**AMENDMENT
      AGREEMENT**





This
      Amendment Agreement (this “ Amendment
      No. 1 ”),
      dated
      as of October 25, 2007 (the “ Amendment
      Date ”),
      amends that certain Securities Purchase Agreement dated as of August 30, 2007
      (the “ Agreement ”),
      by
      and among Solomon Technologies, Inc., a Delaware corporation, and each purchaser
      identified on the signature pages thereto (collectively, the “ Parties ”
to
      the
      Agreement). Any capitalized terms not defined in this letter shall have the
      same
      meanings as in the Agreement.





WHEREAS,
      the Parties wish to extend the time by which any Subsequent Closing Date must
      occur for any purchasers who are not holders of one or more of the January
      Debentures to the earlier of the Effectiveness Date or December 15,
      2007.





NOW,
      THEREFORE, in consideration of the covenants and agreements herein set forth
      and
      other good and lawful consideration, the receipt and sufficiency of which is
      acknowledged, the Parties agree as follows:





1.  This
      Amendment No. 1 shall be effective as of the Amendment Date.





2.  Section
      2.1 of the Agreement is amended to delete the fourth sentence in its entirety
      and replace it with the following:





“Notwithstanding
      anything herein to the contrary, any Subsequent Closing Date must occur on
      or
      before (i) the 20 th calendar
      day following the date hereof, for any Purchasers who are holders of any of
      the
      January Debentures, or (ii) the earlier of (a) the Effectiveness Date or (b)
      December 15, 2007, for any Purchasers who are not holders of one or more of
      the
      January Debentures.”





3.  Except
      as
      set forth above, the Agreement, as amended herein, shall remain in full force
      and effect without further modification, unless altered or amended in accordance
      with Section 5.5 thereof.





4.  The
      Parties may execute this Amendment No. 1 in several counterparts or by separate
      instruments, all of which will constitute one binding agreement on the Parties.
      Facsimile signatures will be deemed originals for the purposes of this Amendment
      No. 1.





IN
      WITNESS WHEREOF, the Parties have duly executed this Amendment No. 1 as of
      the
      Amendment Date.





*[Remainder
      of this page left intentionally blank. Signature page(s) to
      follow.]*











**COMPANY:**
              
              **SOLOMON
                TECHNOLOGIES, INC.**
              
              By:/s/
                Gary G.
                Brandt
              Name:
                Gary G. Brandt
              Title:
                Chief Executive Officer
              
              
              **BRIDGE
                POINTE MASTER FUND LTD.**
              
              By:/s/
                Eric
                Swartz
              Name:
                Eric Swartz
              Title:
              
              
              **TRUK
                INTERNATIONAL FUND, LP**
              
              By:/s/
                Stephen
                Saltzstein
              Name:
                Stephen Saltzstein
              Title:
                Principal
              
              
              **TRUK
                OPPORTUNITY FUND, LLC**
              
              By:/s/
                Stephen
                Saltzstein
              Name:
                Stephen Saltzstein
              Title:
                Principal