Ex 10.52


    EXHIBIT
      10.52

     

    SOLOMON
      TECHNOLOGIES, INC.

    SENIOR
      SECURED PROMISSORY NOTE

    


    


    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
      AN
      OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION
      IS NOT REQUIRED UNDER SUCH ACT AND LAWS.

     

    
      	
              $100,000
                

            	
              November
                18, 2005

            


    

    


    FOR
      VALUE
      RECEIVED, SOLOMON TECHNOLOGIES, INC., a Delaware corporation (“Company”), with
      its principal office at 1400 L&R Industrial Boulevard, Tarpon Springs,
      Florida 34689, hereby promises to pay to the order of Jezebel Management
      Corporation, a Florida corporation (“Holder”), with its principal office at c/o
      JMC Venture Partners, LLC, 2 Oliver Street, Suite 203, Boston, MA 02109 (the
      “Holder’s Office”), or its assigns, on January 31, 2006 (the “Maturity Date”),
      the principal amount of ONE HUNDRED THOUSAND DOLLARS ($100,000) (the “Principal
      Amount”), in such coin or currency of the United States of America as at the
      time of payment shall be legal tender for the payment of public or private
      debts, together with interest on the unpaid balance of said Principal Amount
      from time to time outstanding at the rate of twelve percent (12%) per annum
      (“Interest”). The unpaid Principal Amount, together with the then accrued unpaid
      Interest and all other amounts owed hereunder, shall be due and payable on
      the
      Maturity Date. Payment of the Principal Amount and Interest hereunder shall
      be
      made by check to the Holder at the Holder’s office or wire transfer of
      immediately available good funds to such bank account as the Holder may
      designate by notice to the Company prior to any such payment.

     

    This
      Note
      is one of a series of substantially similar notes of the Company with an
      aggregate principal amount of up to $1,250,000 (collectively, the “Notes”). The
      Notes shall be payable pari passu
      with
      each other but shall at all times be senior to any other indebtedness of the
      Company in right of payment of principal, interest and all other sums due or
      payable, and all other present and future indebtedness and obligations of the
      Company, other than accrued taxes or taxes due and payable. 

     

    The
      Company has executed a security agreement dated as of March 16, 2005 (as
      amended, restated or modified from time to time, the “Security Agreement”),
      pursuant to which the Holder and the holders of the other Notes have been
      granted a first priority security interest in the “Collateral” identified
      therein.

     

    This
      Note
      is subject to prepayment in whole or in part at any time and from time to time
      without penalty or premium, but with Interest on the amount prepaid to the
      date
      of prepayment. All prepayments will first be applied to the repayment of accrued
      fees and expenses, then to Interest accrued on this Note through the date of
      such prepayment until all then outstanding accrued Interest has been paid,
      and
      then shall be applied to the repayment of the Principal Amount.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    1.    Default.

    


    1.1    Events
      of Default.
      Upon
      the occurrence of any of the following events (herein “Events of
      Default”):

    


    (i)    The
      Company shall fail to pay the Principal Amount and Interest on this or any
      other
      Note on the Maturity Date;

    


    (ii)    (A) The
      Company shall commence any proceeding or other action relating to it in
      bankruptcy or seek reorganization, arrangement, readjustment of its debts,
      receivership, dissolution, liquidation, winding-up, composition or any other
      relief under any bankruptcy law, or under any other insolvency, reorganization,
      liquidation, dissolution, arrangement, composition, readjustment of debt or
      any
      other similar act or law, of any jurisdiction, domestic or foreign, now or
      hereafter existing; or (B) the
      Company shall admit the material allegations of any petition or pleading in
      connection with any such proceeding; or (C) the
      Company shall apply for, or consent or acquiesce to, the appointment of a
      receiver, conservator, trustee or similar officer for it or for all or a
      substantial part of its property or admit generally an inability to pay its
      debts as they become due; or (D) the
      Company shall make a general assignment for the benefit of
      creditors;

    


    (iii)    (A) The
      commencement of any proceedings or the taking of any other action against the
      Company in bankruptcy or seeking reorganization, arrangement, readjustment
      of
      its debts, liquidation, dissolution, arrangement, composition, or any other
      relief under any bankruptcy law or any other similar act or law of any
      jurisdiction, domestic or foreign, now or hereafter existing and the continuance
      of any of such event for thirty (30) days undismissed, unbonded or undischarged;
      or (B) the
      appointment of a receiver, conservator, trustee or similar officer for the
      Company for any of its property and the continuance of any of such event for
      thirty (30) days undismissed, unbonded or undischarged; or (C) the
      issuance of a warrant of attachment, execution or similar process against any
      of
      the property of the Company and the continuance of such event for thirty (30)
      days undismissed, unbonded and undischarged;

    


    (iv)    Any
      of
      the Company’s representations or warranties contained herein is determined by a
      court of competent jurisdiction as false or misleading in any material respect;
      or

    


    (v)    The
      Company shall breach or fail to perform or observe any obligation, covenant,
      term, condition, provision or agreement of the Company contained in this Note
      or
      in any of the other Notes, after giving effect to any applicable notice
      provisions and cure periods; provided, however, that with respect to a failure
      to comply with any of the provisions of Sections 2.2(a) and (c) of this Note,
      such failure is not remedied within twenty (20) days after the Company’s receipt
      of written notice of same;

     

    then,
      and
      in any such event, the Holder, at its option and without written notice to
      the
      Company, may declare the entire Principal Amount of this Note then outstanding
      together with any accrued Interest thereon immediately due and payable, and
      the
      same shall forthwith become immediately due and payable without presentment,
      demand, protest, or other notice of any kind, all of which are expressly waived,
      and exercise any and all other legal or equitable rights resulting therefrom.
      Upon the occurrence of an Event of Default that remains uncured as set forth
      herein and the placement of this Note in the hands of an attorney for
      collection, the Company agrees to pay reasonable collection costs and expenses,
      including reasonable attorneys’ fees and interest from the date of the Event of
      Default at the rate of eighteen percent (18%) per annum computed on the unpaid
      principal balance. The Events of Default listed herein are solely for the
      purpose of protecting the interests of the Holder of this Note.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    1.2    Non-Waiver
      and Other Remedies.
      No
      course of dealing, delay or omission on the part of the Holder of this Note
      in
      exercising any right hereunder shall operate as a waiver or otherwise prejudice
      the right of the Holder of this Note. Holder shall not be deemed to have waived
      any of its rights under this Note unless such waiver is in writing and signed
      by
      Holder. A waiver in writing by Holder on one occasion shall not be construed
      as
      a consent to or a waiver of any right or remedy on any future occasion. No
      remedy conferred hereby shall be exclusive of any other remedy referred to
      herein or now or hereafter available at law, in equity, by statute or
      otherwise.

    


    2.    Obligation
      to Pay Principal and Interest; Covenants.
      No
      provision of this Note shall alter or impair the obligation of the Company,
      which is absolute and unconditional, to pay the Principal Amount of and Interest
      on this Note at the place, at the respective times, at the rates, and in the
      currency or securities herein prescribed.

    


    2.1    In
      no
      event shall the amount or rate of interest due and payable under this Note
      exceed the maximum amount or rate of interest allowed by applicable law and,
      in
      the event any such excess payment is made by Company or received by Holder,
      such
      excess sum shall be credited as a payment of Principal Amount (or if no
      Principal Amount remains outstanding, shall be refunded to the Company). It
      is
      the express intent hereof that the Company shall not pay and Holder not receive,
      directly or indirectly or in any other manner, interest in excess of that which
      may be lawfully paid under applicable law. All Interest (including all charges,
      fees or other amounts deemed to be Interest) that is paid or charged under
      this
      Note shall, to the maximum extent permitted by applicable law, be amortized,
      allocated and spread on a pro rata
      basis
      throughout the actual term of this Note.

    


    2.2    Covenants.
      The
      Company covenants and agrees that, while this Note is outstanding, it
      shall:

    


    (a)    Pay
      and
      discharge all taxes, assessments and governmental charges or levies imposed
      upon
      it or upon its income and profits, or upon any properties belonging to it before
      the same shall be in default; provided, however, that the Company shall not
      be
      required to pay any such tax, assessment, charge or levy that is being contested
      in good faith by proper proceedings and adequate reserves for the accrual of
      same are maintained if required by generally accepted accounting principles;
      

    


    (b)    Preserve
      its corporate existence and continue to engage in business of the same general
      type as conducted as of the date hereof;

    


    (c)    Comply
      in
      all respects with all statutes, laws, ordinances, orders, judgments, decrees,
      injunctions, rules, regulations, permits, licenses, authorizations and
      requirements (“Requirement(s)”) of all governmental bodies, departments,
      commissions, boards, companies or associations insuring the premises, courts,
      authorities, officials, or officers, that are applicable to the Company; except
      when the failure to comply would not have a material adverse effect on the
      Company; provided that nothing contained herein shall prevent the Company from
      contesting in good faith the validity or the application of any
      Requirements.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    3.    Miscellaneous.

    


    3.1    Required
      Consent.
      The
      Company may not modify any of the terms of this Note without the prior written
      consent of the Holder.

    


    3.2    Lost
      Documents.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Note or any Note exchanged for it, and (in
      the
      case of loss, theft or destruction) of indemnity satisfactory to it, and upon
      surrender and cancellation of such Note, if mutilated, the Company will make
      and
      deliver in lieu of such Note a new Note of like tenor and unpaid principal
      amount and dated as of the original date of the Note.

    


    3.3    Legend.
      This
      Note shall be imprinted with a legend in substantially the following
      form:

    


    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY OTHER STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
      AN
      OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION
      IS NOT REQUIRED UNDER SUCH ACT AND LAWS. 

    


    3.4    Benefit.
      This
      Note shall be binding upon and inure to the benefit of the parties hereto and
      their legal representatives, successors and assigns.

    


    3.5    Notices
      and Addresses.
      All
      notices, offers, acceptances and any other acts under this Note (except payment)
      shall be in writing, and shall be sufficiently given if delivered to the
      addressee in person, by overnight courier service or similar receipted delivery,
      or, if mailed, postage prepaid, by certified mail, return receipt requested,
      as
      follows:

     

    
      	 	
              To
                the Holder:

            	
              To
                the Holder’s address on page 1 of this Note,

              Attn.:
                Michael A. D’Amelio

            
	 	 	 
	 	
              To
                the Company:

            	
              To
                the Company’s address on page 1 of this Note,

              Attn:
                Peter W. DeVecchis, Jr., President

            
	 	 	 
	 	
              With
                a copy to:

            	
              Davis
                & Gilbert LLP

              1740
                Broadway

              New
                York, New York 10019

              Attn: Ralph
                W. Norton, Esq.

            


    

    


    or
      to
      such other address as any party, by notice to the other parties, may designate
      from time to time. Time shall be counted to, or from, as the case may be, the
      delivery in person or five business days after mailing.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    3.6    Governing
      Law.
      This
      Note will be deemed to have been made and delivered in New York and will be
      governed as to validity, interpretation, construction, effect and in all other
      respects by the internal laws of the State of New York. 

     

    3.7    Section
      Headings.
      Section
      headings herein have been inserted for reference only and shall not be deemed
      to
      limit or otherwise affect, in any matter, or be deemed to interpret in whole
      or
      in part any of the terms or provisions of this Note.

     

    3.8    Interpretation.
      Whenever possible, each provision of this Note shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any provision
      of this Note shall be prohibited by or invalid under applicable law, such
      provision shall be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Note.

     

    3.9    Assignment.
      All
      rights of Holder under this Note may be assigned by Holder to any third party
      and all rights of Holder hereunder shall inure to the benefit of its
      transferees, successors and assigns.

     

    IN
      WITNESS WHEREOF, this Note has been executed and delivered on the date specified
      above by the duly authorized representatives of the Company and the
      Holder.

    


    SOLOMON
      TECHNOLOGIES, INC.

     

    By:  
      /s
      Peter
      W. DeVecchis, Jr. 
      
        

      

    

    Name:
      Peter
      W.
      DeVecchis, Jr.

    Title:
      President

     

    Accepted
      and Agreed:

     

    JEZEBEL
      MANAGEMENT CORPORATION

     

    By:  
      /s
      Michael A. D’Amelio 
      
        

      

    

    Name:
      Michael
      A. D’Amelio

    Title:
      President

    


    
      
        
        

      

      -5-