NEITHER THIS WARRANT NOR THE SHARES FOR WHICH THIS WARRANT IS EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. NONE OF SUCH SECURITIES MAY BE SOLD,
PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
SOLPOWER CORPORATION, a Nevada corporation Share Purchase Warrant
Number ____________ Right to Purchase: 1,000,000 Common Shares, Date of Issuance: August 28, 2000
$0.01 par value
1. WARRANT. For value received, Pico Holdings, Inc., a California corporation ("Registered Owner") is
entitled, on or before August 28, 2003 or an earlier date applicable in paragraph 4 below ("Expiration Date") but
not thereafter, to exercise the Warrant purchase up to One Million (1,000,000) non-assessable Shares, $0.01
par value ("Shares"), of Solpower Corporation, a Nevada corporation (the "Company"), from the Company for a
purchase price equal to forty-three cents ($0.43) per Share, being an amount equal to 110% of the closing price
of the shares on the date of issuance of this Warrant and which purchase price is subject to adjustment as
provided for herein, (the "Exercise Price").
2.1. EXERCISE PERIOD. The purchase rights represented by this Warrant are exercisable at the option of the
Registered Owner in whole at any time, or in part from time to time, prior to the Expiration Date, provided that
such purchase rights shall not be exercisable with respect to a fraction of a Share. The Company will not close its
books for the transfer of this Warrant or of any Shares issued or issuable upon the exercise of this Warrant in any
manner which interferes with the timely exercise of this Warrant.
2.2. EXERCISE PROCEDURE.
(a) This Warrant will be deemed to have been exercised upon the date of surrender (the "Exercise Date") of this