**PRIVATE
        AND CONFIDENTIAL**
 
 May
        31,
        2007
 
 **Mr.
        Jack Worthen**
 107
        Rideout Rd.
 Hollis,
        NH 03049
 USA
 
 Re **:** **Offer
        of Employment**
 
 Dear
        Jack:
 
 Confirming
        our recent discussions regarding Solomon Technologies, Inc. (“Solomon” or the
“Company”) the Company is pleased to offer you employment as President, Power
        Electronics Division (“PED”) of Solomon. In this capacity, you will serve as the
        principal executive officer of PED, and will be an executive officer of Solomon
        responsible for integrating the multiple business units within PED, including
        but not limited to, Technipower and Deltron. You will report directly to
        the
        Chief Executive Officer of the Company. You will be required to devote your
        full
        business time to the business affairs of the Company and spend your work
        week in
        Danbury, Connecticut, and/or North Wales, Pennsylvania as we consolidate
        the
        accounting systems and establish a central headquarters.
 
 Our
        offer
        of employment to you consists of the following:
 
 Base
                Salary:
              $175,000
                  per annum, paid biweekly in arrears.
 
 Vacation:
              Four
                  (4) weeks per year.
 
 Stock
                Options:
              Stock
                  options or equivalent for 250,000 shares of the Company’s common stock
                  (“Common Stock”), with an exercise price equal to the closing price of the
                  Common Stock on a day that is no later than one business day prior
                  to your
                  first day of employment and having a term of ten (10) years. 175,000
                  of
                  the shares subject to the option shall vest in equal installments
                  over a
                  three 3 year period commencing one year from the date of grant
                  and on each
                  anniversary thereof, and 75,000 of the shares subject to the option
                  will
                  vest solely if the 2007 Performance Goals (as defined herein) are
                  achieved. The Options will be delivered to you as soon as practicable
                  after execution of this letter pursuant to a separate agreement
                  (the
                  “Option Agreement”). The Options shall be issued outside the Company’s
                  Amended and Restated 2003 Stock Option Plan and shall be exercisable
                  to
                  the extent prescribed in the Option
                  Agreement.
 1400
            L&R Industrial Boulevard
 Tarpon
            Springs, FL 34689
 Office:
            (727) 934-8778
 Fax:
            (727) 934-8779
  ***Mr.
          Jack Worthen***
 ***May
          31, 2007***
 ***Page
          2***
 Benefits:
              Standard
                  benefits offered to all other employees. The Company will reimburse
                  you
                  for your COBRA benefits for the first six months until a satisfactory
                  national health care plan is
                  implemented.
 
 Car
                Allowance:
              $500
                  per month.
 
 Bonus:
              Bonus
                  for the year ending December 31, 2007 of $50,000 to be paid on
                  or before
                  April 1, 2008. The bonus will be earned upon completion of the
                  audit of
                  the Company’s 2007 year-end financial statements if the Company has
                  achieved each of the following goals (the “2007 Performance Goals”): (i)
                  annualized sales of $25 million of the Company by the end of 2007
                  calculated by taking the cumulative monthly sales for the fourth
                  quarter
                  of 2007 and multiplying by four (4), and (ii) breakeven annualized
                  cash
                  flow by the end of 2007 calculated by adding together the monthly
                  cash
                  flows for the last two (2) months of the year,*and*(iii) full integration of Deltron, Technipower and one other acquisition,
                  provided a letter of intent has been signed by the Company for
                  such
                  acquisition by September 30, 2007. For years after 2007 you shall
                  be
                  entitled to earn bonuses of at least $75,000 per year, subject
                  to the
                  attainment of such performance goals as may be mutually determined
                  by the
                  Company and you. Bonuses may be paid in cash or in registered shares
                  of
                  Company stock.
 
 You
        understand that employment with the Company is offered for no specific or
        fixed
        period of time, and that your employment can be terminated by either you
        or the
        Company at any time, for any reason or no reason, not specifically prohibited
        by
        law. Notwithstanding the foregoing, if the Company terminates your employment
        without “cause”, as defined herein, the Company agrees to provide a limited
        severance of three (3) months salary, which shall be paid in installments
        on
        normally scheduled payroll periods. No severance will be paid if a termination
        is for “cause” or if your termination is voluntary.
 
 For
        the
        purposes of this letter, “ cause ”
shall
        mean gross negligence, gross misconduct, breach of fiduciary duty to the
        Company
        or its shareholders, indictment or arrest for any criminal offenses by you,
        your
        failure to attempt in good faith to perform any of your responsibilities
        as an
        officer of the Company, which failure causes a material adverse effect on
        the
        Company, or your material breach of the Company’s then effective insider trading
        policy, code of ethics or other policies applicable to employees and/or
        executive officers.
 
 In
        consideration of the Company offering you this position, you will be required
        to
        sign a copy of the Company’s Proprietary Rights and Non Competition Agreement, a
        copy of which is attached to this letter. You will also be required to comply
        with the Company’s insider trading policy, code of ethics and other policies
        applicable to executive officers and employees as in effect from time to
        time.
        Copies of the Company’s current insider trading policy and code of ethics are
        attached hereto.
  
 ***Mr.
          Jack Worthen***
 ***May
          31, 2007***
 ***Page
          3***
 By
        signing this letter agreement, you (i) represent that (A) you have the right
        to
        enter into this letter agreement and the Company’s Proprietary Rights and Non
        Competition Agreement, and (B) you do not have any obligations to any other
        person or entity that are in conflict with your obligations under this letter
        or
        the Company’s Proprietary Rights and Non Competition Agreement, and (ii) agree
        (A) that you will not render any services to the Company that will result
        in a
        conflict with any prior agreements that you may have or had with third parties,
        (B) that you will maintain the confidential status of information that is
        subject to a confidentiality obligation you have with a third party (a “Third
        Party Confidentiality Obligation”) and will not reveal the same to the Company,
        and (C) to indemnify and defend the Company and its directors, officers and
        other Affiliates (as defined in the Company’s Proprietary Rights and Non
        Competition Agreement) against any and all claims, settlements, penalties,
        damages, expenses, attorneys’ fees, costs and judgments obtained against,
        imposed upon or suffered by the Company or any of its directors, officers
        or
        other Affiliates by reason of the possession or use by the Company or any
        of its
        directors, officers or other Affiliates of any such information, but only
        if the
        Company or any such directors, officers or other Affiliates received such
        information as a result of a breach by you of a Third Party Confidentiality
        Obligation.
 
 This
        letter shall be governed by and construed in accordance with the laws of
        the
        State of New York, without regard to choice of law provisions.
 
 Please
        acknowledge your agreement and acceptance of the terms of this letter by
        signing
        where indicated below and returning an original for my files.
  
 Very
                  truly yours,
                
                SOLOMON
                  TECHNOLOGIES, INC.
                
                
                By:/s/
                  Gary G.
                  Brandt
                Gary
                  G. Brandt
                Chief
                  Executive Officer
 
 
 /s/
        Jack
        Worthen
 Acknowledged
        and Agreed
 Jack
        Worthen
 
 
 6-4-07
 Date