Protocol Resource Management Inc.
August 28, 2000
SHAREHOLDERS AGREEMENT ("Agreement"), dated August __, 2000 , among Protocol Resource
Management, Inc. a Ontario corporation (the "Company"), Pico Holdings, Inc. a Delaware corporation or its
nominee ("Pico") and Solpower Corporation, a Nevada corporation ("Solpower") and any other persons or
entities which become parties to this Agreement and each of their respective Permitted Transferees or Involuntary
Transferees, who become Shareholders, as the case may be, are referred to herein, collectively, as the
WHEREAS, pursuant to a Share Purchase Agreement dated even date herewith, Pico and Solpower have
acquired all of the outstanding common shares, each with a par value of $0.01 per share ("Shares"), which
Shares are the only capital shares of the Company, and plan to pursue the business of the Company and have
reached certain understandings with respect to the ownership, voting and transfer of the Shares of the Company
and have agreed to enter into a Shareholders' Agreement to provide for certain rights and obligations of the
Shareholders to each other and to the Company in respect to the governance of the Company and the issuance,
transfer or disposition of the Shares of the Company; and
WHEREAS, the Shareholders believe it to be in their best interests and in the best interests of the Company that
they enter into this Agreement providing for such rights and restrictions with respect to the ownership, transfer
and voting of Shares and governance of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the
parties hereto agree as follows:
1. RESTRICTIONS ON TRANSFER OF SHARES.
1.1 GENERAL RESTRICTION ON TRANSFER. Prior to the closing of an underwritten public offering
("IPO") pursuant to an effective registration statement (a "Registration") under the Securities Act of 1933, as