**Solomon
      Technologies, Inc.**


**June
      4, 2007**


**(Date
      of Grant)**





**Stock
      Option Agreement**





Solomon
      Technologies, Inc., a Delaware corporation (the “Company”), hereby grants to
      Jack Worthen (the “Optionee”) an option to purchase shares of its Common Stock,
      par value $0.001 per share (the “Common Stock”), subject to the
      following:





1.  Grant
      of Option .
      The
      Company hereby grants to the Optionee the option to purchase from the Company
      upon the terms and conditions hereinafter set forth 75,000 shares of Common
      Stock (the “Option Shares”) at a purchase price of twenty-two cents ($0.22) per
      share (the “Option”). The date of grant of this Option is June 4, 2007 (“Date of
      Grant”).





2.  Relationship
      to Plan .
      This
      Option is granted outside the Company’s Amended and Restated 2003 Stock Option
      Plan. This Option is not intended to meet the requirements of Section 422 of
      the
      Internal Revenue Code of 1986, as amended (the “Code”).





3.  Option
      Term .
      The
      term of the Option and of this Option Agreement (the “Option Term”) shall
      commence on the Date of Grant set forth above and, unless the Option is
      previously terminated pursuant to Section 5 below, shall terminate upon the
      tenth (10 th )
      anniversary of the Date of Grant (the “Expiration Date”). As of the Expiration
      Date, all rights of the Optionee hereunder shall terminate.





4.  Conditions
      of Exercise .





(a)  Subject
      to Section 5 below, the Option shall become vested as to 100% of the Option
      Shares if, as finally determined upon completion of the audit of the Company’s
      financial statements for the year ending December 31, 2007 (the “2007 Audit”),
      the Company achieves each of the following 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.





(b)  Prior
      to
      the Expiration Date, this Option may be exercised in whole or in part at any
      time as to Option Shares that have vested; *provided* that in
      the event the Optionee’s employment with the Company or any parent corporation
      or subsidiary corporation (as such terms are defined in Section 422 of the
      Code)
      terminates, from and after such termination, this Option may be exercised only
      to the extent set forth in Section 5 below. This Option may not be exercised
      for
      a fraction of a share.





5.  Termination
      of Employment .





(a)  If
      the
      employment of the Optionee by, or the services of the Optionee as a director
      of,
      or consultant or advisor to, the Company or a subsidiary corporation of the
      Company shall be terminated for cause (as defined in that certain employment
      letter agreement between the Company and the Optionee dated May 31, 2007, this
      Option shall terminate forthwith. Except as provided in subsections (b) and
      (c)
      of this Section 5, if such employment or services shall be terminated for any
      reason other than Cause, then this Option may be exercised at any time within
      six (6) months after such termination, subject to the provisions of Section
      5(d)
      below.








(b)  If
      the
      Optionee dies (i) while employed by, or while serving as a non-employee director
      of or a consultant or advisor to, the Company or a subsidiary corporation of
      the
      Company, or (ii) within three (3) months after the termination of his or her
      employment or services, then this Option may, subject to the provisions of
      Section 5(d) below, be exercised by the estate of the Optionee, or by a person
      who acquired the right to exercise this Option by bequest or inheritance or
      by
      reason of the death of the Optionee, at any time within one (1) year after
      such
      death.





(c)  If
      the
      Optionee ceases employment or services because of (i) permanent and total
      disability (within the meaning of Section 22(e)(3) of the Code) while employed
      by, or while serving as a non-employee director for or consultant or advisor
      to,
      the Company or a subsidiary corporation of the Company, or (ii) retirement
      pursuant to a pension or retirement plan adopted by the Company or at the normal
      retirement date prescribed from time to time by the Company, then this Option
      may, subject to the provisions of Section 5(d) below, be exercised at any time
      within one (1) year after the Optionee’s termination of employment, termination
      of directorship or termination of consulting or advisory services, as the case
      may be, due to the disability or retirement.





(d)  This
      Option may not be exercised except to the extent that the Optionee was (or
      by
      the terms hereof is deemed to have been) entitled to exercise the Option at
      the
      time of termination of employment or services, or death, and in any event may
      not be exercised after the Expiration Date.





6.  Methods
      of Exercise .
      This
      Option shall be exercisable by a written notice in the form adopted by the
      Board
      of Directors of the Company (the “Board”) or the Compensation Committee of the
      Board (the “Committee”) that specifies the number of shares to be purchased. The
      notice shall be accompanied by payment of the full amount of the option price
      (i) by cash or check payable to the Company, (ii) by the delivery to
      the Company of shares of the Company’s stock having a value equal to the
      exercise price, or (iii) by a combination of the foregoing. Upon receipt of
      such payment, the Company will thereafter deliver or cause to be delivered
      to
      the Optionee (or if any other individual or individuals are exercising this
      Option, to such individual or individuals) at the office of the Company, a
      certificate or certificates for the number of shares with respect to which
      this
      Option is being exercised, registered in the name or names of the individual
      or
      individuals exercising the option; provided, however, that if any law or
      regulation or order of the Securities and Exchange Commission or other body
      having jurisdiction in the premises shall require the Company or Optionee (or
      other individual or individuals exercising this Option) to take any action
      in
      connection with the shares being purchased, the delivery of the certificate
      or
      certificates for such shares shall be delayed until such action has been
      taken.





7.  Purchase
      For Investment .
      This
      Option is granted on the condition that the purchase of shares of Common Stock
      hereunder shall be for the account of the Optionee (or other individual or
      individuals exercising this Option) for investment purposes and not with a
      view
      to the resale or distribution thereof, except that such condition shall be
      inoperative if the offering and sale of shares subject to the Option is
      registered under the Securities Act of 1933, as amended, or if in the opinion
      of
      counsel for the Company such shares may be resold without registration. At
      the
      time of any exercise of the Option, the Optionee (or other individual or
      individuals exercising this Option) will execute such further agreements as
      the
      Company may require to implement the foregoing condition and to acknowledge
      the
      Optionee’s (or such other individual’s) familiarity with restrictions on the
      resale of the shares under applicable securities laws.





2


8.  Nontransferability
      of Option .
      This
      Option shall not be transferable by the Optionee otherwise than by will or
      the
      laws of descent or distribution, and this Option shall be exercisable during
      the
      Optionee’s lifetime only by him or her.





9.  Adjustment
      Upon Change in Capitalization .





(a)  In
      the
      event that the Company’s outstanding Common Stock is hereafter changed by reason
      of reorganization, merger, consolidation, recapitalization, reclassification,
      stock split-up, combination of shares, reverse split, stock dividend or the
      like, an appropriate adjustment shall be made by the Board of Directors or
      the
      Committee in the number of shares and exercise price per share subject to the
      Option. If the Company shall be reorganized, consolidated, or merged with
      another corporation, the holder of the Option shall be entitled to receive
      upon
      the exercise of the Option the same number and kind of shares of stock or the
      same amount of property, cash or securities as he would have been entitled
      to
      receive upon the happening of any such corporate event as if he had been,
      immediately prior to such event, the holder of the number of shares covered
      by
      the Option.





(b)  Any
      adjustment in the number of shares shall apply proportionately to only the
      unexercised portion of the Option. If fractions of a share would result from
      any
      such adjustment, the adjustment shall be revised to the next lower whole number
      of shares.





10.  Listing
      of Option Shares .
      The
      Company shall not be obligated to deliver the Option Shares until they have
      been
      listed on each securities exchange or market on which the Common Stock may
      then
      be listed or until there has been qualification under or compliance with such
      federal or state laws, rules or regulations as the Company may deem
      applicable.





11.  Not
      a
      Contract of Employment .
      Nothing
      contained in this Option Agreement shall be deemed to confer upon the Optionee
      any right to remain in the employ or service of the Company or a subsidiary
      corporation of the Company or any entitlement to any remuneration or other
      benefit pursuant to any consulting or advisory arrangement.





12.  Governing
      Law and Interpretation .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware. It shall be binding upon and inure to the benefit of the
      parties hereto and their respective successors, assigns and legal
      representatives.





13.  Miscellaneous .
      The
      Optionee shall have no rights as a stockholder with respect to the shares
      subject to this Option until the exercise of the Option and the issuance of
      a
      stock certificate for the shares with respect to which the Option shall have
      been exercised. Nothing herein contained shall impose any obligation on the
      Company or the Optionee with respect to the Optionee’s employment by the
      Company. Nothing herein contained shall impose any obligation upon the Optionee
      to exercise the option.








*[Signature
      page follows.]*




3


IN
      WITNESS WHEREOF, the Company and the Optionee have caused this agreement to
      be
      executed on the date first above written.






SOLOMON
                TECHNOLOGIES, INC.
              
              
              By:/s/
                Gary G. Brandt
              Name:
                Gary G. Brandt
              Title:
                Chief Executive Officer
              
              OPTIONEE
              
              /s/
                  Jack Worthen
              Jack
                Worthen




4




**SOLOMON
      TECHNOLOGIES, INC.**





**NOTICE
      OF EXERCISE OF OPTION BY OPTIONEE**





Solomon
      Technologies, Inc.


1400
      L&R Industrial Blvd.


Tarpon
      Springs, FL 34689


Attention:
      Chief Executive Officer





Re:
            Exercise
                of Option to Purchase Shares of Solomon Technologies, Inc.
                Stock





Dear
      Sir:





Pursuant
      to the Stock Option Agreement dated _____________ (the “Option Agreement”)
      between Solomon Technologies, Inc., a Delaware corporation (the “Company”), and
      me, made pursuant to the Company’s Amended and Restated 2003 Stock Option Plan,
      I hereby elect to purchase _____________ shares of the common stock of the
      Company (the “Shares”), at the price of $_________ per Share. My certified
      check/cashier’s check/money order in the amount of $_____________ is enclosed
      (or other permitted form of payment as set forth in the Option Agreement).
      The
      Shares are to be issued in certificate(s) and registered in the name(s)
      of:





____________________________________







Please
      deliver the certificate(s) for the Shares to:





____________________________________




____________________________________




____________________________________








Date:____________________








____________________________________
              (Signature)____________________________________
              (Please
                Print Name)________________________________________________________________________
              (Full
                Mailing Address)




5


**Solomon
      Technologies, Inc.**


**June
      4, 2007**


**(Date
      of Grant)**





**Stock
      Option Agreement**





Solomon
      Technologies, Inc., a Delaware corporation (the “Company”), hereby grants to
      Jack Worthen (the “Optionee”) an option to purchase shares of its Common Stock,
      par value $0.001 per share (the “Common Stock”), subject to the
      following:





1.  Grant
      of Option .
      The
      Company hereby grants to the Optionee the option to purchase from the Company
      upon the terms and conditions hereinafter set forth 175,000 shares of Common
      Stock (the “Option Shares”) at a purchase price of twenty-two cents ($0.22) per
      share (the “Option”). The date of grant of this Option is June 4, 2007 (“Date of
      Grant”).





2.  Relationship
      to Plan .
      This
      Option is granted outside the Company’s Amended and Restated 2003 Stock Option
      Plan. This Option is not intended to meet the requirements of Section 422 of
      the
      Internal Revenue Code of 1986, as amended (the “Code”).





3.  Option
      Term .
      The
      term of the Option and of this Option Agreement (the “Option Term”) shall
      commence on the Date of Grant set forth above and, unless the Option is
      previously terminated pursuant to Section 5 below, shall terminate upon the
      tenth (10 th )
      anniversary of the Date of Grant (the “Expiration Date”). As of the Expiration
      Date, all rights of the Optionee hereunder shall terminate.





4.  Conditions
      of Exercise .





(a)  Subject
      to Section 5 below, the Option shall become vested as to 33.3% of the Option
      Shares on each of the first anniversary of the Date of Grant and the second
      anniversary of the Date of Grant and as to 33.4% of the Option Shares on the
      third anniversary of the Date of Grant.





(b)  Prior
      to
      the Expiration Date, this Option may be exercised in whole or in part at any
      time as to Option Shares that have vested; provided that in the event the
      Optionee’s employment with the Company or any parent corporation or subsidiary
      corporation (as such terms are defined in Section 422 of the Code) terminates,
      from and after such termination, this Option may be exercised only to the extent
      set forth in Section 5 below. This Option may not be exercised for a fraction
      of
      a share.





5.  Termination
      of Employment .





(a)  If
      the
      employment of the Optionee by, or the services of the Optionee as a director
      of,
      or consultant or advisor to, the Company or a subsidiary corporation of the
      Company shall be terminated for Cause (as defined in that certain employment
      letter agreement between the Company and the Optionee dated May 31, 2007) then
      the vested and unvested portions of this Option shall terminate forthwith.
      Except as provided in subsections (b) and (c) of this Section 5, if such
      employment or services shall terminate for any reason other than for Cause,
      then
      this Option may be exercised at any time within six (6) months after such
      termination, subject to the provisions of Section 5(d) below. For purposes
      of
      this subsection (a), if the Optionee leaves the employ or services of the
      Company to become an employee or non-employee director of, or a consultant
      or
      advisor to, a subsidiary corporation of the Company or a corporation (or
      subsidiary or parent corporation of the corporation) that has assumed the Awards
      (as defined in the Plan) of the Company as a result of a corporate
      reorganization or the like, the Optionee shall not be considered to have
      terminated his or her employment or services.








(b)  If
      the
      Optionee dies (i) while employed by, or while serving as a non-employee director
      of or a consultant or advisor to, the Company or a subsidiary corporation of
      the
      Company, or (ii) within three (3) months after the termination of his or her
      employment or services, then this Option may, subject to the provisions of
      Section 5(e) below, be exercised by the estate of the Optionee, or by a person
      who acquired the right to exercise this Option by bequest or inheritance or
      by
      reason of the death of the Optionee, at any time within one (1) year after
      such
      death.





(c)  If
      the
      Optionee ceases employment or services because of (i) permanent and total
      disability (within the meaning of Section 22(e)(3) of the Code) while employed
      by, or while serving as a non-employee director for or consultant or advisor
      to,
      the Company or a subsidiary corporation of the Company, or (ii) retirement
      pursuant to a pension or retirement plan adopted by the Company or at the normal
      retirement date prescribed from time to time by the Company, then this Option
      may, subject to the provisions of Section 5(d) below, be exercised at any time
      within one (1) year after the Optionee’s termination of employment, termination
      of directorship or termination of consulting or advisory services, as the case
      may be, due to the disability or retirement.





(d)  This
      Option may not be exercised except to the extent that the Optionee was entitled
      to exercise the Option at the time of termination of employment or services,
      or
      death, and in any event may not be exercised after the Expiration
      Date.





6.  Methods
      of Exercise .
      This
      Option shall be exercisable by a written notice in the form adopted by the
      Board
      of Directors of the Company (the “Board”) or the Compensation Committee of the
      Board (the “Committee”) that specifies the number of shares to be purchased. The
      notice shall be accompanied by payment of the full amount of the option price
      (i) by cash or check payable to the Company, (ii) by the delivery to
      the Company of shares of the Company’s stock having a value equal to the
      exercise price, or (iii) by a combination of the foregoing. Upon receipt of
      such payment, the Company will thereafter deliver or cause to be delivered
      to
      the Optionee (or if any other individual or individuals are exercising this
      Option, to such individual or individuals) at the office of the Company, a
      certificate or certificates for the number of shares with respect to which
      this
      Option is being exercised, registered in the name or names of the individual
      or
      individuals exercising the option; provided, however, that if any law or
      regulation or order of the Securities and Exchange Commission or other body
      having jurisdiction in the premises shall require the Company or Optionee (or
      other individual or individuals exercising this Option) to take any action
      in
      connection with the shares being purchased, the delivery of the certificate
      or
      certificates for such shares shall be delayed until such action has been
      taken.





7.  Purchase
      For Investment .
      This
      Option is granted on the condition that the purchase of shares of Common Stock
      hereunder shall be for the account of the Optionee (or other individual or
      individuals exercising this Option) for investment purposes and not with a
      view
      to the resale or distribution thereof, except that such condition shall be
      inoperative if the offering and sale of shares subject to the Option is
      registered under the Securities Act of 1933, as amended, or if in the opinion
      of
      counsel for the Company such shares may be resold without registration. At
      the
      time of any exercise of the Option, the Optionee (or other individual or
      individuals exercising this Option) will execute such further agreements as
      the
      Company may require to implement the foregoing condition and to acknowledge
      the
      Optionee’s (or such other individual’s) familiarity with restrictions on the
      resale of the shares under applicable securities laws.





2


8.  Nontransferability
      of Option .
      This
      Option shall not be transferable by the Optionee otherwise than by will or
      the
      laws of descent or distribution, and this Option shall be exercisable during
      the
      Optionee’s lifetime only by him or her.





9.  Adjustment
      Upon Change in Capitalization .





(a)  In
      the
      event that the Company’s outstanding Common Stock is hereafter changed by reason
      of reorganization, merger, consolidation, recapitalization, reclassification,
      stock split-up, combination of shares, reverse split, stock dividend or the
      like, an appropriate adjustment shall be made by the Board of Directors or
      the
      Committee in the number of shares and exercise price per share subject to the
      Option. If the Company shall be reorganized, consolidated, or merged with
      another corporation, the holder of the Option shall be entitled to receive
      upon
      the exercise of the Option the same number and kind of shares of stock or the
      same amount of property, cash or securities as he would have been entitled
      to
      receive upon the happening of any such corporate event as if he had been,
      immediately prior to such event, the holder of the number of shares covered
      by
      the Option.





(b)  Any
      adjustment in the number of shares shall apply proportionately to only the
      unexercised portion of the Option. If fractions of a share would result from
      any
      such adjustment, the adjustment shall be revised to the next lower whole number
      of shares.





10.  Listing
      of Option Shares .
      The
      Company shall not be obligated to deliver the Option Shares until they have
      been
      listed on each securities exchange or market on which the Common Stock may
      then
      be listed or until there has been qualification under or compliance with such
      federal or state laws, rules or regulations as the Company may deem
      applicable.





11.  Not
      a
      Contract of Employment .
      Nothing
      contained in this Option Agreement shall be deemed to confer upon the Optionee
      any right to remain in the employ or service of the Company or a subsidiary
      corporation of the Company or any entitlement to any remuneration or other
      benefit pursuant to any consulting or advisory arrangement.





12.  Governing
      Law and Interpretation .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware. It shall be binding upon and inure to the benefit of the
      parties hereto and their respective successors, assigns and legal
      representatives.





13.  Miscellaneous .
      The
      Optionee shall have no rights as a stockholder with respect to the shares
      subject to this Option until the exercise of the Option and the issuance of
      a
      stock certificate for the shares with respect to which the Option shall have
      been exercised. Nothing herein contained shall impose any obligation on the
      Company or the Optionee with respect to the Optionee’s employment by the
      Company. Nothing herein contained shall impose any obligation upon the Optionee
      to exercise the Option.





3





IN
      WITNESS WHEREOF, the Company and the Optionee have caused this Option Agreement
      to be executed on the date first above written.






SOLOMON
                TECHNOLOGIES, INC.
              
              
              By:/s/
                Gary G. Brandt
              Name:
                Gary G. Brandt
              Title:
                Chief Executive Officer
              
              OPTIONEE
              
              /s/
                  Jack Worthen
              Jack
                Worthen





4




**SOLOMON
      TECHNOLOGIES, INC.**





**NOTICE
      OF EXERCISE OF OPTION BY OPTIONEE**





Solomon
      Technologies, Inc.


1400
      L&R Industrial Blvd.


Tarpon
      Springs, FL 34689


Attention:
      Chief Executive Officer





Re:
            Exercise
                of Option to Purchase Shares of Solomon Technologies, Inc.
                Stock





Dear
      Sir:





Pursuant
      to the Stock Option Agreement dated _____________ (the “Option Agreement”)
      between Solomon Technologies, Inc., a Delaware corporation (the “Company”), and
      me, made pursuant to the Company’s Amended and Restated 2003 Stock Option Plan,
      I hereby elect to purchase _____________ shares of the common stock of the
      Company (the “Shares”), at the price of $_________ per Share. My certified
      check/cashier’s check/money order in the amount of $_____________ is enclosed
      (or other permitted form of payment as set forth in the Option Agreement).
      The
      Shares are to be issued in certificate(s) and registered in the name(s)
      of:





____________________________________







Please
      deliver the certificate(s) for the Shares to:





____________________________________




____________________________________




____________________________________








Date:____________________








____________________________________
              (Signature)____________________________________
              (Please
                Print Name)________________________________________________________________________
              (Full
                Mailing Address)





5