Promissory Note between Avion Holdings Inc. and A. Richard Bullock dated December 18, 2001

C$1,000,000 Dated: December 18, 2001

FOR VALUE RECEIVED, the undersigned, Avion Holdings Inc. ("Avion") of, 2949 Palmerston Avenue, West Vancouver, B.C., Canada, V7V 2X2, promises to pay to A. Richard Bullock (herein called "Bullock") of, 19 Ferguson Drive, Belfast, Northern Ireland, BT4 2AZ, or any subsequent holder of this promissory note, the principal amount of One Million ($1,000,000) Dollars of lawful money of Canada, in accordance with the following:

1. Principal amount - The principal amount of $1 million is the product of U.S. $636,456 and 1.5712, being the foreign exchange rate in effect as at the date of issuance of this Promissory Note.
2. Interest - There is no interest bearing on the principal amount outstanding on this Promissory Note.
3. Payment - The principal amount shall be payable from the net after-tax cash proceeds from the sale of Sun Power Corporation shares purchased from A. Richard Bullock pursuant to the agreement dated December 18, 2001, and the remainder, if any, shall be paid on the date that is five years plus one day from the date of the Share Purchase Agreement between Avion and Bullock, being December 19, 2006.
4. Assignment - This Promissory Note is assignable by Bullock with written notice of that assignment to Avion at the address of Avion given above.
5. Payment - The payment of any amounts due under this Promissory Note shall be made in such places as agreed to by Avion and Bullock, and failing such agreement, at the address of Bullock given above from time to time by Bullock to Avion.
6. Governing Law - This Promissory Note shall be governed by and construed in accordance with the laws of Province of British Columbia.