AMENDMENT AGREEMENT
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; Xxxx Capital Corporation; Xxxxxxx and Xxxxxxxx Xxxxxxx; Xxxx
Xxxxxxx and Xxxxx Xxxxxxx (the "Holders") the Holders subscribed for $1,500,000,
6% convertible notes in the Company.
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 for 10 consecutive trading
days, the outstanding Notes shall automatically convert into one share of Common
Stock for each $0.50 (subject and Section 6.5) of unpaid principal amount of the
Notes 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 the
effect at the date such Note or portion thereof is surrendered for conversion.
Upon such automatic conversion, the Company shall promptly notify the Holders
and the Holders shall surrender their Notes to the Company at its principal
office.
The Company and the Holders have executed this Amendment Agreement as of the
effective date set forth above.
SOLPOWER CORPORATION DOMINION CAPITAL PTY LTD.
/s/ Xxxxx X. Xxxxx /s/ Xxxxx Xxxx
----------------------------------- ----------------------------------------
By: Xxxxx X. Xxxxx By: Xxxxx Xxxx
A1 FINANCIAL PLANNERS PTY LTD. INTAVEST PTY. LTD.
----------------------------------- ----------------------------------------
/s/ Xxxxx Xxxx /s/ Xxxxx Xxxx
By: Xxxxx Xxxx By: Xxxxx Xxxx
MARINO INVESTMENTS SERVICES XXXX CAPITAL CORPORATION
LIMITED
/s/ Xxxxxxx
----------------------------------- ----------------------------------------
By: A.S.O. By: A.S.O.
XXXXXXX XXXXXXX AND XXXXXXXX XXXXXXX JT TEN WROS
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxxx Xxxxxxx
----------------------------------- ----------------------------------------
By: Xxxxxxx Xxxxxxx By: Xxxxxxxx Xxxxxxx
XXXX XXXXXXX XXXXX XXXXXXX
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
----------------------------------- ----------------------------------------
By: Xxxx Xxxxxxx By: Xxxxx Xxxxxxx
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