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.
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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/ James H. Hirst                 By:  /s/ Roger Banaszak
     --------------------------------        --------------------------------
Its: President and CEO                  Its: President and Treasurer
     --------------------------------        --------------------------------
               "Licensor"                              "Licensee"

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