Ex 10.51


    EXHIBIT
      10.51

     

    AGREEMENT
      

    


    AGREEMENT
      (this
“Agreement”)
      dated
      as of November 17, 2005 by and among Solomon Technologies, Inc., a
      Delaware corporation (the “Company”),
      Woodlaken LLC (“Woodlaken”),
      Jezebel Management Corporation (“Jezebel”),
      Pinetree (Barbados) Inc. (“Pinetree”)
      and
      Coady Family LLC (“Coady”,
      and,
      together with Woodlaken, Jezebel and Pinetree, the “Investors”).

    


    W I T N E S S E T H:

    


    WHEREAS,
      the
      Company has sold $750,000 aggregate principal amount of Senior Secured
      Promissory Notes to the Investors in the amounts set forth on Schedule 1 (the
      “Existing
      Notes”);
      

    


    WHEREAS,
      the
      maturity date of each of the Existing Notes is December 1, 2005, as set forth
      in
      an agreement between the Company and the holders of the Existing Notes dated
      as
      of October 26, 2005 (the “October
      Agreement”);

    


    WHEREAS,
      the
      Company has previously authorized the sale of up to an additional $500,000.00
      of
      Senior Secured Promissory Notes (the “Additional
      Notes”);
      and


    


    WHEREAS,
      in the
      October Agreement the Investors and the Company amended that certain Security
      Agreement dated as of March 16, 2005 by and between the Company and the
      Investors (the “Security
      Agreement”)
      to
      provide that
      the
      Additional Notes, when issued, will be entitled to share in the security
      interest in the Company’s assets provided by such agreement on a pari
      passu
      basis
      with the holders of the Existing Notes; and 

    


    WHEREAS,
      the
      Investors and the Company now wish to amend the Existing Notes to extend their
      maturity date to January 31, 2006 and to provide that the Additional Notes
      are
      payable pari
      passu
      with the
      Existing Notes.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants and agreements contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound, hereby agree as follows:

    


    1.    AMENDMENT
      OF EXISTING NOTES.
      

    


    1.1. Extension
      of Maturity Date.
      Each of
      the Existing Notes is hereby amended by striking the maturity date of December
      1, 2005 and substituting therefor a new maturity date of January 31,
      2006.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2. Additional
      Notes Pari
      Passu
      with Existing Notes.
      Each of
      the Existing Notes is hereby amended to provide that the Additional Notes,
      when
      issued, will be payable pari
      passu
      with the
      Existing Notes.

     

    1.3. Full
      Force and Effect.
      Except
      as amended hereby, the terms of the Notes, as previously amended, remain in
      full
      force and effect.

     

    2.    MISCELLANEOUS.

    


    2.1. Law
      Applicable.
      This
      Agreement shall be governed by and construed pursuant to the laws of the State
      of New York, without giving effect to conflicts of laws principles.


    


    2.2. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be an original,
      but all of which together shall constitute one and the same instrument and
      it
      shall not be necessary in making proof of this Agreement to account for all
      such
      counterparts.

    


    [Signatures
      on Following Page]

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      undersigned have hereunto set their hands to this Agreement as of the day and
      year first above written.

    


    COMPANY:

     

    SOLOMON
      TECHNOLOGIES, INC.

     

    By: 
       /s/
      Peter
      W. DeVecchis, Jr.

    
      
        

      

    

    Name:
      Peter W. DeVecchis, Jr.

    Title:
      President

     

    WOODLAKEN
      LLC

     

    By:  
      /s/
      Gary
      M. Laskowski

    
      

    

    Name:
      Gary M. Laskowski

    Title:
      Manager

     

    JEZEBEL
      MANAGEMENT CORPORATION

     

    By:  
      /s/
      Michael A. D’Amelio

    
      

    

    Name:
      Michael A. D’Amelio

    Title:
      President

     

    PINETREE
      (BARBADOS) INC.

     

    By:  
      /s/
      J.
      Gordon Murphy

    
      
Name:
      J.
      Gordon Murphy

    Title:
      President

     

    COADY
      FAMILY LLC

     

    By:  
      /s/
      Patrick D. Coady

    
      

    

    Name:
      Patrick
      D. Coady

    Title:
      Manager

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      1

    


    Senior
      Notes

    


    
      	
              Name
                of Investor

            	
              Date
                Issued

            	
              Principal
                Amount

            
	
              Woodlaken
                LLC

            	
              March
                7, 2005

            	
              $ 
                40,000.00 

            
	
              Jezebel
                Management Corporation

            	
              March
                16, 2005

            	
              $
                100,000.00

            
	
              Pinetree
                (Barbados) Inc.

            	
              April
                1, 2005

            	
              $ 
                50,000.00

            
	
              Woodlaken
                LLC

            	
              April
                1, 2005

            	
              $ 
                10,000.00 

            
	
              Jezebel
                Management Corporation

            	
              April
                18, 2005

            	
              $
                75,000.00

            
	
              Coady
                Family LLC

            	
              May
                25, 2005

            	
              $
                100,000.00

            
	
              Jezebel
                Management Corporation

            	
              July
                8, 2005

            	
              $
                75,000.00

            
	
              Jezebel
                Management Corporation

            	
              August
                16, 2005

            	
              $
                150,000.00

            
	
              Jezebel
                Management Corporation

            	
              September
                15, 2005

            	
              $
                150,000.00

            


    

    


    


    
      
        
        

      

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