FOR THE ISSUANCE OF
$200,000 6% CONVERTIBLE NOTE
TABLE OF CONTENTS
[TO BE ADDED]
THIS NOTE AGREEMENT (this "AGREEMENT") is made effective as of the 31st day of December, 1999,
between SOLPOWER CORPORATION, a Nevada corporation (the "COMPANY"), and the Person who
shall execute a counterpart acknowledgment to this Agreement and become a party hereto.
A. Pursuant to a Confidential Private Placement Memorandum dated as of December 31, 1999 (the
"MEMORANDUM"), the Company has offered a $200,000 6% Convertible Note (the "OFFERING").
B. The Company desires to provide for the form and provisions of the Note, the terms upon which the Note shall
be issued and exercised, and the respective rights, limitation of rights and immunities of the Company and the
registered holder of the Note.
C. All acts and things necessary to make the Note, when executed on behalf of the Company, the valid, binding
and legal obligations of the Company, and to authorize the execution and delivery of this Agreement, have been
done and performed.
NOW, THEREFORE, it is hereby agreed as follows:
SECTION 1 DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS. In addition to the terms otherwise defined herein, the following terms shall mean:
AFFILIATE: any Person (other than a Subsidiary) (i) that directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under common control with, the Company, (ii) which beneficially
owns or holds 10% or more of any class of the voting stock of the Company or (iii) 10% or more of the voting
stock (or in the case of a Person which is not a corporation, five percent or more of the equity interest) of which
is beneficially owned or held by the Company or a Subsidiary. The term "CONTROL" means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of vot