**Exhibit
        10.7**
  **AGREEMENT**
 
 **AGREEMENT** (this
“ **Agreement** ”)
        dated
        as of October 26, 2005 by and among Solomon Technologies, Inc., **** a
        Delaware corporation (the **“** **Company** **”** ),
        Woodlaken LLC (“ **Woodlaken** ”),
        Jezebel Management Corporation (“ **Jezebel** ”),
        Pinetree (Barbados) Inc. (“ **Pinetree** ”)
        and
        Coady Family LLC (“ **Coady** ”,
        and,
        together with Woodlaken, Jezebel and Pinetree, the “ **Investors** ”).
 
 **W********I********T********N********E********S********S********E********T********H****:**
 
 **WHEREAS** ,
        the
        Company has sold $750,000 aggregate principal amount of Senior Secured
        Promissory Notes to the Investors in the amounts set forth on Schedule 1
        (the
“ **Notes** ”);
 
 **WHEREAS** ,
        the
        maturity date of each of the Notes is November 1, 2005, as set forth on the
        face
        of each Note or, with respect to the Notes originally issued before September
        15, 2005, as set forth in an agreement between the Company and the holders
        of
        such Notes dated as of September 15, 2005;
 
 **WHEREAS** ,
        the
        Company and the Investors now wish to amend the Notes to extend their maturity
        until December 1, 2005;
 
 **WHEREAS** ,
        Company
        has authorized the sale of up to an additional $500,000.00 of Senior Secured
        Promissory Notes (the “ **Additional
        Notes** ”);
        and
 
 **WHEREAS** ,
        the
        Investors and the Company now wish to amend that certain Security Agreement
        dated as of March 16, 2005 by and between the Company and the Investors (the
        “ **Security
        Agreement** ”)
        to
        provide  that
        the
        Additional Notes, when issued, will be entitled to share in the security
        interest in the Company’s assets provided by such agreement on a *pari
        passu* basis
        with the holders of the Notes.
 
 **NOW,
        THEREFORE** ,
        in
        consideration of the premises and the mutual covenants and agreements contained
        herein and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto, intending
        to
        be legally bound, hereby agree as follows:
 1. 
          **AMENDMENT
          OF NOTES**.
 1.1.  **Extension
        of Maturity Dates** .
        Each of
        the outstanding Notes is hereby amended by striking the maturity date of
        November 1, 2005 and substituting therefor a new maturity date of December
        1,
        2005.
  
 1.2  **Additional
        Notes** ***Pari
        Passu*** .
        Each of
        the outstanding Notes is hereby amended to provide that each of the Additional
        Notes, when issued and sold, shall be payable *pari
        passu* with the
        outstanding Notes.
  1.3  **Full
        Force and Effect** .
        Except
        as amended hereby, the terms of the Notes remain in full force and
        effect.
 2. 
          **AMENDMENT
          OF SECURITY AGREEMENT**.
 2.1  **Security
        Agreement.** Section
        20 of the Security Agreement is hereby deleted and replaced in its entirety
        with
        the following:
  Section
        20.  **Additional
        Secured Parties** .
        The
        Debtor, Woodlaken, Jezebel, Pinetree (Barbados), Inc. (“Pinetree”) and Coady
        Family LLC (“Coady”) acknowledge that the Debtor may sell up to an additional
        $1,000,000 aggregate principal amount of promissory notes having substantially
        the same terms as the Notes (for a maximum aggregate principal amount of
        $1,250,000) and such parties, and all persons who become Secured Parties
        after
        the date hereof, agree that upon the sale of a promissory note and the execution
        of a joinder agreement in the form of Schedule
        B hereto
        by the purchaser thereof, (i) such purchaser shall be deemed a “Secured Party”
        hereunder and (ii) Schedule
        A hereto
        shall be amended to include all relevant information pertaining to such
        purchaser and the Note purchased by him, her or it. Schedule
        A as so
        amended shall be initialed or signed by the President of the
        Debtor.
 3. 
          **MISCELLANEOUS**.
 3.1.  **Law
        Applicable** .
        This
        Agreement shall be governed by and construed pursuant to the laws of the
        State
        of New York, without giving effect to conflicts of laws principles.
 
 3.2  **Counterparts** .
        This
        Agreement may be executed in counterparts, each of which shall be an original,
        but all of which together shall constitute one and the same instrument and
        it
        shall not be necessary in making proof of this Agreement to account for all
        such
        counterparts.
 
 ***Remainder
        of Page Intentionally Left Blank***
  2
 **IN
        WITNESS WHEREOF** ,
        the
        undersigned have hereunto set their hands to this Agreement as of the day
        and
        year first above written.
 **COMPANY**:**SOLOMON TECHNOLOGIES,
                INC.**By:
              /s/ Peter
                W. DeVecchis, Jr.Name:
                Peter W. DeVecchis, Jr.Title:
                President
 **WOODLAKEN
                LLC**By:
              /s/ Gary
                M. LaskowskiName:
                Gary M. LaskowskiTitle:  
                Manager
 **JEZEBEL
                MANAGEMENT CORPORATION**By:
              /s/ Michael
                A. D’AmelioName:
                Michael A. D’AmelioTitle:
                President
 **PINETREE
                (BARBADOS) INC.**By:
              /s/
                J. Gordon MurphyName:
                J. Gordon MurphyTitle:
                President
 **COADY
                FAMILY LLC**By:
              /s/
                Patrick D. CoadyName:
Patrick
                D. CoadyTitle:
                Manager
   3
 **SCHEDULE
        1**
 
 **Senior
        Notes**
 
 **Name
                  of Investor**
              **Date
                  Issued**
              **Principal
                  Amount**Woodlaken
                  LLC
              March
                  7, 2005
              $
              40,000.00Jezebel
                  Management Corporation
              March
                  16, 2005
              $
              100,000.00Pinetree
                  (Barbados) Inc.
              April
                  1, 2005
              $
              50,000.00Woodlaken
                  LLC
              April
                  1, 2005
              $
              10,000.00Jezebel
                  Management Corporation
              April
                  18, 2005
              $
              75,000.00Coady
                  Family LLC
              May
                  25, 2005
              $
              100,000.00Jezebel
                  Management Corporation
              July
                  8, 2005
              $
              75,000.00Jezebel
                  Management Corporation
              August
                  16, 2005
              $
              150,000.00Jezebel
                  Management Corporation
              September
                  15, 2005
              $
              150,000.00