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,
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     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/ James H. Hirst                 By:  /s/ Victor Lobue
     --------------------------------        --------------------------------
Its: President and CEO                  Its: Director
     --------------------------------        --------------------------------
               "Licensor"                              "Licensee"

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