ASSIGNMENT, SETTLEMENT AND RELEASE

THIS  AGREEMENT,  is effective as of November 7, 1999,  by and between  SOLPOWER
CORPORATION, a Nevada corporation ("Licensor"), and HOUSTON MERCANTILE EXCHANGE,
INC., a Texas corporation ("Licensee).

                                    RECITALS

A. WHEREAS  Licensor granted to Licensee certain rights I and to the products of
Licensor  pursuant to Master  License  Agreements for the  territories  known as
Solpower  South and Solpower  Mexico (the  "Licenses")  effective as of June 30,
1998, a copy of which are attached hereto as Appendix A ad Appendix B.

B. WHEREAS  Licensor is prepared to accept an  assignment  of the Licenses  from
Licensor,  settle all  outstanding  accounts  between  Licensor and Licensee and
grant a Release to Licensee.

C.  WHEREAS  Licensee  desires to assign the  Licenses 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  Agreements for the territories  known as Solpower South and
     Solpower,   Mexico,   attached   hereto  as  Appendix  A  and   Appendix  B
     respectively, in consideration of Licensor issuing Thirty Thousand (30,000)
     shares in the capital stock of Licensor to Licensee.

2)   Licensor agrees to forgive  Licensee the unpaid license fee deposits in the
     amount of Sixty Thousand ($60,000) dollars in respect to the Solpower South
     license  and in the amount of One Hundred  and Eighty  Thousand  ($180,000)
     dollars in respect to the Solpower Mexico license.

3)   Licensor  agrees to cancellation of the Promissory Note granted by Licensee
     to Licensor in respect to the Solpower Mexico  license,  attached hereto as
     Appendix  C, and dated  June 30,  1998,  in the amount of One  Million  Six
     Hundred and Twenty Thousand  (1,620,000)  dollars,  and the Promissory Note
     granted by Licensee to Licensor in respect to the Solpower  South  license,
     attached  hereto as Appendix D, and dated June 30,  1998,  in the amount of
     Five Hundred and Forty Thousand ($540,000) dollars.
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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,  reckoning,  bonds,  bills,  specialties,  covenants,  contracts,
     judgments,  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 had
     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  this
     Release,  and more  specifically the Master License  Agreements  granted by
     Licensor to Licensee effective as of June 30, 1998.
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IN WITNESS  WHEREOF,  the parties  hereto have caused this agreement to executed
effective the date and year first above written.

SOLPOWER CORPORATION,                   HOUSTON MERCANTILE EXCHANGE, INC.
A Nevada corporation.                   a Texas corporation.



By: /s/ James H. Hirst                  By: /s/ Arch A. McKellar
    --------------------------------        ------------------------------------

Its: President & CEO                    Its: President & CEO
     -------------------------------         -----------------------------------

         "Licensor"                                 "Licensee"