EXHIBIT 10.42
ACQUISITION AGREEMENT
This Acquisition Agreement
(the "Agreement") is made and entered into as of this
20th day of February, 2003, by and between SOLPOWER CORPORATION, a Nevada
corporation, with its principal offices located at 8275 East Wood Drive,
Scottsdale, Arizona 85260, hereinafter referred to as "Buyer",
and
DOMINION
CAPITAL PTY, LTD., or assigns, an Australian corporation, with its principal
offices located at 13 Malcolm Court,
Mt. Waverly, Victoria 3149, Australia,
hereinafter referred to as
"Seller."
RECITALS
WHEREAS, Seller owns the
sales, distribution, marketing and manufacturing rights
worldwide to the product,
SOLTRON, the fuel-enhancing product.
WHEREAS, Buyer acquired from
Seller the exclusive sales, distribution, marketing
and manufacturing rights to Soltron, encompassing the North American market
(United States, Canada and
Mexico), pursuant to an Acquisition Agreement between
Seller and Buyer dated
November 4, 1996, and
amendments thereto,
all
attached
hereto as Appendix
1.
WHEREAS, Seller and Buyer desire to amend the Acquisition Agreement, dated
November 4, 1996, and amendments thereto, to extend the territory therein
defined, to a worldwide exclusive sales, distribution, marketing and
manufacturing right to the product, SOLTRON, on the terms and subject to
the
conditions set forth in this
Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the Recitals and the conditions and
representations hereinafter
set forth, the parties agree as follows:
1. SELLER hereby agrees to
deliver the exclusive
world sales,
distribution,
marketing and
manufacturing rights for the product, SOLTRON.
2. BUYER hereby agrees to purchase the exclusive
world sales,
distribution,
marketing
and manufacturing rights to the product, SOLTRON. For these
rights, Buyer
agrees to issue nine million (9,000,000) shares of its
Common
Stock.
These shares shall be issued in the name of Seller and/or its
nominees.
3. Term of Contract - The term
of this Agreement
shall be twenty (20)
years,
and the Buyer
shall have the option
to renew the Agreement
for a
further
twenty (20)
years. This Agreement shall be in force upon the signing
of
this
Agreement by Buyer and by Seller,
and can only be
canceled for good
cause by notice
in writing, by either
party, with a ninety (90) day notice
of cancellation.
The compensation
obligations of Buyer
and Seller arising
under this
Agreement shall survive termination of this Agreement.
4. Confidential
Information
1
<PAGE>
A. Confidential Information shall mean all information relating to
Seller's business
provided by Seller to Buyer and identified in
writing as
confidential at the
time or within fifteen
(15) days, of
the disclosure. Confidential Information does not include any
material
or information of Seller that has been or may hereafter be acquired
by
Buyer from any third
person not under binder of secrecy to
Seller,
which is made public by Seller, or which is otherwise in the public
domain.
B. Buyer shall not in any
manner communi
