EXHIBIT 99.3
ASSIGNMENT, SETTLEMENT AND RELEASE
THIS AGREEMENT, is effective as of September 7, 1999, by and between SOLPOWER
CORPORATION, a Nevada corporation ("Licensor"), and SOLPOWER SOUTHEAST
CORPORATION, a Nevada 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
March 18, 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 hereby acknowledged by
each of the parties hereto, the parties hereto covenant and agree each with the
other as follows:
1) Licensee -herein assigns to Licensor all right title and interest in the
Master License Agreement, attached hereto as Appendix A, in consideration
of Licensor issuing Twenty Thousand (20,000) shares in the capital stock of
Licensor.
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 on
or before October 30, 1999.
3) Licensor agrees to cancellation of the Promissory Note, attached hereto as
Appendix B, given by Licensee to Licensor and dated March 18, 1998, in the
amount of One Million and Eighty Thousand ($1,080,000) dollars, including
the current amount due, as of July 28, 1999, of Four Hundred and Fifty
Thousand ($450,000) dollars, and the balance of Six Hundred and Thirty
Thousand ($630,000) dollars due on or before October 28, 2001.
4) 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,
judgements, 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 be inning of time to the date of this
Release, and more specifically the Master License Agreement granted by
Licensor to Licensee effective as of March 18,1998.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
effective the date and year first above written.
SOLPOWER CORPORATION, SOLPOWER SOUTHEAST CORPORATION
a Nevada corporation. an Indiana corporation.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx Xxxxx
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Its: President and CEO Its: Director
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"Licensor" "Licensee"
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