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

                                       1
<PAGE>
     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.

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.

                                       2
<PAGE>
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

                                       3