venturer to any
other  party in  confidence  under  this  Agreement  or which in the  reasonable
opinion  of  SOLPOWER  or  PROTOCOL  ought  to  be  regarded  as   "confidential
information", shall be treated by the recipient as confidential unless and until
any of the following events or circumstances shall occur:

a.   it is published by the communicating party for use by outside parties;
b.   it is contained in a published patent of equivalent specification;
c.   it can be shown to have fallen into the public  domain or become  generally
     known in the relevant industry.

"Confidential  information"  means  business  practices,  products,  inventions,
technology  or  confidential   commercial  information  of  the  Party  and  its
affiliates,  Confidential  commercial  information  include  without  limitation
formulae, production processes, production equipment, product information, price

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lists,  customer lists,  customer contact information,  development and research
work marketing programs,  plans, proposals, and other information about internal
systems, processes, concepts, practices, and procedures.

Assuming the recipient has  reasonably  protected the  confidential  information
from third parties,  employees,  subcontractors,  agents, or advisors with their
execution of a Nondisclosure  Agreement in substantially similar form as set out
in  Appendix  G, the  following  acts  shall not be deemed to be a breach of the
above:

its disclosure  occurs by its use in the product  manufactured  by the receiving
party;

its  disclosure  occurs in the ordinary  course of the sale of such  products by
inspection;

it has  necessarily  been  disclosed by the receiving  party to its customers or
users of the products or to their sub-contractors for repair,  overhaul or other
necessary work,  demonstration and service activities including supplying copies
of  specifications  in  the  ordinary  course  of  business  to  purchasers  and
PROSPECTIVE PURCHASERS of the products or to sub-contractors or manufacturers of
component parts;

upon advance  written  approval by Solpower,  it is disclosed by reproduction of
specifications  as  may  be  absolutely  necessary  in  advertising  literature,
instructions books and spare parts lists;

its disclosure in necessary to bona fide  sub-contractors  and bidders to enable
them to perform their contract or make bids to the receiving party;

it is disclosed in any other comparable circumstances.

PROVIDED  HOWEVER that in all the above cases any  disclosure has been made bona
fide and to no greater degree than was necessary in the circumstances and with a
view to promoting the actual sale or use of the Products.

Any  information  communicated  to one party  hereunder may be disclosed by that
party to any sub-contractor properly appointed in accordance with this Agreement
and approved by Solpower,  provided that the disclosing party procures that such
disclosure  is limited to such  officers or employees of the  sub-contractor  as
cannot  properly  fulfill  their  duties  to  the  subcontractor   without  such
disclosure and to undertake in writing to keep such information  confidential by
executing a NonDisclosure  Agreement in substantially similar form as set out in
Appendix G of to the License Agreement.

17. DISPUTE DETERMINATION

17.1 Chief Executives to Consult

In the event  that the Joint  Venturers  are in  dispute  regarding  any  matter
relating to the Corporation,  the Joint Venture or otherwise arising out of this
Agreement  then any Joint  Venturer  may notice in  writing  to the other  Joint
Venturer  refer the dispute to the Chief  Executive  of each Joint  Venturer who
shall  consult  with one another in good faith and use their best  endeavors  to
resolve such dispute to the mutual  satisfaction of both Joint Venturers without
the resort to litigation or arbitration.

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17.2 Consultant

In the event that the Chief Executives  cannot resolve the dispute within thirty
(30) days of referral,  then any Joint Venture may give notice of particulars of
such  dispute to the other  Joint  Venturer  and  require  that such  dispute be
resolved by a consultant  acceptable to the Joint Venturers.  The consultant who
has  been  agreed  upon  or  appointed  shall  act as an  expert  and  not as an
arbitrator  and his decision  (including any decision as to cost) shall be final
and binding upon the Parties.

17.3 Arbitration

If the Parties fail to reach an agreement  on a  consultant  acceptable  to both
Parties,  the dispute between the Parties arising out of this Agreement shall be
submitted for arbitration.

18. REPRESENTATIONS & WARRANTIES

SOLPOWER represents and warrants to the other Joint Venturers that:

a.  SOLPOWER is a duly  incorporated  corporation  validly  existing and in good
standing  under  the laws of  Nevada,  United  States  of  America  with all the
requisite  power to enter  into  this  Agreement  and  perform  its  obligations
hereunder;

this Agreement has been duly and validly  authorized,  executed and delivered by
SOLPOWER  and  constitutes  SOLPOWER's  legal,  valid  and  binding  obligation,
enforceable in accordance with its terms.

The  execution,  delivery and  performance of this Agreement by SOLPOWER and the
consummation of the transactions  contemplated hereby will not violate,  breach,
conflict with of create  adverse  rights under any corporate  charter,  by-laws,
contract or agreement, or anything else to which SOLPOWER is a party or by which
SOLPOWER or its assets are subject.

PROTOCOL represents and warrants to the other Joint Venturers that:

PROTOCOL  is a duly  incorporated  corporation  validly  existing  and  in  good
standing  under the laws Ontario,  Canada with all the requisite  power to enter
into this Agreement and perform its obligations hereunder;

this Agreement has been duly and validly  authorized,  executed and delivered by
PROTOCOL  and  constitutes  PROTOCOL's  legal,  valid  and  binding  obligation,
enforceable in accordance with its terms;

the  execution,  delivery  and  performance  of this  Agreement  by PROTOCOL the
consummation of the transactions  contemplated hereby will not violate,  breach,
conflict with or create  adverse  rights under any corporate  charter,  by-laws,
contract or agreement, or anything else to which PROTOCOL is a party or by which
PROTOCOL or its assets are subject.

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19. NOTICES

Unless and until the Joint  Venturer  provides a different  address or facsimile
number by notice in writing to the other Joint Venturers to this Agreement,  its
address will be known as:

If it is SOLPOWER:
Attention: Mr. James H. Hirst
Address: 7309 E. Stetson Drive, #102, Scottsdale, Arizona, USA 85251
Fax: 602-947-6324

If it is PROTOCOL:
Attention: Mr. James Flowers
Address: 330 Industrial Parkway South, Aurora, Ontario, Canada L4G 3V7
Fax: 905-713-1790

Any notice  given as  provided by this  clause  shall be deemed  received by the
Joint Venture to whom it is addressed when:

a. in the case of any notice delivered by hand, when so delivered;

b. if sent by pre-paid  post on the third clear  business  day after the date of
posting;

c. in the case of any notice sent by facsimile  such  notice,  upon the issue of
the sender of a transmission  control or other like report from the  dispatching
facsimile  machine  which shows the  relevant  number of pages  comprised in the
notice to have been sent and the result of the  transmission  is "OK",  PROVIDED
ALWAYS that in the case of a facsimile  notice the notice shall for the purposes
of this  Agreement  be deemed to have been duly signed if the name of the person
or  company  giving the  notice on behalf of the Joint  Venturers  is affixed by
mechanical means or device on the said notice.

20. GOVERNING LAW

This  Agreement  shall be construed in  accordance  and shall be governed by the
laws for the time  being in force in Canada  regardless  of the laws that  might
otherwise govern under the applicable principals of conflict law.

21. JURISDICTION

Each  of  the  parties   irrevocably   submits  to  and  accepts  the  exclusive
jurisdiction of any of the Courts of Canada.

Each of the parties irrevocably waives and agrees to waive:

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a. any immunity for the jurisdiction of any court for any legal process (whether
through service of notice,  attachment  prior to judgment,  attachment in aid of
execution,  execution or otherwise) which that Joint Venturer may have or in the
future acquire; and

     any objection  that the joint Venturer may now or in the future have to the
     venue of any such legal process; and

     the claim it may have now or in the future  have that any such  process has
     been brought in an inconvenient forum.

22. MISCELLLANEOUS

22.1 Costs

Each of the parties hereto shall be  responsible  for its own costs and expenses
of and in connection  with and incidental to the  preparation  and carrying into
effect of this Agreement and for the  preparation  of any document  contemplated
hereunder  provided  that any stamp duty  chargeable  upon or in respect of this
Agreement or any document or instrument  prepared  pursuant to this Agreement or
contemplated hereunder shall be borne and paid by the Joint Venture.

22.2 Unavoidable Events

No failure or omission to carry out or observe any term of this  Agreement  will
give rise to a claim by any Joint Venturer against another or result in a breach
of this  Agreement  if such  failure  or  omission  arises by reason of delay or
inability to perform caused by war,  whether  declared or not, civil  rebellion,
strike, fire, storm or other severe action of the elements,  accident government
or statutory  restriction or from similar causes which are unavoidable or beyond
reasonable control of the defaulting Joint Venturer.

22.3 Further Acts

Each of the parties will without further consideration sign, execute and deliver
any document and shall perform any other act which may be necessary or desirable
to give full effect to this Agreement.

22.4 Entire Understanding

Other than the Non-Disclosure  Agreement previously executed and notwithstanding
this  Agreement  is  still  effective,   this  Agreement  supersedes  all  prior
representations, arrangements, understandings and agreements between the parties
relating to the subject  matter of this  Agreement and sets forth the entire and
exclusive  agreement  and  understanding  between  the  parties  relating to the
subject matter of this Agreement.

22.5 Successors & Assigns

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This  Agreement  shall  ensure to the benefit of and be binding upon each of the
parties and their respective successors and authorized assigns.

22.6 No Waiver or Variation

A provision  of or a right  created  under this  Agreement  may not be waived or
varied  except in  writing  signed by the  party or  parties  to be bound by the
waiver or variation.

22.7 Partial Exercise of Rights

No single or partial  exercise by any party of any right,  power or remedy under
this Agreement shall preclude any other or further exercise of that or any other
right, power or remedy.

22.8 No Exclusion of Rights

The rights,  powers,  or remedies provided in this Agreement are cumulative with
and not exclusive of any rights  powers or remedies  provided  independently  of
this Agreement.

22.9 Severance

If any provision of this  Agreement is judged invalid or  unenforceable  for any
reason  whatsoever  by a court of competent  jurisdiction,  such  invalidity  or
unenforceability  (unless deletion of such provision would materially  adversely
affect one of the parties)  will not affect the operation or  interpretation  of
any  other  provision  of this  Agreement  to the  intent  that the  invalid  or
unenforceable provision will be treated as severed from this Agreement.

22. 10 Application of Legislation

Unless  application is mandatory by law, no  legislation,  proclamation,  order,
regulation or moratorium  whether present or future shall apply to the Agreement
so as to  extinguish,  impair,  delay or  otherwise  alter the right,  powers or
remedies of any of the parties.

22.11 Counterparts

This  Agreement  may  consist  of a number of  counterparts,  each of which when
executed shall be an original and all counterparts together shall constitute one
and the same instrument.

22.12 Provisions Survive Completion

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Each  provision of this  Agreement is capable of having effect after  completion
and each  representation  and warranty made in this Agreement  shall survive the
execution,  delivery and completion of this Agreement and the performance of all
obligations under this Agreement and shall not merge on completion.

22.13 Indemnity

Each  indemnity  under  this  Agreement  is a  continuing  indemnity  and  shall
constitute  a  separate  and  independent  obligation  of the party  giving  the
indemnity from its other  obligations under this Agreement and shall survive the
execution, delivery, completion and termination of this Agreement.

22.14 Powers of Attorney

In the event that this  Agreement is executed  under power of attorney,  each of
the Attorneys executing this Agreement hereby warrant that he has at the time of
executing  this Agreement no notice of revocation of the power of attorney under
the authority of which he executes this Agreement.

22.15 Recitals

The parties  acknowledge  that the  recitals are true and correct and shall form
part of this Agreement.

IN WITNESS  WHEREOF the parties hereto or their duly  authorized  representative
have executed this Agreement the day and year first hereinbefore written.

THE COMMON SEAL of SOLPOWER  CORPORATION was hereunto affixed in accordance with
its Articles of Association in the presence of:

Per: /s/ JAMES H. HIRST
     ---------------------------------
Its: President and CEO

THE COMMON SEAL of PROTOCOL  RESOURCE  MANAGEMENT  INC, was hereunto  affixed in
accordance with its Articles of Association in the presence of

Per: /s/ James W. Flowers
     ---------------------------------
Its: President and CEO

APPENDIX A

PRODUCT DESCRIPTION

APPENDIX B

SHAREHOLDERS AGREEMENT

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APPENDIX C

LICENSE AGREEMENT

     APPENDIX D

     MANAGEMENT AGREEMENT

     APPENDIX E

     CAPITAL CONTRIBUTED BY PROTOCOL

     ITEM                               ASSIGNED VALUE
     ----                               --------------

     APPENDIX F
     ROYALTY AGREEMENT

     APPENDIX G
     NONDISCLOSURE AGREEMENT

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