TO THE $1,500,000 6%CONVERTIBLE NOTE AGREEMENT
DATED SEPTEMBER 24, 1999.
Pursuant to a Convertible Note Agreement (the "Agreement") dated September 24, 1999, between Solpower
Corporation (the "Company") and Dominion Capital Pty Ltd.; A1 Financial Planners Pty Ltd.; Intavest Pty Ltd.;
Marino Investments Services Limited; Bell Capital Corporation; Raymond and Margaret Stewart; Greg Stewart
and Tracy Stewart (the "Holders") the Holders subscribed for $1,500,000, 6% convertible notes in the
Effective December 31, 1999, the Company and the Holders have unanimously agreed to a amend the
Agreement as follows:
SECTION 1 DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS. In addition to the terms otherwise defined herein, the following terms shall mean:
CONVERSION PRICE: $0.50 or such other amount as adjusted pursuant to
Section 6.4 hereof.
SECTION 6 CONVERSION OF NOTES
6.1 CONVERSION RIGHTS AND MANNER OF EXERCISE. Upon compliance with the provisions hereof,
any Holder shall have the right, after October 31, 1999, to convert all or a portion of the Notes held by such
Holder into one share of Common Stock of the Company for each $0.50 (subject to Section 6.5) of unpaid
principal amount of the Note or, in case an adjustment of such price has taken place pursuant to the following
provisions hereof, then at the price as last adjusted and in effect at the date such Note or portion thereof is
surrendered for conversion. To exercise such conversion privilege, the Holder thereof shall surrender such Note
to the Company at its principal office accompanied by a completed Conversion Notice designating the unpaid
principal amount of such Note to be converted and stating the name and address of the Person in whose name
certificates for shares of Common Stock are to be registered.
6.2 AUTOMATIC CONVERSION. Upon the closing bid price of the Company's Common Stock (as quoted
on the OTC BB or other recognized market quotation system or exchange) being at or above $1.75 per share