ex10_16.htm


     

     

    
 

    Exhibit
10.16

    


    SETTLEMENT
AGREEMENT

     

    B E T W E E
N

    


    Kenneth
J. Adelberg

    (“Adelberg”)

    - and
-

    


    Trackpower
Inc.

    (“Trackpower”)

    


    WHEREAS Adelberg held a twenty
five percent (25%) member interest in 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, $3,000.00
initial value (the “Preferred Shares”);

    


    AND WHEREAS Asolare is owed
$3,000,000.00 principal of the Preferred Shares and $440,000.00 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 Adelberg on or before February 29, 2008, one hundred fifty five
million (155,000,000) restricted shares of its common stock.

    


    2.                      Trackpower
agrees to pay Adelberg twenty five percent (25%) of ten percent (10%) of
cumulative EBITDA in cash, in consecutive quarterly payments starting with the
end of Trackpower’s current fiscal quarter, which payment shall be tendered
within 45 days following each fiscal quarter end, until the total sum of
$250,000.00 is paid.

    


    3.                      The
issuance of the restricted shares and the payment of cash pursuant to the
provisions of paragraphs 1 and 2 above shall be a full and complete settlement
of the Obligations.  Time is of the essence of the issuance of the
restricted shares and the payment of cash pursuant to the provisions of
paragraphs 1 and 2 above.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     Notwithstanding
anything to the contrary stated in this Mutual Release, if the shares are not
tendered to Adelberg within the applicable time periods specified and/or if the
cash is not tendered to Adelberg in good and available funds within the time
period specified, then the release by Adelberg of his rights or claims shall
automatically become null and void.

    


    Notwithstanding the above release language,
Trackpower, in consideration of Adelberg’s past efforts as a director and/or
officer, shall remain obligated to insure Adelberg under its corporate
directors’ and officers’ liability policy and, in addition, shall provide
Adelberg indemnification and any other protection as it would any current
director or officer.

    


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

    


    5.                      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.

    


    6.                      This
Agreement constitutes the entire agreement between the parties and supersedes
all prior representations or agreements related to this Agreement.

    


    


    Dated this ____ day
of February, 2008.

    


    


    
      	 
    	
              TRACKPOWER,
      INC.

            
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	
              Per:________________________

            
	 
    	
                    Name:

            
	 
    	
                    Title:

            


    

    


    
      	 
    	
              ASOLARE
      II, LLC

            
	 
    	 
    
	 
    	 
    
	 
    	
              Per:________________________

            
	 
    	
                    Manager

            


    

    


    


    


    


    


    
      	 
    	
              _________________________

            	 
    	
              ______________________________

            
	 
    	
              Witness as to
      signature of

            	 
    	
              Kenneth J.
      Adelberg

            
	 
    	
              Kenneth J.
      Adelberg

            	 
    	 
    


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 sufficiency of which is hereby acknowledged, the undersigned,
Adelberg 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 directly 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 Adelberg 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 directly connected to the settlement of said
Obligations between Trackpower and Asolare.

    


    This is not a
general release.

    


    THE PARTIES HEREBY
INDEMNIFY AND SAVE HARMLESS EACH OTHER from any and all claims or demands by
third parties directly connected to 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 inure 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

            


    

    


    


    


    
      	 
    	
              _________________________

            	 
    	
              ______________________________

            
	 
    	
              Witness as to
      signature of

            	 
    	
              Kenneth J.
      Adelberg

            
	 
    	
              Kenneth J.
      Adelberg