ex10_17.htm


    
      Exhibit
10.17

      


      SETTLEMENT
AGREEMENT

      


      B
E T W E E N

      


      The
Woodham Group Inc

      


      (“Woodham”)

      


      - and
-

      


      Trackpower
Inc.

      


      (“Trackpower”)

      


      WHEREAS Woodham was an
affiliate of Asolare II, LLC (“Asolare”);

      


      AND WHEREAS Asolare
transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower
in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial
value (the “Preferred Shares”);

      


      AND WHEREAS Asolare is owed
$3,000,000 principal of the Preferred Shares and $440,000 in accrued unpaid
dividends from Trackpower (collectively the “Obligations”);

      


      AND WHEREAS Asolare and
Trackpower have agreed to settle the Obligations owed by Trackpower to Asolare
by Trackpower issuing one billion two hundred twenty million (1,220,000,000)
restricted shares of its common stock collectively to Asolare’s members and
affiliates;

      


      AND WHEREAS the parties wish
to set out in this Agreement the terms, conditions and covenants of the parties
in consideration of settlement of the Obligations;

      


      NOW THEREFORE the parties
hereto agree as follows:

      


      1.                      Trackpower
agrees to issue Woodham and its affiliates six hundred million (600,000,000)
restricted shares of its common stock as full and complete settlement of
Woodham’s affiliation with Asolare.

      


      2.                      The
parties hereto agree to execute the Mutual
Release  which is attached hereto as Schedule “A”.

      


      3.                      The
parties agree that in the event that any term or condition herein or part
thereof shall be deemed void, invalid or enforceable by Court of competent
jurisdiction, the remaining terms and conditions or parts thereof shall remain
in full force and effect.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      4.                      This
Agreement constitutes the entire agreement between the parties and supersedes
all prior representations or agreements related to this
Agreement.  This Agreement shall be governed by the laws of the Province of Ontario.

      


      


      Dated this ____ day
of February, 2008.

      


      


      
        	 
    	
                TRACKPOWER,
      INC.

              
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	
                Per:________________________

              
	 
    	
                      Name:

              
	 
    	
                      Title:

              


      

      


      
        	 
    	
                ASOLARE
      II, LLC

              
	 
    	 
    
	 
    	 
    
	 
    	
                Per:________________________

              
	 
    	
                      Manager

              
	 
    	 
    


      

      


      
        	 
    	
                THE
      WOODHAM GROUP INC.

              
	 
    	 
    
	 
    	 
    
	 
    	
                Per:________________________

              
	 
    	
                      Name:

              
	 
    	
                      Title

              


      

      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
"A"

       

      MUTUAL
RELEASE

       

      IN CONSIDERATION of
the satisfactory performance of the terms of settlement outlined in the attached
Settlement Agreement (the “Agreement”) and other good and valuable
consideration, the receipt and sufficiency whereof are acknowledged, the
undersigned, Woodham and Asolare discharges Trackpower, including its
affiliates, successors and predecessors and  all affiliated entities
and the officers, directors, employees and agents thereof, of and from all
actions, causes of actions, claims, demands and liabilities of every nature or
kind whether arising at common law or in equity, by contract, by tort or under
any statute or otherwise in any way related to or connected with the settlement
of said Obligations between Asolare and Trackpower.

      


      AND IN FURTHER
CONSIDERATION of the Agreement and other good and valuable consideration
Trackpower hereby releases Woodham and Asolare, including its affiliates,
successors and predecessors and  all affiliated entities and the
members, officers, directors, employees and agents thereof, of and from all
actions, causes of actions, claims, demands and liabilities of every nature or
kind whether arising at common law or in equity, by contract, by tort or under
any statute or otherwise in any way related to or connected with the settlement
of said Obligations between Trackpower and Asolare.

      


      THE PARTIES HEREBY
INDEMNIFY AND SAVE HARMLESS EACH OTHER from any and all claims or demands
arising out of or in any way connected with this Agreement.

      


      THE PARTIES HEREBY
DECLARE that they fully understand the nature and terms of this Mutual Release
and that the acceptance of the consideration set out in the Agreement is for the
purpose of making full and final compromise, adjustment and settlement of all
claims as aforesaid.

      


      THE PARTIES HEREBY
CONFIRM that they have been afforded an opportunity to obtain independent legal
advice to review the contents of the Agreement and this Mutual Release and
confirm that they are executing them voluntarily and without
duress.

      


      THE PARTIES HEREBY
DECLARE that they fully understand and agree that should they hereafter make any
claim or demand or commence or threaten to commence any action or complaint
against the other party(ies), individually or jointly, for or by reason of any
cause, matter or thing, this document may be raised as an estoppel to any claim,
demand, action or complaint commenced in regard to the
aforesaid.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      THE PARTIES AGREE
that this Mutual Release shall enure to their benefit and shall be binding upon
their heirs, executors, administrators, successors and assigns.

      


      Dated this
__________ day of February, 2008.

      


      


      


      
        	 
    	
                TRACKPOWER,
      INC.

              
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	
                Per:________________________

              
	 
    	
                      Name:

              
	 
    	
                      Title:

              


      

      


      
        	 
    	
                ASOLARE
      II, LLC

              
	 
    	 
    
	 
    	 
    
	 
    	
                Per:________________________

              
	 
    	
                      Manager

              
	 
    	 
    


      

      


      
        	 
    	
                THE
      WOODHAM GROUP INC.

              
	 
    	 
    
	 
    	 
    
	 
    	
                Per:________________________

              
	 
    	
                      Name:

              
	 
    	
                      Title