**AMENDMENT
      TO**


**SECURITIES
      PURCHASE AGREEMENT**





**THIS
      AMENDMENT TO SECURITIES PURCHASE AGREEMENT** (the
      “ Amendment ”),
      dated
      August 17, 2007, by and among Solomon Technologies, Inc. (“STI”), Power Designs,
      Inc. (“PDI”) and Integrated Power Systems LLC (“IPS”), amends that certain
      Securities Purchase Agreement, dated as of August 17, 2006, by and
      among **** STI,
      IPS,
      PDI, and such other parties as listed therein (the “Purchase Agreement”) solely
      with respect to the rights and obligations of STI, PDI and IPS.





IPS
      and
      PDI had previously agreed to a one year lockup with respect to their
      stockholdings in STI, expiring in mid January 2008. IPS and PDI have agreed
      to
      extend the lockup; provided that STI modifies the calculation of the Stock
      Payment Adjustment contained in the Purchase Agreement.





The
      parties therefore wish to amend the Purchase Agreement as set forth
      below.





Capitalized
      terms not defined herein have the meanings assigned to those terms in the
      Purchase Agreement.





**NOW
      THEREFORE** ,
      for
      good and valuable consideration, the parties hereby agree as
      follows:





1.  Amendment .
      The
      Purchase Agreement is hereby amended, but only in relation to the rights of
      PDI
      and IPS and obligations of STI, by deleting Section 2.3(i) in its entirety
      and
      replacing it with the following:





(i)
            issue
                additional shares of STI Common Stock (the “Additional Shares”) equal to
                the number determined by (x) multiplying (1) the Closing Stock Price
                by
                (2) the number of Retained Shares, then (y) dividing the result in
                (x) by
                the lower of the Post-Closing Stock Price or $0.35 and (z) subtracting
                from such amount the number of Retained Shares;.





2.  Affirmation .
      Except
      as expressly modified hereby, all terms and conditions of the Purchase Agreement
      and any ancillary documents attached as exhibits to the Purchase Agreement
      shall
      remain in full force and effect and are hereby ratified and confirmed by the
      parties signatory thereto.





3.  No
      Effect as to Other Sellers .
      This
      Amendment shall not amend or otherwise effect the terms of the Purchase
      Agreement with respect to any of the Sellers (as defined in the Purchase
      Agreement), except for PDI and IPS.





3.  Execution . **** This
      Amendment may be executed in any number of counterparts, each of which when
      so
      executed and delivered, whether by hand, electronic mail or facsimile, shall
      be
      deemed to be an original and all of which counterparts, taken together, shall
      constitute but one and the same instrument.








***{Signature
      Page Follows}***




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**IN
      WITNESS WHEREOF,** the
      parties hereto have executed this Agreement, on the day and year first above
      written.






**SOLOMON
                TECHNOLOGIES, INC.**
              
              By:/s/
                Gary
                Brandt
              Name:
                Gary Brandt
              Title:
                Chief Executive Officer
              
              
              **POWER
                DESIGNS, INC.**
              
              By:/s/
                Anthony F. Intino,
                II
              Name:
                Anthony F. Intino, II
              Its:
                President
              
              
              **INTEGRATED
                POWER SYSTEMS LLC**
              
              By:/s/
                Stanley
                Young
              Name:
                Stanley Young
              Its:
                Manager





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