**PRIVATE
      AND CONFIDENTIAL**


May
      1,
      2007





Mr.
      Peter
      DeVecchis


President


Solomon
      Technologies, Inc.


1401
      L&R Industrial Blvd


Tarpon
      Springs, FL





**SUBJECT:
      2007 Performance Targets**





Dear
      Peter:





As
      discussed, 2006 was a significant year for Solomon Technologies as we completed
      the acquisition of Technipower LLC, and aggressively pursued the patent
      litigation against Toyota. Technipower’s solid operating results combined with
      the anticipated synergies from the pending Deltron acquisition will provide
      a
      good base from which Solomon Technologies can develop and grow its Motive Power
      Division revenues. Looking forward into 2007, we would like to build off of
      this
      base by stimulating revenue growth related to the Electric Wheel and Electric
      Transaxle across a broader range of applications. Your continued support in
      maximizing our financial returns is appreciated and in order to motivate and
      reward you and your team for these efforts we have established the following
      incentive plan.





**Participants**
            **Stock
                Options**
            **Cash
                Bonus Eligibility**Peter
                DeVecchis
            40,000
            $75,000




The
      stock
      options are expected to vest annually over the next three years but the vesting
      will accelerate in the event you and your team achieve the performance
      objectives below. The cash bonuses will only be earned upon achievement of
      these
      performance objectives below and the filing of Solomon Technologies’ 2007
      audited financial statements by March 31, 2008.





This
      bonus plan is subject to Board approval at the next Board meeting upon approval
      of the 2007 consolidated financial budget.





The
      primary targets for 2007 are as follows:





**REVENUE** :
      Achieve
      $0.3 million in annual revenue for Solomon Motive Power Division (MPD) and
      $0.2
      million in fourth quarter 2007 MPD revenue. Achieve consolidated pro-forma
      revenue in excess of $6 million for the fourth quarter 2007, based upon $3
      million of revenue from Technipower/Deltron plus $3 million in revenues from
      yet-to-be-determined acquisitions.





**EBITDA:** Restrict
      cash-based EBITDA loss for Solomon corporate, including MPD, to $2.0 million,
      for 2007 and $0.4 million in the fourth quarter 2007. Achieve consolidated
      pro-forma EBITDA of breakeven or better for the fourth quarter 2007, based
      upon,
      both realized and realizable, synergies from acquisitions.





**CORPORATE
      DEVELOPMENT:** Secure
      at
      least one IP transaction through UTEK which boosts MPD drive train portfolio
      and
      provides working capital. Establish at least two strategic alliance partners
      which result in deployment of the Electric Wheel or Electric Transaxle resulting
      in revenue for prototypes. Develop market strategy and business plan in
      conjunction with Ardour Capital to maximize revenue from Electric Wheel and
      Electric Transaxle including but not limited to licensing the technology to
      defined industries or partners.





**INTEGRATION:** Support
      the integration of Deltron with Technipower by September 30, 2007 including
      but
      not limited to the consolidation of the MRP systems and General
      Ledger.














**ORGANIZATION:** Support
      the establishment of a corporate finance function and centralization of certain
      administrative functions. **** Establish
      a transfer pricing mechanism between divisions and implement a mechanism to
      fully distribute the corporate cost across the divisions/subsidiaries keeping
      the banking facility in tact.





Achievement
      of these objectives is well within the means of your current management team
      and
      I look forward to helping you achieve these targets AND build on this platform
      to enable us to raise the bar in 2008. Your efforts are appreciated.





Sincerely,








/s/
      Gary G.
      Brandt


Gary
      G.
      Brandt


Chief
      Executive Officer








Acknowledged:








/s/
      Peter
      DeVecchis


Mr.
      Peter
      DeVecchis


President


Solomon
      Technologies, Inc.