EXHIBIT 99.1
ASSIGNMENT, SETTLEMENT AND RELEASE
THIS AGREEMENT, is effective as of May 14, 1999 by and between SOLPOWER
CORPORATION, a Nevada corporation ("Licensor"), and MASTERS MARKETING GROUP,
INC., an Ohio corporation ("Licensee").
RECITALS
A. WHEREAS Licensor granted to Licensee certain rights in and to the products of
Licensor pursuant to a Master License Agreement (the "License") effective as of
February 6, 1998, a copy of which is attached hereto as Appendix A.
B. WHEREAS Licensor is prepared to accept an assignment of the License from
Licensor, settle all outstanding accounts between Licensor and Licensee and
grant a Release to Licensee.
C. WHEREAS Licensee desires to assign the License to Licensor, settle all
outstanding accounts between Licensor and Licensee and grant a Release to
Licensor.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are h6reby acknowledged by
each of the parties hereto, the parties hereto covenant and agree each with the
other as f6l1ows:
1) Licensee herein assigns to Licensor all right title and interest in the
Master License Agreement, attached hereto as Appendix A.
2) Licensor agrees to repay Licensee the license fee deposit in the amount of
One Hundred and Twenty Thousand ($120,000) dollars. Payment to be made in
twenty-four (24) equal monthly payments of Five Thousand ($5,000) dollars,
commencing on June 1, 1999, and ending on May 1, 2001.
3) Licensor agrees to pay Licensee the sum of Twenty Six Thousand Two Hundred
and Seventy One ($26,271) dollars, in full settlement of all amounts owning
to Licensee by Licensor pursuant to the Soltron Launch Plan and for the
purchase of furniture and equipment. Payment to be made by Licensor in the
form of Fifteen Thousand (15,000) common shares of Licensor.
4) Licensor agrees to cancellation of the Promissory Note, attached hereto as
Appendix B, given by Licensee to Licensor and dated February 6, 1998, in
the amount of One Million and Eighty Thousand 1,080,000) dollars, including
the current amount due, as of May 20,1999, of Three Hundred and Seventy
Five Thousand ($375,000) dollars, and the balance of Seven Hundred and Five
Thousand ($705,000) dollars due on or before February 6, 2000.
5) Licensor agrees to release and discharge Licensee and Licensee agrees to
release and discharge Licensor, their respective heirs, executors,
administrators, successors and assigns from any and all actions causes of
action, suits, charges and obligations, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages,
iudgements, extents, executions, claims and demands whatsoever, in law,
admiralty or equity, which against Licensee and Licensor their respective
heirs, executors, administrators, successors and assigns ever had, now have
or hereafter can, shall or may have for, upon or by reason of any matter,
cause or thing whatsoever from the beginning of time to the date of this
Release, and more specifically the Master License Agreement granted by
Licensor to Licensee effective as of February 6, 1998.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
effective the date and year first above written.
SOLPOWER CORPORATION, MASTERS MARKETING GROUP, INC.,
a Nevada corporation. an Ohio corporation.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxxx
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Its: President and CEO Its: President and Treasurer
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"Licensor" "Licensee"
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